Vallejo City Council
December 10, 2024

2 Electronic Receivables Service Description
The specific features for the Service we will provide you, are detailed in the Statement of Work (SOW) to which you and we agree separately.

2. Payment Channels. The "Payment Channels" we offer to you are detailed in our User Guide for the Service and include the Website, telephone, and an optional Interactive Voice Response (IVR) Payment Channel. a. We maintain the Website through which Customers may make payments to you. b. With the telephone Payment Channel, a Customer arranges for a payment by calling you at a telephone number you maintain. For all Customer payments made through the telephone Payment Channel, you are required to enter information about the payment at the administrative portal for the Service. c. With the IVR Payment Channel, we maintain a specific toll-free number for you and custom to you branded greeting and prompts.

3. Payment Methods. The "Payment Methods" you may make available to your Customers are detailed in our User Guide for the Service and include debit and credit cards and electronic payments through ACH. a. If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Description.
b. For ACH payments, the Service Documentation includes the ACH and Related Services Service Description. In the event of a conflict, this Service Description will control over the ACH and Related Services Service Description.
c. We may withdraw a Payment Method available for the Service at any time.

4. Information reporting. We make information and reporting about your bills and Customers' payments available to you through the administrative portal on the Website or automated transmission file.

5. Verification. We will not verify the accuracy of your bills or your Customers' payment amounts made through any Payment Channel.

6. Your privacy policy. You will provide us with any URL(s) you host for our use at the Website. The URLs you provide will direct Customers to your then-current privacy policy and terms of use. You will maintain current versions of your privacy policy and terms of use.

7. Licensed Marks. You grant to us a license to use the service marks, trademarks and or logos listed on the SOW (each, a "Licensed Mark") on the Website. We will not modify a Licensed Mark without your prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement, unless either party provides written termination in accordance with this Section 4 of the Master Agreement. Either party may terminate this license at any time, with or without cause, upon notice to the other. Upon termination or expiration of this license, we will discontinue use of all Licensed Marks.

8. Representations and warranties. You represent and warrant to us that:
a. You will issue each bill only for products or services actually provided to the billed Customer and will retain each bill for a minimum of one year from the date of the bill, b. The billed amount will be the actual amount charged to the billed Customer for such products or services, c. You are the sole owner of each URL you provide to us pursuant to Section 7 and each Licensed Mark, d. You will maintain current versions of your privacy policy and terms of use at the URLs provided to us, and e. You have received a copy of Federal Reserve Board Regulation E and will comply with it at all times.

9. Survival. Section 8 will survive termination of the Service.

E-Box® service

1. Description of service. With this Service:
a. We provide you with information about payments your Customers make to you ("Remittance Information") through online bill payment services and other payment channels described in our User Guide for the Service, b. We process Customer payments for credit to your Account, and

3 Electronic Receivables Service Description
c. We provide information reporting ("Remittance File") on your Payments through our separate Receivables Manager Service. The specific processing services we will provide to you are detailed in the BRD to which you and us agree to separately.

2. Research and decisioning. We will make available to you a decisioning tool where you can view all payments, make decisions on exception items, perform payment research, and return payments.

3. Unfunded payments. We will process Payments for which we have received Remittance Information but not funding in accordance with the BRD.

4. Account credit. Each Business Day, we will credit your Account for Funded Payments through a consolidated ACH credit Entry. We originate each credit Entry in accordance with the ACH Rules.

5. Service requirement. In order to enroll in the Service, you will also have to enroll in our Receivables Manager Service.

Integrated Receivables service

1. Description of Service. With this information reporting Service, we apply programmatic rules and logic, configured with your input, to create and transmit to you electronic files (each, a “Posting File”) containing the details of matches between credits to your Accounts made by your payers through ACH, wire transfer, or check (each, a “Payment”) to your eligible Wells Fargo deposit accounts enrolled in the Service (each, an “Account”) and the open accounts receivables details you have provided to us in electronic files (each, an “Open Receivables File”).

2. Automatic matching. We apply programmatic rules and logic, configured with your input, to match credits to your Accounts made by your payers through ACH, wire transfer, or check (each, a “Payment”) to information you send to us relating to Payments and your accounts receivables details to identify sets of matching Payments and accounts receivables details in the steps described in this section. a. Re-association. We analyze data elements pertinent to electronic Payments credited to your Accounts to associate such Payments with their respective remittance information (information from your payer describing the accounts receivable record for which a payment is being made, such as one or more invoice numbers) that you separately provide to us in a “Remittance File” or is provided in an e-mailed advice by your customers in accordance with the protocol to which you and we agree. Each such match is a “Re-associated Payment”. b. Invoice matching. We automatically match Payments and Remittance Details with Accounts Receivable records you separately report to us in your Open Receivables File. Each such match is a “Validated Payment”. i. Checks. For check Payments credited to your Accounts that we receive through a lockbox we maintain for you, we extract remittance information from Remittance Materials (as defined in the Lockbox Service Description) and use it to the extent reasonable to create Validated Payments. ii. Addenda Records. For electronic Payments that include remittance information embedded within the electronic payment instruction for such Payments (“Addenda Records”), we use such Addenda Records to the extent reasonable to create Validated Payments.
iii. Re-associated Payments. We use the remittance information associated with Payments in the Re- association step described in 2.a above to the extent reasonable to create Validated Payments.

3. Manual matching. Each credit to your Accounts for which we are not able to create a Re-associated Payment or a Validated Payment through the Service is an “Exception”. You may view Exceptions in our online banking platform in accordance with its applicable terms and conditions.
a. Review. In our online banking platform, we will display details of Exceptions and items described in your Remittance Files and Open Receivables Files that, as of the time of viewing, have not been included as components of Matched Payments in any Posting File we have previously made available to you.

4 Electronic Receivables Service Description
b. Match items. Using the online banking platform interface, you may create additional Validated Payments by manually matching the Exceptions with open accounts receivables details displayed in the online banking platform.

4. Posting Files. You may configure the Service to automatically generate and transmit Posting Files in accordance with the frequency to which you and we separately agree. Each Posting File is an electronic document setting out certain pre-determined data elements pertaining to each Validated Payment (including manually Validated Payments) that, as of the time of generation, has not been included in any previous Posting File we created for you. We will transmit each Posting File in accordance with your configuration preferences and the pre-determined transmission protocol to which you and we agree.

5. Payment dates. For purposes of the Service, the date of each Payment is the Business Day on which we receive the Payment.

6. Files transmitted to us. You will transmit your Remittance File and Open Receivables File to us in accordance with the pre-determined file format and transmission specifications to which you and we separately agree. You are responsible for ensuring that, with respect to each item in each file, you include information we can reasonably use to identify its matching credit(s) to your Account(s).

7. Liability to you. We perform the automatic matching activity described in Section 2, on a commercially reasonable efforts basis, in accordance with logic you provide to us. We undertake no liability for damages arising from or relating to any defects in, or failure to test, such logic as provided.

8. Liability to payers. We bear no liability to your payers for any inaccuracies in the Service relating to Matched Payments or Unmatched Payments, including, without limitation, inaccurate matches between Payments and remittance information or accounts receivables details.

9. Eligible Accounts. You may enroll your Wells Fargo demand deposit accounts that are capable of receiving credits by ACH, wire transfer, or check.

10. Survivability. Sections 7 and 8 survive termination of the Service.

Receivables Manager service

1. Description of service. With this Service, you may receive consolidated electronic files and/or human readable documents containing information (each, a "File") regarding credits and/or debits to your Account(s) and associated Remittance Information.

2. User Guide. The User Guide provides details about the following:
a. The types of payments for which we provide the Service, b. The options we offer for formatting Files,
c. The secure transmission platforms we offer to deliver Files to you, d. The schedule we follow in providing the Service, and e. Our Service level goals.

3. Advice Matching Service. If you enroll in our Advice Matching Service, we will accept an email or File containing Remittance Information from your payer and attempt to match the information to payments the payer makes separately by ACH, wire transfer, or check, provided the payer does the following:
a. Sends the remittance Information to us in advance of the payment information being sent to you in the File, and b. Includes information we can use to identify the payer and match the Remittance Information and the associated payment based upon criteria you establish.

You have the ability to manually match any payments we are unable to match automatically using the Receivables Manager application on the online banking platform. You may also use this application to set-up payer information to automatically match future payments.

5 Electronic Receivables Service Description

4. Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Information. If we are unable to automatically repair the format, you can manually repair remittance information using the Receivables Manager application on the online banking platform. Optionally, you can save the repair instructions as rules to apply to future payments from the payer.

5. Your receipt of Files; acknowledgments. We will not monitor Files transmitted to you through the Service including, but not limited to, any acknowledgment your system may generate upon its receipt of a File. If you do not receive a File when you expect to, you must notify us. Upon your request, we will use commercially reasonable efforts to resend a File to you within 14 days after we initially transmitted the File, but we will have no liability for not doing so.

6. Incorrect, incorrectly formatted information. We are not responsible for the accuracy of and will not verify Remittance Information we receive from your trading partners and provide to you through the Service.

6 Electronic Receivables Service Description
Glossary
Account Agreement means the applicable account agreement governing your Account.

ACH means Automated Clearing House
ACH Rules means the Nacha Operating Rules and applicable local ACH rules.

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

BRD means Business Requirements Document.

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

Customer(s) means the purchaser(s) of your products and services.

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

Entry is defined in the ACH Rules.

Funded Payment means a payment for which we receive Remittance Information and the funds relating to the Payment.

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

Master Agreement means the Master Agreement for Treasury Management Services.

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

SOW means Statement of Work.

Website means the website we maintain in your name in connection with the E-Bill Service.

© 2024 Wells Fargo Bank, N.A. Member FDIC.

Revised – June 10, 2024
Lockbox Service Description
Global Treasury Management
Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description.

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

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

Lockbox Service

1. Description of lockbox service.
a. With this Service we provide you with a lockbox ("Lockbox") and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below).
b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents.

2 Lockbox Service Description
c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting.
d. We or our agents will have exclusive and unrestricted access to the Lockbox.

2. Lockbox processing.
a. Processing remittance materials.
i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6.
ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged.
iii. Except as provided in this Service Description or you and we have otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check ("Automated Processed Check") and (2) manually when a non- standard Invoice is included with the Check or no Invoice is included ("Manually Processed Check"). b. Processing of Checks. Unless you andwe agree otherwise, each Ceck will be processed as follows:
i. Payees. A Manually Processed Check without an acceptable payee designation, as set forth in your Business Rules will not be deposited. A Manually Processed Check payable jointly to you and persons or entities other than you will be deposited, provided the Check contains at least one acceptable payee designation. An Automated Processed Check will be deposited, regardless of payee designation. ii. Dates. A Check will be deposited regardless of the date on the check, including whether it is stale-dated, post-dated or does not bear a date.
iii. Amounts. If the written and numeric amounts of an Check are different, the written amount will control. unless the written amount is ambiguous. If the amount of an Check s missing or otherwise cannot be determined,the Check will not be deposited.
iv. Drawer's Signature. If the drawer's signature is missing, we will deposit the Check into the Account. v. Alterations. We will use commercially reasonable efforts to identify any alteration to a Check, and at our discretion, any Check that appears to have been materially altered will not be deposited. vi. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as "Paid in Full." Checks will be deposited regardless of the presence of any such language, and we will have no liability to you as a result of such deposit.
c. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(d).
d. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. For Remittance Materials (excluding Checks) returned to you in accordance with this section, we may mail to you printed copies. For Checks returned to you in accordance with this section, we may mail to you Image Replacement Documents (IRDs) in place of original Checks.
e. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2 (above) and cash received in the Lockbox to the Account in accordance with the Account Agreement.

3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through Vantage for certain Checks which we have determined may be unprocessable (each, an "Unprocessable Check"). Each message related to the processing of an Unprocessable Check (your "Decisioning Instruction") must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. "Default Option" means your election for us to take one of the following actions for any Unprocessable Check:

3 Lockbox Service Description
a. "Deposit all," meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or
b. "Reject all," meaning we reject the Unprocessable Check and return it to you as described in section 2(h).

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

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

6. Imaging and retention.
a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through Vantage or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image or print and return to you pursuant to this Service Description will be destroyed 5 Business Days after the processing date. You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period.
c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intraday images.

7. Representations and warranties. You represent and warrant to us that:
a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it.

4 Lockbox Service Description
b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor.

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

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

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

5 Lockbox Service Description
Glossary
Account Agreement means the applicable account agreement governing your Account.

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

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

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

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

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

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

Decisioning Module means our Online Lockbox Decisioning Module.

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

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

Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing.

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

Image Replacement Document (IRD) means a substitute check created from an original check and, under federal law, is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: "This is a legal copy of your check." Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox.

Item is defined in the Account Agreement.

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

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

Master Agreement means the Master Agreement for Treasury Management Services.

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

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

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

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

© 2024 Wells Fargo Bank, N.A. Member FDIC.

Revised - March 18, 2024
ACH Origination, Information Reporting and Image
Delivery, and Wire Transfer Service Description
Introduction
This Service Description contains the terms and conditions under which we provide Services to you. This is used in connection with the Master Agreement and other Service Documentation described in the Master Agreement.

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

Services covered by this Service Description are:
• ACH Origination
• Information Reporting and Image Delivery
• Wire Transfer
The Service Documentation includes:
• The Service Description (which contains terms and conditions applicable to the Service), • The Acceptance (which indicates your acceptance of the Service Documentation), • The Master Agreement (which contains terms and conditions applicable to all Services), • The Account Agreement governing your account(s) with us used in connection with the Service, the ("Account"), • The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), • User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices), and
• The Security Procedures Reference Guide
The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at Wells Fargo VantageSM ("Vantage") formerly known as Commercial Electronic Office® portal (CEO®). Your use of a Service confirms your receipt of, and agreement to be bound by, the Service Description and all Service Documentation.

Whenever you use any of the Services covered by this Service Description, you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Service Documentation. You may begin using the Services when we have received all required and properly executed forms and you have successfully completed any testing or training requirements.

If you would like an additional service or service option not described in Service Description you should request the applicable Service Documentation.

2 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description ACH Origination

1. Description of services.With this Service you can originate ACH credit and debit Entries in accordance with the Nacha Operating Rules and any applicable local ACH rules ("ACH Rules"). By using this Service, you authorize us to originate Entries on your behalf (or on behalf of your customers)to Receivers' accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States.

2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides, and other guidelines we make available to you. You agree to use your elected Security Procedure, as defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our ("Cutoff Time") we separately disclose to you for the applicable Service on a Business Day, which means every day except Saturday, Sunday, and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day we are open for business related to that Service, and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received before our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select.

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

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

5. Provisional credit. When you originate a credit Entry to a Receiver, the payment is provisional until the RDFI receives final settlement through a Federal Reserve Bank or otherwise receives payment. If the RDFI does not receive such payment for the credit Entry, the RDFI is entitled to a refund from the Receiver's account, and you will not be considered to have paid the amount of the credit Entry to the Receiver.

3 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description

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

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

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

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

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

11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service.

You will reimburse us for any liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees) (collectively, "Losses") we incur, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct.

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

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

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

Additional Terms and Service options

15. International Entries. This section contains additional terms that apply when you originate an Entry to an account outside the United States ("International Entries").

4 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description a. General. You agree to comply with, and we will process each International Entry in accordance with:
i. The laws and payment system rules of the receiving country of your International Entry, ii. Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Entry, and
iii. The ACH Rules.

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

16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender as defined by the ACH Rules.
a. General. Before originating any Entry on behalf of your customer or otherwise upon our request, you will:
i. Provide us with the information we require to understand the nature of your customer's business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether you are originating Entries on behalf of any Nested Third-Party Senders, and
ii. Timely provide us with information we require for purposes of our registration of you as a Third-Party Sender or your customer as a Nested Third-Party Sender or any downstream Nested Third-Party Senders that do not have an ACH Origination Agreement with us ("Downstream Nested Third-Party Senders) for which you transmit Entries to us as ODFI in accordance with the ACH Rules ("Registration") and any supplemental Registration information requested by us, and iii. Obtain our written approval to originate or continue to originate Entries for any customer of yours that is an Originator or Nested Third-Party Sender (which we may rescind upon written notice to you), and iv. Enter into a written agreement with each Originator or Nested-Third Party Sender whose Entries are originated through us as ODFI that meets the requirements applicable for an Origination Agreement with an Originator or Nested Third-Party Sender, as applicable, under the ACH Rules, including their agreement:

1. To assume the responsibilities of an Originator or Nested Third-Party Sender, as applicable, under the ACH Rules and to be bound by the ACH Rules,

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

3. To grant us ongoing access to audit your customer for compliance with its Origination Agreement and the ACH Rules. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you as a Third-Party Sender or your customers as Nested Third-Party Senders. c. Representations and warranties. In addition, you represent and warrant to us that (i) each customer has and will comply with all applicable ACH Rules, (ii) that you have conducted the appropriate due diligence of your customers and (iii) that you will maintain a commercially reasonable program of monitoring to determine that each customer is engaged in a legitimate business, and the type, size and frequency of transactions that each customer is originating is normal and expected for the customer's type of business. If you do identify any unusual activity by any of your customers, you will notify us promptly and take appropriate actions, including refusing to originate Entries for your customer.
page 124
5 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description d. Liability; indemnification. With respect to each of your customers for which you are originating transactions through us, including any Nested Third-Party Senders or Downstream Nested Third-Party Senders, you agree to be responsible for your customers' or such Nested Third-Party Senders' compliance with the ACH Rules. You will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from any breach of warranty made under the ACH Rules or this Agreement, failure to comply with any applicable ACH Rule, or otherwise related to any activity of your customers, including Nested Third-Party Senders or Downstream Nested Third-Party Senders. e. Audit. You agree to comply with the audit requirements applicable to Third-Party Senders under the ACH rules and to provide us with proof of compliance upon request.

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

18. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from one or more accounts owned or controlled by you in the United States your ("Remote Accounts") into your Account designated in the Concentration Account Services Set-up Form, the ("Concentration Account"). We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide.
a. Options. You can choose from the following options:
i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer. ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry, we originate on your behalf, you represent and warrant to us that:
i. The debit Entry is authorized,
ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information.
c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries.
c. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us.

Information Reporting and Image Delivery

1. Description of services.
a. With this Service we make data regarding transactions and/or images of Items, as defined in the Account Agreement, posted to or processed through your Accounts available to provide you with timely information on your Account activity. We refer to the data and images as "information." The information and reports you can access are described in the User Guide for the Service.

6 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description b. The methods we offer for making information available to you include without limitation (and we may remove or add methods from time to time) BAI File Transfer, InfoFax fax/email, SWIFT messaging, ISO 20022 XML transmission, Vantage, and an Application Programming Interface ("API") through the Wells Fargo Gateway. c. The information may include images of Items or other instruments that are:
i. Posted to or processed through the Account,
ii. Cashed or collected by us or accepted for deposit to the Account, and iii. Returned unpaid to the Account.

Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service.

2. Accuracy of Information.
a. We will not verify the accuracy or completeness of: (i) information from other financial institutions,or(ii) information you manually populate.
b. Account balances and other information that reflect intraday activity on your Account may differ from the available balance as determined under our funds availability policy (as described in the Account Agreement) and by our internal risk parameters.

3. Software Sublicense. If a software license or sublicense is required for you to access the Service ("Software Sublicense"), we will make the terms of the Software Sublicense available to you as part of the set-up process for the Service. You will be required to accept the Software Sublicense before being allowed to access the Service. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense.

4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement.

Wire Transfer

1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the transaction.

2. Preparation of payment orders; processing schedules. You will prepare instructions to us in your name to transfer funds from your Account (including any communication cancelling or amending an instruction) each a ("Payment Order") according to guidelines we separately make available from time to time. You will use your elected Security Procedure when you send a Payment Order to us.

We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure. a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day. b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable.

3. Inconsistency in name and number.
a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named.

7 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description b. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named.

4. Authorization to pay. You authorize us to:
a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution date. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates.

You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit.

5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to:
a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier.

If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice.

6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you.

7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, amendment, or reversal by you, except we may, at your request, attempt to cancel, amend, or reverse a Payment Order without incurring any liability for our failure or inability to do so.

8. Drawdown requests. A "drawdown request" is an instruction from you to another depository institution to debit:
a. An account at that institution and transfer the funds to us (an "outgoing drawdown request"), or b. The Account and transfer the funds to that institution (an "incoming drawdown request").

In this Service description, "Payment Order" includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT, CHIPs, or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it.

9. Limitation of liability. We will not be liable for any third party's failure to or delay or error in processing a Payment Order.

If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency.

If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days' interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description.

10. Survival. Sections 5, 6, 7 and 9 will survive the termination of this Service.

8 ACH Origination, Information Reporting and Image Delivery, and Wire Transfer Service Description

© 2024 Wells Fargo Bank, N.A. Member FDIC.

Revised – March 19, 2024
The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the ACH Operating Rules and Guidelines (“ACH Rules”).

WellsTAX
®
Payments Service Description
Introduction
The Service Documentation includes:
• The Service Description (which contains terms and conditions applicable to the Service), • The Acceptance (which indicates your acceptance of the Service Documentation), • The Master Agreement (which contains terms and conditions applicable to all services), • The Account Agreement governing your account(s) with us used in connection with the Service, the ("Account"), • The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), • Authorization Forms (which facilitate tax debits and credits to and from the Account); and • User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

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

WellsTAX
® Payments Service

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

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

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

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

2 WellsTAX Payments Service Description

4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable "Cutoff Time," which means our cutoff time each Business Day we separately disclose to you for the applicable Service, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable "Tax Transfer Deadline," which means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority. "Business Day" means every day except Saturday, Sunday, and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day we are open for business related to that Service.

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

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

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

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

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

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

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

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

© 2024 Wells Fargo Bank, N.A. Member FDIC.

Revised – March 19, 2024
Perfect Receivables Service Description
This Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the ACH Operating Rules and Guidelines ("ACH Rules").

Introduction
The Service Documentation includes:
• The Service Description (which contains terms and conditions applicable to the Service), • The Acceptance (which indicates your acceptance of the Service Documentation), • The Master Agreement (which contains terms and conditions applicable to all services), • The Account Agreement governing your account(s) with us used in connection with the Service the ("Account"), • The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and • User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

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

Perfect Receivables® service

1. Description of service. With this Service, you can elect options for posting and reporting information about ACH Entries and wire transfers (each, a "Remittance") that we post each Business Day to your Account(s). "Business Day" means every day except Saturday, Sunday, and federal holidays. When used in connection with funds transfer services, "Business Day" means each day we are open for business related to that Service. We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter.

2. WPIC restrictions.
a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance.

2 Perfect Receivables Service Description
c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion.

For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC.

3. Processing of remittances; chargebacks.Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, we separately disclose to you for the applicable Service, except for Remittances we reject. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance.

If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance. You will pay us immediately upon demand for any shortfall remaining after such chargeback.

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

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

6. Violation of Applicable Law.You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. Unless an exception is provided under Applicable Law, any ACH credit entry representing a federal payment must be deposited into an Account in the name of the intended recipient of such federal payment.

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

Wire Transfer Services Customer Setup Form
and Agreement
Part I – Setup Information
Treasury Management Customers
Complete Part I and sign as provided in Part III. The information in this setup form and your separate treasury management documents relating to wire transfers govern your use of Wells Fargo’s wire transfer service.

All Other Customers (including consumers and non-Treasury Management business customers) Complete Part I, review the Wire Transfer Services Agreement in Part II, and sign as provided in Part III.

Type of Request: New Update Existing Information Delete Existing Information A. Account Numbers (list accounts to be debited for each wire transfer) For additional accounts attach a signed listing with notation of Customer’s name and the additional account numbers.

Check the appropriate box for each account number to identify the account type.

G/L = General Ledger, (Internal Use Only)
1)

DDA G/L
2)

DDA G/L
3)

DDA G/L
4)

DDA G/L
5)

DDA G/L
6)

DDA G/L
7)

DDA G/L
8)

DDA G/L
9)

DDA G/L
10)

DDA G/L
11)

DDA G/L
12)

DDA G/L
B. Advice Information Additional fees apply for these services. For more information about these services contact your relationship manager or customer service representative, or call 1-800-AT-WELLS (1-800-289-3557), option 2.

For Fax or Email Notification on intraday wire activity use the InfoFax setup form.

C. Authorized Callers (people authorized to initiate wires) $ Limit = A limit must be indicated or the form will be returned. The maximum entry limit is, $9,999,999,999.99. The limit applies to all functions unless noted otherwise.

Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Initiation. Complete by checking appropriate box: R = Repetitive / B = Both Repetitive & Non-Repetitive.

Authorized Callers
first & last name Caller $ Limit Phone Number
including area code
InitiationType
R B
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

D. OPTIONAL Verify Callback Service (does not apply to repetitive wires) Selecting this service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided.

Verify Orders exceeding: $
Authorized Approvers
first & last name Approver $ Limit Phone Number
including area code
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $
E. Alternate Account to be Charged for Wire Fees (Alternate account to be charged must be an Analyzed account.

Not available to Retail customers.)
List account only if wire fees are to be assessed to this account for the accounts listed in Part I-A.

DDA AU and G/L
Part II – Wire Transfer Services Agreement

1. Introduction. This Wire Transfer Services Agreement (“Agreement”), along with the account agreement applicable to the account used in connection with the wire transfer services (“Account”), govern your use of Wells Fargo’s voice wire service. With this service, the Wells Fargo customer identified in this Agreement (“you” or “your”) can instruct Wells Fargo Bank, N.A. (“Wells Fargo”) to transfer funds by wire from the Account (“Order”).

2. Security Procedure

2.1. General. You agree to use the security procedure described in this Section (“Security Procedure”) when you request an Order (except for an Order delivered to Wells Fargo in person by you or your authorized representative). The purpose of the Security Procedure is to verify the authenticity of an Order delivered to us in your name and not to detect errors in the transmission or content of an Order. You agree the Security Procedure is commercially reasonable and, in view of your requirements, is a satisfactory method of verifying the authenticity of Orders. You agree you are bound by any Order, whether or not authorized, issued in your name and accepted by Wells Fargo in compliance with the Security Procedure.

2.2. Voice Initiated Orders. Wells Fargo’s standard Security Procedure for a voice-initiated Order consists of confirming the personal identification number (“PIN”) accompanying an Order corresponds with a valid PIN assigned to you, and confirming the voice print provided when placing an Order matches the print registered on file for that PIN holder. A PIN and voice print are required for all voice-initiated transfers.

2.3. PIN. Each person authorized to initiate and/or approve Orders for you will be issued a unique PIN. PINs are computer-generated and you cannot choose your own PIN. Wells Fargo employees do not have access to PINs.

You agree to safeguard any PIN assigned to you. You must supply the PIN each time you initiate an Order. PINs are issued via a two-part, confidential mailer sent to you. If lost or forgotten, Wells Fargo cannot reconstruct PINs. For your protection, if you suspect a PIN has been compromised, or if an authorized person is no longer authorized, immediately notify Wells Fargo Wire Transfer Services at 888-384-8400. Wells Fargo, in its sole discretion, may cancel or reissue any PIN it believes may have been compromised, including, without limitation, a PIN that has never been acknowledged as having been received and any PIN that has been used by anyone other than the intended authorized user.

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

2.4. Identify Authorized Persons. You will notify Wells Fargo in writing of the identity of each individual authorized to receive information regarding the Security Procedure. You will promptly notify Wells Fargo in writing of any change in an authorized individual. Your notice will be binding on Wells Fargo if it is received in a time and manner that gives Wells Fargo a reasonable opportunity to act on it. Wells Fargo will be fully protected in relying on your notices.

2.5. OPTIONAL Verify Callback Service. If you select this optional service by providing the information requested in Section D of Part I, it will become part of your Security Procedure. An individual authorized to approve wires other than the initiator (an "Authorized Approver") must verify the voice-initiated non-repetitive wire transfer order is authorized when the amount of the wire exceeds the wire transfer order limit designated in Section D of Part I.

You may designate a limit up to which an Authorized Approver may authorize an order. The Authorized approver may call into Wells Fargo or Wells Fargo will make at least one attempt to telephone the Authorized Approver. A PIN is required to authenticate each Authorized Approver. If Wells Fargo is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed.

3. Inconsistency of Name and Number. If an Order describes the person to receive the wire transfer (“Beneficiary”) inconsistently by name and account number, the wire transfer may be made on the basis of the account number even if the account number identifies a person different from the Beneficiary. If a wire transfer request describes a financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. You further acknowledge the beneficiary account number or beneficiary bank identification number (e.g. IBAN, RTN, or SWIFT BIC) you provide in connection with an Order will be complete and accurate, and you understand you could lose the transfer amount if the information is incorrect.

4. Responsibility of Wells Fargo. Wells Fargo may send an Order by wire, telegraph, telephone, cable, or whatever other transmission method Wells Fargo considers to be reasonable. Wells Fargo may transmit an Order directly to the Beneficiary’s bank, or indirectly to the Beneficiary’s bank through another bank, government agency, or other third party that Wells Fargo considers to be reasonable. Wells Fargo may utilize any reasonably selected funds transfer system or intermediary bank, even if its selection differs from instructions in the request.

5. Additional Actions by Wells Fargo. Any action Wells Fargo takes to detect an erroneous Order, or any actions Wells Fargo takes beyond those described above in an attempt to detect an unauthorized Order, will be taken at Wells Fargo’s sole discretion. No matter how many times Wells Fargo takes this action, it will not become part of Wells Fargo’s standard procedures for attempting to detect such erroneous or unauthorized Orders, and Wells Fargo will not in any situation be liable for failing to take or to correctly perform the action.

6. Liability. Wells Fargo is only responsible for making a good faith effort to execute your Orders and will only be responsible for performing the services specified in this Agreement. For Orders subject to Article 4A of the Uniform Commercial Code (“UCC 4A”), Wells Fargo will be liable to you only for damages required to be paid under UCC 4A.

For Orders not subject to UCC 4A and for other obligations under this Agreement, Wells Fargo will only be liable for its negligence or willful misconduct. Wells Fargo will not be liable for any third party’s failure to or delay or error in processing an Order. Wells Fargo will not be liable for any delay in performing or failure to perform if the delay or failure results from any cause beyond its reasonable control. In no event will Wells Fargo have any liability for consequential, special, punitive or indirect loss or damage which you may incur in connection with this Agreement.

7. Indemnification. You agree to indemnify and hold Wells Fargo, its directors, officers, employees and agents harmless from all third party claims, demands, judgments, and expenses (including reasonable attorney’s fees) arising out of or connected with the performance of any wire transfer service under this Agreement. This indemnification will survive the termination of this Agreement.

8. Cancellation, Amendment, Reversal. An Order will be final and not subject to cancellation, amendment or reversal by you, except Wells Fargo may, at your request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or inability to do so.

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

9. Your Duty to Notify Wells Fargo of Unauthorized Activity. If you identify any discrepancies in your account setup (including repetitive wire transfer templates), please contact us immediately at 1-888-384-8400. Wells Fargo will not be responsible for any delays in payment or additional fees caused by your failure to notify us promptly of any such discrepancy. You will exercise ordinary care to determine whether an Order accepted by Wells Fargo was either erroneous or not authorized and to notify Wells Fargo of the facts within a reasonable time not exceeding 14 days after you have received notification from Wells Fargo that the Order was accepted or that your Account was debited or credited with respect to the Order, whichever is earlier. You will be precluded from asserting that Wells Fargo is not entitled to retain payment for an Order unless you object within 14 days.

10. Fees and Taxes. You agree to pay Wells Fargo’s current wire transfer service fees. A copy of Wells Fargo’s current fee schedule is available to you on request and can be provided by your banker. You also agree to pay amounts equal to any applicable taxes on these wire transfer services (exclusive of taxes based on net income of Wells Fargo).

11. Currency. An Order expressed in U.S. Dollars will be sent in U.S. Dollars. You may request that prior to executing an Order, Wells Fargo convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”).

In addition to any applicable fees, Wells Fargo makes money when we convert one currency to another currency for you. The exchange rate used when Wells Fargo converts one currency to another is set at our sole discretion, and it includes a markup. The markup is designed to compensate us for several considerations including, without limitation, costs incurred, market risks, and our desired return. The applicable exchange rate does not include, and is separate from, any applicable fees. The exchange rate Wells Fargo provides to you may be different from exchange rates you see elsewhere. Different customers may receive different rates for transactions that are the same or similar, and the applicable exchange rate may be different for foreign currency cash, drafts, checks, or wire transfers. Foreign exchange markets are dynamic and rates fluctuate over time based on market conditions, liquidity, and risks. Wells Fargo is your arms-length counter party on foreign exchange transactions. We may refuse to process any request for a foreign exchange transaction.

Wells Fargo will not be liable for a sum in excess of the value of the Order after it has been converted from Foreign Currency to U.S. Dollars at Wells Fargo’s applicable exchange rate at the time the cancellation of the Order is confirmed by Wells Fargo.

12. Term and Termination. This Agreement may be terminated by you or Wells Fargo with prior written notice, but will remain in effect with respect to any transaction occurring prior to its termination.

13. Amendments to Agreement. Wells Fargo may, from time to time, notify you of a change to this Agreement or its rules or procedures. By using the wire transfer service after the notice is sent or otherwise made available to you, you will be conclusively deemed to have agreed to the change.

14. Governing Law; Rules and Regulations. Our rights and obligations regarding Orders will be governed solely by this Agreement, your account agreement, and, to the extent applicable, federal law and the state laws governing your Account. All Orders will be subject to the rules and regulations of any funds transfer system used by Wells Fargo, as amended from time to time.

15. Notices; Receipt of Confirmations. If a notice is sent to you, it will be effective if it is delivered in person or sent by first class mail to your last address as shown on Wells Fargo’s records. If a notice is sent to Wells Fargo, it will be effective if it is delivered by first class mail to the address shown in Wells Fargo’s then current fee schedule (or to such other address as Wells Fargo may from time to time direct) and after Wells Fargo has had a reasonable opportunity to act on it. An optional confirmation or a bank statement showing a wire transaction, sent electronically or by mail, to your last address as shown in Wells Fargo’s records and not returned, will be conclusively presumed to have been received by you. Wire Transfer mail confirmations are not available for addresses outside of the United States.

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

16. Miscellaneous. Wells Fargo’s waiver of any term of this Agreement will not constitute a waiver of any other term or impair any of its rights if you breach this Agreement. You agree not to assign your interest in this Agreement to anyone else. If any provision of this Agreement is determined by a court to be invalid, it will not affect the validity of any other provision. In interpreting this Agreement, the headings will not be considered a substantive part of this Agreement. Unless the context requires otherwise, terms not defined in this Agreement have the meanings, if any, provided in UCC4A. This Agreement and any applicable account agreements constitute our entire Agreement with respect to the matters they cover and supersede all prior oral or written communications between us regarding such matters. In the event of conflict between a provision of this Agreement and any other agreement you may have with Wells Fargo (including without limitation, any account agreement between us), the terms of this Agreement will govern the subject matter of this Wire Transfer Agreement.

17. Additional Terms Governing Outgoing Consumer International Wires

17.1. General. This Section contains additional terms applicable only to Orders initiated by a natural person in the United States to transfer funds to a Beneficiary in a foreign country for personal, family, or household purposes (each, an “Outgoing Consumer International Wire”). This Section does not apply to any Order sent to a Beneficiary in the United States, to any Order initiated by a non-consumer, or to any Order initiated by a consumer for any non-personal, non-family, or non-household purposes. In the event of a conflict between a provision in this Section and a provision in the rest of this Agreement or in the agreement governing your Account, the provision in this Section will control.

17.2. Disclosures and Receipts. Prior to sending an Outgoing Consumer International Wire, Wells Fargo will disclose to you, by telephone, the amount that will be transferred to the Beneficiary, a description of any fees and taxes imposed by Wells Fargo, the total amount of the transaction, the exchange rate to be used, the amount to be transferred in the Foreign Currency, a description of any fees and taxes to be applied by any other person to the extent known by Wells Fargo, and the amount that will be received by the Beneficiary. Wells Fargo will mail a receipt for an Outgoing Consumer International Wire within 30 days after payment is made for the Outgoing Consumer International Wire.

17.3. Liability. Wells Fargo is liable only for damages required to be paid as provided under Regulation E, subpart B or, to the extent applicable, UCC4A (except as expressly modified by this Agreement). Except as required by Regulation E, subpart B, Wells Fargo will not be responsible for the acts or omissions of any other person or entity, including but not limited to any processor, any country's central bank, or any other financial institution, and no such person or entity will be deemed Wells Fargo’s agent. In no event shall Wells Fargo have any liability for any indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages.

17.4. Cancellation. You may cancel an Outgoing Consumer International Wire for a full refund within 30 minutes of completing a transaction. To cancel, call the cancellation phone number provided to you at the time of your request.

17.5. Error Resolution. If you think there is an error, or problem, contact the Wire Transfer service Team at 1-855-339-6655 (Monday - Friday, 8am - 9pm ET). You must contact us within 180 days of the date we promised to you that funds would be made available to your beneficiary (Availability Date). If you fail to notify us within this time period, Wells Fargo will not be liable for any error or loss of interest or any interest equivalent relating to the erroneous transaction.

When you contact us, please tell us: (a) your name, address, and telephone number where we can reach you during business hours; (b) the Beneficiary’s name and, if known, his or her telephone number and address; (c) the date, dollar amount and transaction confirmation number of the Outgoing Consumer International Wire; and (d) the error or problem with the wire transfer, and why you believe it is an error or problem.

17.6. Governing Law. An Outgoing Consumer International Wire is a "remittance transfer" as defined in Regulation E, Subpart B, and will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York’s version of UCC4A, without regard to its conflict of laws principles.

© 2021 Wells Fargo Bank, N.A. Member FDIC.
595269 (Rev 13 – 11/22)

Part III – Agreement and Approval
Customer Approval – Signatures as required by Certificate of Authority or Signature Card.

Under the dispute resolution program in your account agreement, you agree our disputes may be decided before one or more neutral persons in an arbitration proceeding and not by a judge or jury trial.

Legal Name as it appears on your Account Customer's Primary Phone No.

Mailing address for PINs and mail advice including City, State, and zip code. (If blank, items will be mailed to address on primary statement mailing address.)
Printed Name of Authorized Signer
Signature Date
Printed Name of Authorized Signer
Signature Date
Bank Approval – Forms submitted without Customer and Banker signatures or older than 90 days will be returned unprocessed.

Customer’s
1st ID
ID Type ID Number Issued by State / Country Expiration Date Customer’s
2nd ID
ID Type ID Number Issued by State / Country Expiration Date Banker/Officer’s Phone # Banker/Officer’s Fax # Bank MAC Document Prepared by & phone # (in case of questions about this setup)
Banker's Wells Fargo email address for notification. A reasonable attempt will be made to contact the banker at the Wells Fargo email provided upon completion. Notification will NOT be sent to any email address outside the Wells Fargo system.

Printed Name Signature
X
Date
Once the customer’s approval/signature is received on the form, the Banker/Relationship Manager must approve/sign the form, then fax to 866-922-6202, or email to [email protected].

The form must be submitted from a valid Wells Fargo Fax or email address. File copies in your location’s record retention file.

© 2024 Wells Fargo Bank, N.A.

Revised – January 5, 2024
Check Disbursements and Fraud Prevention
Services Service Description
Treasury Management

2 Check Disbursements and Fraud Prevention Services Service Description Table of contents
04 Fraud prevention and related services
08 Account Reconciliation Plan (ARP)
Service
04 Positive Pay service
07 Reverse Positive Pay Service
03 Introduction
08 Payment Authorization Service
09 Controlled Disbursement Account
Service
11 Specialized Disbursements Services
11 Centralized Disbursements Manager
Service
17 Payable Through Draft Service
19 Third Party Drafts Service
21 Glossary

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

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

Fraud prevention and related services
• Positive Pay Service
• Reverse Positive Pay Service
• Payment Authorization Service
• Account Reconciliation Plan Service
• Controlled Disbursement Account Service
Specialized disbursement services
• Centralized Disbursements Manager Service
• Payable Through Draft Service
• Third Party Drafts Service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Services), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account(s) that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

You agree to the terms and conditions governing the Services in which you have enrolled, as described in this Service Description and in the Service Documentation, which includes details of your enrolled Services. The separate documents comprising the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted on Wells Fargo Vantage SM f/k/a Commercial Electronic Office®
or CEO® ("Vantage"). If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, the applicable terms for the Service in this Service Description and all Service Documentation.

4 Check Disbursements and Fraud Prevention Services Service Description Fraud prevention and related services:

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

Positive Pay Service

1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service.

For purposes of this Positive Pay Service Description, "Check" refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required. a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section 1b below:
i. We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii. We will provide you with a report ("Exception Report") of each Check that does not match your Check Issue Data (an "Exception Check") (see section 4),
iii. We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section 1b, iv. We will pay or return each Exception Check (see section 5), and v. We separately review each "directly-presented Check" (see section 8). b. Service options. You may enroll an Account in one of two options of the Service:
i. Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Service. ii. Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only.

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

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

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

5 Check Disbursements and Fraud Prevention Services Service Description

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

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

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

NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per-Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold.
b. When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if:
i. The Check is less than the Payee Validation Threshold, ii. The payee's name on the Check is handwritten instead of machine-printed, iii. You fail to include the payee's name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee's name manually to Check Issue Data you have previously provided to us. c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee's name if:
i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee's name because:

6 Check Disbursements and Fraud Prevention Services Service Description

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

2. You used customized zone formatting.

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

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

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

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

11. Our right to return Checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that:

7 Check Disbursements and Fraud Prevention Services Service Description a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or
b. There are insufficient collected and available funds in your Account to pay the Check.

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

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

Reverse Positive Pay Service

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

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

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

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

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

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

8 Check Disbursements and Fraud Prevention Services Service Description

6. Edit requests and return instructions.
a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request.

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

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

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

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

1. Description of service. With this Service you can set limits on checks and other paper Items presented for payment on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero. For purposes of this Payment Authorization Service Description. “Check” refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you.

2. Available options.

Option
(on Product Enrollment Form) Action we will take
Maximum Check Amount Authorized
We will automatically return unpaid Items drawn against the Account which are presented to us for payment on your Account but exceed the "Maximum Check Amount Authorized" you provide us with.

These Items are marked "Refer to Maker."
Maximum Check Cashing Amount
We will refuse to cash Checks presented to us for payment on your Account through our branch network, if they exceed the "Maximum Check Cashing Amount" you specify.

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

Checks to Individuals
We will refuse to cash Checks which are presented to us for payment on your Account through our branch network, and which are made payable to an individual.

Account Reconciliation Plan (ARP) Service

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

9 Check Disbursements and Fraud Prevention Services Service Description

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

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

Controlled Disbursement Account Service

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

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

2. Requirements for Controlled Disbursment Check stock.You will ensure each Check:
a. Contains your account number and our routing number on the MICR line of the check. b.

Complies with all other requirements we communicate to you. c. Is not issued until we notify you that your Check stock meets our specifications. d. Does not include instructions for the payee to print the Check themselves.

3. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through the Information Reporting Service. The "Total Net Presentment" consists of the total dollar amount of:
a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and b. Adjustments to the Disbursement Account reported on our CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the "Prior Day Funding Adjustments").

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

10 Check Disbursements and Fraud Prevention Services Service Description

4. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either:
i. The Total Net Presentment or your estimate of the Total Net Presentment, and ii. The total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra-day composite report we make available to you. b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option:
i. Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account, or ii. Return Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits).

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

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

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

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

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

11 Check Disbursements and Fraud Prevention Services Service Description

9. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service. You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks. You are aware that we offer an additional service known as "Payee Validation," which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses.

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

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

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

12. Survival. Sections 2 and 5 – 9 will survive the termination of this Service.Page 149 12 Check Disbursements and Fraud Prevention Services Service Description Specialized Disbursements Services
Centralized Disbursements Manager Service

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

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

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

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

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

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

13 Check Disbursements and Fraud Prevention Services Service Description

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

8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients ("CDM Checks") must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Description. You may not draw CDM Checks, or authorize the drawing or presentment of CDM Checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service.

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

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

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

14 Check Disbursements and Fraud Prevention Services Service Description

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

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

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

CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term "Funding Day" has the meaning given to it in section 15.
a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution ("Debit Account"). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depository financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b. ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e-mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice.

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

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

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

16 Check Disbursements and Fraud Prevention Services Service Description

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

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

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

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

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

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

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

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

17 Check Disbursements and Fraud Prevention Services Service Description

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

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

Payable Through Draft Service

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

2. Requirements for Draft stock. You will ensure each Draft:
a. Includes "PAYABLE THROUGH WELLS FARGO BANK, N.A." on the face of the Draft; and b. Contains your account number and our routing number on the MICR line of the Draft. c. Comply with all other requirements we communicate to you. d. Is not issued until we notify you that your Draft stock meets our specifications. e. Does not include instructions for the payee to print the Draft themselves.

3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time.

We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

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

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

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

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

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

9. Drafts to be dishonored.

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

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

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

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

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

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

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

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer.

When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b. Unauthorized Draft. With respect to each Draft, we: Page 156 19 Check Disbursements and Fraud Prevention Services Service Description i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

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

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

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

Third Party Drafts Service

1. Description of Service. You provide draft stock to your customers (each, a "third party") that issue third party drafts.

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

2. Requirements for Draft stock. You will ensure each Draft:
a. Includes “PAYABLE THROUGH WFB, N.A.” on the face of the Draft; and b. Contains your account and our routing number on the MICR line of the Draft. c. Comply with all other requirements we communicate to you. d. Is not issued until we notify you that your Draft stock meets our specifications. e. Does not include instructions for the payee to print the Draft themselves

3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time.

We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

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

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

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

20 Check Disbursements and Fraud Prevention Services Service Description

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

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

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

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

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

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

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

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

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

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

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer.

When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b. Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c. Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

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

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

12. Anti-money laundering and sanctions controls. While this Service Description is in effect, you will:
a. Be solely responsible for monitoring, interpreting and complying with all laws, regulations, judicial and administrative decisions, and executive orders that apply to you as a provider of accounts to your customers on which Drafts are issued, including the U.S. anti-money laundering and anti-terrorist financing ("AML") and sanctions laws and regulations;
b. Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S. AML laws and regulations, including but not limited to the USA PATRIOT Act ("PATRIOT Act"), and regulations promulgated by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury; c. Where you qualify under section 314(b) of the PATRIOT Act, maintain an effective notice with FinCEN evidencing your intent to engage in information sharing pursuant to section 314(b) of the PATRIOT Act; d. If subject to the PATRIOT Act, maintain policies and procedures that include a risk assessment of its products and services, designate a Board-approved AML Compliance Officer responsible for overseeing the components of the AML Program, and include processes for training, monitoring of Drafts, recordkeeping and reporting; e. Provide copies of your policies, procedures and practices designed to comply with this section 12, as we may request from time to time; and (b) upon our request and sole expense, allow us, or our designee, to make such on-site visits to you as we deem necessary or appropriate to review your policies, procedures and practices designed to comply with this section 12; and
f. Work with us in good faith to minimize the number of on-site visits and to limit the impact of the on-site visits on your business.

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

22 Check Disbursements and Fraud Prevention Services Service Description Glossary
Account Agreement means the applicable account agreement governing your Account.

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

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

Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have elected the Payee Validation service option under the Positive Pay Service, Check Issue Data also includes the payee's name.

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

Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you must choose to pay or return each Exception Check, and (ii) for the Reverse Positive Pay Service, the time we establish by which you must choose to edit or return each Check on the Paid Items Report.

Draft means each payable-through draft or third party draft we present to you in accordance with this Service Description and includes an Unauthorized Draft.

Item has the meaning given in the Account Agreement.

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

Master Agreement means the Master Agreement for Treasury Management Services.

Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us.

Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates pursuant to the terms of this Service Description, including any advances we make to the Funding Account pursuant to Section 3 of the Controlled Disbursements Service Description and any advances we make to the Disbursement Account pursuant to Section 4 of the Controlled Disbursements Service Description.

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

Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with a forged or other unauthorized signature, or a forged, unauthorized, incorrect or illegible endorsement.

Check Cashing Service Description
© 2023 Wells Fargo Bank, N.A.

Revised – November 3, 2023

1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") check cashing service ("Service") and includes:
(a) this Service Description;
(b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices;
This Service Description and the Master Agreement are posted on Wells Fargo Vantage SM f/k/a Commercial Electronic Office® or CEO® (hereinafter, "Vantage"). If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on Vantage. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update.

2. Description of Bank's Service. Bank's Service enables Company to have Bank and Bank's affiliates (each an "Affiliate" and unless otherwise specified, along with Bank, collectively "Bank") cash checks drawn on Company's accounts held at other banks.

2.1. Company's Request to Cash Checks. Company requests Bank cash checks each of which: (a) has a face amount equal to or less than the amount separately agreed to by Company and Bank in the Setup Form for the Service ("Setup Form"); (b) purports to be drawn by Company on an account identified on the Setup Form for the Service (each an "Account" and collectively "Accounts") at a drawee bank identified on the Setup Form ("Drawee") (each such check a "Check") whether actually issued by Company or not; and (c) is presented in person by the payee at an office of Bank.

2.2. Check Cashing Procedures. Company authorizes Bank to cash any Check that it does not have actual knowledge bears an unauthorized signature, contains a material alteration, or is otherwise not properly

2 Check Cashing Service Description
payable so long as Bank has followed its then current check cashing procedures in connection with the cashing of the Check. Bank reserves the right to require Company to consult with Bank with respect to any information concerning Bank that is printed on Company's check stock. COMPANY UNDERSTANDS

THIS SERVICE IS NOT AVAILABLE AT CERTAIN AFFILIATES OR BANK BRANCHES LOCATED IN CERTAIN STATES AS SEPARATELY DISCLOSED TO COMPANY.

3. Fees. Company agrees to pay Bank a periodic fee for the Service, which fee will be charged whether any Check is cashed during a period and may be changed by Bank from time to time upon prior written notification to Company, in accordance with the Service Documentation. In addition, a per-check check cashing fee may apply. Company agrees to inform its payees in writing that a per-check check cashing fee may apply.

4. Termination of Service. In addition to the termination provisions contained in the Master Agreement, Bank may immediately and without prior notice terminate the Service whenever it has any basis to believe that there will not be sufficient available funds in the Account to pay a Check when presented or, in its sole determination, there is an unacceptable risk of fraudulent activity. The provisions of this Service Description and the other Service Documentation will continue in effect with respect to all Checks cashed by Bank prior to termination of the Service.

5. Company's Guarantee of Payment and Obligation of Reimbursement.

5.1. Guarantee of Check Payment. Company unconditionally guarantees payment of all Checks even though at the time any particular Check is presented for payment (a) the endorsement of the named payee is unauthorized; (b) the Check was not drawn, issued or authorized by Company; (c) the Drawee has received a valid stop payment order regarding the Check; (d) Company does not have sufficient funds in the Account to cover the Check; (e) the Account has been closed or the Drawee is prohibited from paying Checks drawn against the Account; or (f) the Drawee has knowledge that the Check bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable.

5.2. Obligation of Reimbursement. If a Check is dishonored or if Bank is obligated to reimburse the Drawee or a collecting bank with respect to a Check, upon written demand accompanied by evidence of such dishonor or reimbursement, Company agrees to promptly reimburse Bank for all resulting loss. Company waives presentment and other notice of dishonor. In addition, Bank has the right to debit or chargeback any account of Company at Bank for any such loss.

6. Bank's Limitation of Liability and Company's Agreement to Indemnify Bank. Bank will have no liability including liability for any consequential, special, punitive or indirect loss or damage which Company, a payee, the Drawee, a collecting bank or any other person may incur or suffer in connection with a Check. Company will indemnify, defend, and save harmless Bank, and each of its directors, officers, employees, and agents (collectively in this section, "Indemnified Persons") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to the cashing of any Check by Bank in accordance with this Service Description and/or the breach of any material obligation of Company hereunder.

Survival. Sections 4, 5 and 6 of this Service Description survive termination of the Service.

© 2023 Wells Fargo Bank, N.A.

Revised – November 21, 2023
Stagecoach Sweep
®
service description
Introduction
The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Customer under this Service Description. "Customer" is the Bank customer identified on the Acceptance of Services that is signed when Customer enrolls in the Service ("Acceptance").

The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Customer's acceptance of the Service Documentation), c. The Master Agreement for Treasury Management Services ("Master Agreement") (which contains terms and conditions applicable to all Services),
d. The account agreement governing the account(s) (each, an "Account") Customer uses in connection with the Service,
e. The Product Enrollment Form (which contains set-up information for each Service in which Customer is enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

This Service Description and the Master Agreement are posted on Wells Fargo Vantage SM f/k/a Commercial Electronic Office® or CEO® ("Vantage"). If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on Vantage. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update.

Services
Wells Fargo Stagecoach Sweep®

1. Description of Service.

The Service enables Customer to link each domestic demand deposit account Customer enrolls in the Service ("Account") to one of the options described in Section 3 (each, an "Investment Sweep Option"). Customer may also link Customer's Account to Customer's line of credit with Bank ("Credit Sweep Option"), as described in Section 5. At the end of each Business Day, funds are transferred automatically or "swept" from the Account in accordance with

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Customer's designation(s) in the Acceptance. The amount swept ("Transferable Balance") is the Collected Balance in the Account less the Target Collected Balance. The "Collected Balance" is the amount available for immediate withdrawal from the Account. The "Target Collected Balance" is the amount that Bank and Customer have agreed will be maintained in the Account. A "Business Day" is every day except Saturdays, Sundays, federal holidays and days when the New York Stock Exchange is closed. Customer may access its funds only through the Account(s) it has enrolled in the Service. Circumstances in which the entire Transferable Balance may not be invested are described in Section 4. Additional provisions pertaining to the Investment Sweep Options are set forth in Sections 6 through 10.

2. Authorization.

Customer appoints Bank as its agent to act with respect to the Service and the Investment Sweep Option Customer has elected in the Acceptance.

3. Investment Sweep Options.

Bank offers the following Investment Sweep Options, each of which is subject to Section 4:
a. Wells Fargo Stagecoach Sweep ® Preferred Option. The Transferable Balance will be swept to an omnibus deposit account at Bank ("Preferred Option Account"). Funds belonging to multiple Bank customers are held in this omnibus deposit account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. b. Wells Fargo Stagecoach Sweep ® Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep ® Preferred Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep ® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance which is not swept to a Repurchase Agreement will be swept to the Preferred Option Account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account.
c. Wells Fargo Stagecoach Sweep ® Repurchase Agreement Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account.
d. Wells Fargo Stagecoach Sweep ®, Money Market Mutual Fund ("MMMF") Option. The Transferable Balance will be transferred to an omnibus deposit account at Bank. At the beginning of the next Business Day, the Transferable Balance will be transferred from the omnibus deposit account at Bank to an omnibus investment account in Bank's name at the custodian of the MMMF. MMMF shares belonging to multiple Bank customers are held in this investment account. Any portion of the Transferable Balance not swept to the MMMF will remain in the Account, and no dividends will accrue on it. If the Collected Balance in the Account on any Business Day is less than the Target Collected Balance, Bank will redeem a sufficient number of Customer's MMMF shares, as determined on the Business Day following the Business Day on which this shortfall occurs, to restore the Collected Balance to the Target Collected Balance. Purchases and redemptions of MMMF shares in connection with this Investment Sweep Option may occur only through deposits to or withdrawals from the Account. This option is available only to entities having a United States presence, as demonstrated by a U.S. mailing address in Bank's records for Customer.

4. Maximum Investment Amount; Transferable Balance not invested; earnings on Investment Sweep Option. a. Maximum Investment Amount. If Customer has designated a maximum amount for investment in Customer's Investment Sweep Option ("Maximum Investment Amount"), then the maximum amount invested for Customer on any given Business Day will equal the lesser of the Customer's Transferable Balance or Maximum Investment Amount. Any portion of Customer's Transferable Balance that is not invested pursuant to this Section 4a will remain in the Account and not earn interest.
b. Transferable Balance not invested. Bank will exercise reasonable efforts to invest the entire Transferable Balance but reserves the right to invest less when Bank determines in its sole discretion that the entire Transferable Balance exceeds the amount Bank is able to invest for Customer in the ordinary course of business. Any

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Transferable Balance not invested pursuant to this Section 4b will be held in accordance with Customer's Investment Sweep Option.
c. Earnings on Customer's Investment Sweep Option. Bank will handle any earnings on Customer's Investment Sweep Option in accordance with Customer's separate instructions to Bank.

5. Credit Sweep Option.

At the end of each Business Day, the Transferable Balance will first be applied to the outstanding balance on the line of credit specified by Customer in the Acceptance ("LOC"). Any remaining funds will then be deemed to be the Transferable Balance with respect to the Investment Sweep Option that Customer may have also selected. If the Collected Balance is less than the Target Collected Balance, funds will be advanced from the LOC and credited to the Account. The application of payments to and advances from the LOC are governed by the documents governing the LOC as amended or replaced from time to time (collectively, "Loan Documentation"). Bank may terminate the Credit Sweep Option immediately without notice to Customer if an event of default occurs under the Loan Documentation.

6. Provisions Applicable To Each Investment Sweep Option.

NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION

OR TO MAKE ANY REPRESENTATION REGARDING A SWEEP OPTION OTHER THAN THE

INFORMATION AND REPRESENTATIONS CONTAINED IN THE SERVICE DOCUMENTATION AND

IF SUCH INFORMATION IS PROVIDED OR SUCH A REPRESENTATION IS MADE, IT MAY NOT BE RELIED UPON AS BEING AUTHORIZED BY BANK.

7. Additional Provisions Applicable to Wells Fargo Stagecoach Sweep ® Preferred Option. a. Interest. Interest will accrue on Customer’s Transferable Balance in Bank's Preferred Option Account at a variable rate determined by Bank from time to time in its sole discretion. Accrued interest will be credited to the Account as agreed by Customer and Bank. If Customer has elected to be paid interest on a monthly basis, pending any such payment, interest on Customer’s accrued but unpaid interest will accrue and compound daily. For advance information about the interest rate on any given Business Day, Customer may contact its relationship manager at Bank.
b. Statements. Bank will make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Customer may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. c. Bank fees. Bank reserves the right to assess a monthly deposit balance fee and a monthly recoupment fee on Customer’s average daily Transferable Balance during the statement period. These fees are in addition to Bank’s monthly maintenance fee. When Bank assesses the deposit balance fee or the recoupment fee, the amount of each fee will appear on the client analysis statement for Customer’s account(s). For more information on the deposit balance fee and the recoupment fee, see Bank’s Commercial Account Agreement. Bank reserves the right to change these fees at any time without notice.

8. Additional Provisions Applicable to Wells Fargo Stagecoach Sweep ® Repurchase Agreement Option.

THE RATE OF RETURN ON THE REPURCHASE AGREEMENT INVESTMENT IS NOT THE SAME AS THE RATE OF RETURN ON THE UNDERLYING GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO SATISFY BANK'S REPURCHASE OBLIGATIONS TO CUSTOMER.

INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT INSURED BY

THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE

UNITED STATES GOVERNMENT OR ANY AGENCY OF IT, OR BY BANK, NOR IS BANK'S

OBLIGATION TO REPURCHASE CUSTOMER'S FRACTIONAL INTEREST IN ANY SECURITIES ACQUIRED UNDER REPURCHASE AGREEMENTS.

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THE REPO SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE UNITED STATES GOVERNMENT BUT ANY SUCH GUARANTY DOES NOT FLOW TO CUSTOMER. ALL SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE.
a. Purchases and sales. Subject to the limitations described in Section 8b, on each Business Day on which there is a Transferable Balance Bank will sell to Customer an interest ("Fractional Interest") in a pool of securities used by Bank as repurchase agreement collateral ("Repo Securities"), which will be described in a written confirmation to Customer (see Section 8g.). Each sale by Bank to Customer is a "Transaction".

Subject to Section 8b regarding purchase increments, the price of Customer's Fractional Interest ("Purchase Price") will equal the Transferable Balance. The Fractional Interest equals a fraction having the Transferable Balance as its numerator and the market value of the Repo Securities owned by Bank on the purchase date as its denominator. At the beginning of the first Business Day following the sale to Customer of a Fractional Interest, Bank will repurchase that Fractional Interest from Customer at (a) the Purchase Price thereof, regardless of any fluctuation in the market value of the Repo Securities, payable immediately, plus (b) a rate of return equal to 1/360 of the Pricing Rate, payable at the time agreed by Customer and Bank. The "Pricing Rate" is a variable rate determined by Bank from time to time in its sole discretion and will be reflected in the confirmation sent to Customer. For advance information regarding the Pricing Rate on any given Business Day, Customer may contact its relationship manager at Bank.

The Service will be governed by all applicable federal and state laws and regulations, including without limitation any requirements applicable to "public funds". Customer represents and warrants to Bank that Customer (i) is authorized pursuant to its governing documents and applicable law to enter into repurchase agreements; (ii) is authorized pursuant to its governing documents and applicable law to invest in the type of securities designated by Bank in connection with Customer's repurchase agreement transactions; and (iii) has obtained all necessary approvals required by its governing documents and applicable law, including but not limited to resolutions of Customer's governing body to enroll in this Repurchase Agreement option. b. Purchase increments. To avoid odd lot purchases of Repo Securities, Bank may require that Transferable Balances be used to purchase Customer's Fractional Interest in increments of $100 (with any unused Transferable Balance remaining in the Account).
c. Holding of securities. On the date that Bank repurchases Customer's Fractional Interest, any Repo Securities designated to Customer as collateral will be released to Bank's account. Bank acts as Customer's agent and in the event of default (i.e., Bank failure), Customer has the right to direct Bank to sell the Repo Securities and apply the proceeds in satisfaction of Bank's obligations to Customer under this Repurchase Agreement Option. d. Right of substitution. Bank will not have any right of substitution with respect to the Repo Securities. e. Margin. Because all repurchase transactions under the Investment Sweep Option are overnight securities transactions backed by the federal government or federal agency securities in which Bank has an interest, Bank will not be required to maintain margin (instead, Customer will have the security interest described in Section 10b). In addition, because Customer will purchase its Fractional Interest from Bank using the Transferable Balance, and only if a Transferable Balance is available on any given Business Day to execute such transaction, Customer will not be required to maintain margin.
f. Pledge of securities. Although the Repo Securities may be guaranteed as to principal and interest by the federal government or by the issuing federal agency, any such guarantee runs only to Bank by virtue of its direct ownership of the Repo Securities and does not extend to Customer as a Fractional Interest holder. To collateralize Bank's repurchase obligation, a security interest in certain Repo Securities is transferred to Customer. This security interest is described in Section 10b. In addition, the market value of the Repo Securities may fluctuate rendering liquidation insufficient to fulfill the Bank's entire obligation to Customer in a default situation. If the liquidation value of the Repo Securities is insufficient for full reimbursement, or if another creditor successfully claims rights to the securities, then Customer will have to look to other assets of Bank as an unsecured general creditor for repayment of any uncovered portion of the repurchase obligation. g. Confirmations and statements. Bank will make a daily confirmation available to Customer showing Customer's principal sweep amount, purchase date, repurchase date, Fractional Interest, market price and the CUSIP number(s) of the Repo Securities, and accrued rate of return credited for the preceding Business Day. The confirmation, together with the Service Documentation, will constitute conclusive evidence of the terms agreed between Customer and Bank with respect to the transaction to which the confirmation relates, unless with respect

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to the confirmation specific objection is made promptly after receipt thereof. In the event of a conflict between a term of the confirmation and the Service Documentation, the confirmation will control. Bank will also make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period.
h. Additional disclosures.
i. Customer and Bank recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).
ii. It is understood that either party’s right to liquidate Repo Securities held in connection with Transactions hereunder or to exercise any other remedies hereunder is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. iii. Customer and Bank agree and acknowledge that if a party hereto is an "insured depository institution," as such term is defined in the Federal Deposit Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a "qualified financial contract," as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).
iv. In the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder.
v. In the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder. vi. In the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

9. Additional provisions applicable to Wells Fargo Stagecoach Sweep® Money Market Mutual Fund Option.

MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.

AN INVESTMENT IN A MMMF IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH MMMFS SEEK TO PRESERVE THE VALUE OF CUSTOMER'S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MMMF.

FOR MORE INFORMATION REGARDING ALLSPRING FUNDS INCLUDING THE MMMF OPTION CUSTOMER SELECTED, OBTAIN A CURRENT PROSPECTUS BY CALLING 1-800-260-5969, OR BY VISITING www.allspringglobal.com. CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THIS AND OTHER INFORMATION ABOUT ALLSPRING FUNDS CAN BE FOUND IN A CURRENT PROSPECTUS.

PLEASE READ IT CAREFULLY BEFORE INVESTING.

ALLSPRING FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF ALLSPRING GLOBAL INVESTMENTS HOLDINGS, LLC (“ALLSPRING GLOBAL”), PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR THE ALLSPRING FUNDS. OTHER

SUBSIDIARIES OF ALLSPRING GLOBAL PROVIDE SUB-ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY ALLSPRING FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, A SUBSIDIARY OF ALLSPRING GLOBAL.

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a. General. If Customer has elected the MMMF Investment Sweep Option, then it acknowledges receiving a copy of the prospectus relating to MMMF shares that will be purchased using this Investment Sweep Option. This prospectus forms part of the Service Documentation and will control over the other Service Documentation with respect to the MMMF shares.
b. Purchase of shares. Bank will transfer funds to purchase shares of the MMMF at their net asset value ("NAV") as determined on the Business Day following the transfer of Customer's Transferable Balance to the omnibus deposit account at Bank. Customer's shares of the MMMF ("Investment Balance") will be held in Bank's name, as agent on behalf of all of its customers invested in the MMMF, in an omnibus investment account at the custodian for the MMMF. Customer's funds held in the omnibus deposit account at Bank are eligible for FDIC insurance; Customer's Investment Balance is not FDIC insured.
c. Statements. Bank will make a periodic statement available to Customer showing the Investment Balance and Customer's purchases and redemptions of MMMF shares during the statement period. Customer may also telephone Bank at its customer service number (1-800-289-3557) to determine the Investment Balance as of the close of the previous Business Day.
d. Termination, suspension of Service. Customer's investment in the MMMF shares will be credited by Bank to the Account within three Business Days from Bank's (i) receipt of a notice from Customer to Bank terminating the Service or (ii) suspension of the Service, on the closing price of the Business Day on which Customer's MMMF shares are sold. Accrued dividends attributable to the period when the Investment Sweep Option was in effect will be paid no later than the fifth Business Day of the month following the last month that the Investment Sweep Option was in effect.
e. Shareholder communications. All shareholder communications with respect to the MMMF will be forwarded to Customer's current address as shown on Bank's records.
f. Dividend accruals. Daily dividend accruals are based on the Investment Balance at the end of each day. If Customer's Account is credited for a MMMF redemption on a day preceding a non-Business Day, the redemption amount will be subtracted from the Investment Balance before the non-Business Day dividend accruals are calculated.

10. FDIC regulations require all insured depository institutions to disclose in writing to sweep account customers whether funds in a sweep account are deposits within the meaning of 12 U.S.C. 1813(l) and, if the funds are not deposits, the status such funds would have if the depository institution failed.

FDIC disclosures.
a. Wells Fargo Stagecoach Sweep
® Preferred Option. Funds held on Customer's behalf in Bank's Preferred Option Account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. b. Wells Fargo Stagecoach Sweep® Repurchase Agreement Option. Customer's Fractional Interest is not a deposit.

The Repurchase Agreement Option meets the FDIC's requirements for a properly executed repurchase agreement. If Bank were to fail, Customer's funds used to purchase Customer's Fractional Interest would not be eligible for FDIC insurance. The FDIC would treat Customer as a secured creditor to the extent of the then-current value of Customer's Fractional Interest and as an unsecured general creditor to the extent the Purchase Price exceeded the then-current value of Customer's Fractional Interest. Wells Fargo Stagecoach Sweep ® Money Market Mutual Funds Option. Funds held on Customer's behalf in the omnibus deposit account at Bank are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. Customer's MMMF shares held in the omnibus investment account in Bank's name at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Customer is the owner of its MMMF shares. c. Wells Fargo Stagecoach Sweep
® Money Market Mutual Fund Option. Funds held on Customer’s behalf in the omnibus deposit account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. Customer’s MMMF shares held in the omnibus investment account at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Customer is the owner of its MMMF shares.

EXH
IBIT E

MERCHANT PROCESSING

TERMS AND CONDITIONS
(Attached)
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Wells Fargo Merchant Services
Terms and Conditions
Table of Contents

1. Definitions .......................................................................................................................................................................................... 2

2. Services .............................................................................................................................................................................................. 2

3. Compliance with Agreement; Card Organization Rules, and Applicable Laws ..................................................................................2..

4. Settlement of Card Transaction ......................................................................................................................................................... 3

5. Exclusivity........................................................................................................................................................................................... 4

6. Fees; Adjustments; Collection of Amounts Due ................................................................................................................................ 4

7. Authorizations .................................................................................................................................................................................... 7

8. Chargebacks ....................................................................................................................................................................................... 7

9. Representations and Warranties Disclaimer ..................................................................................................................................... 7

10. Exclusions of Damages and Limitations Liability ................................................................................................................................ 9

11. Confidentiality and Intellectual Property Rights ............................................................................................................................... 9

12. Use of Cardholder Information and Card Organization Information Restrictions ........................................................................... 11

13. Assignments ..................................................................................................................................................................................... 11

14. Term and Termination ..................................................................................................................................................................... 12

15. Reserve Account; Security Interest .................................................................................................................................................. 13

16. Financial and Other Information ...................................................................................................................................................... 14

17. Indemnification ................................................................................................................................................................................ 15

18. Account Changes ............................................................................................................................................................................. 15

19. Special Provisions Regarding Non-Bank Services ............................................................................................................................. 16

20. Data Security .................................................................................................................................................................................... 16

21. Other Terms ..................................................................................................................................................................................... 20 Index of Schedules and Appendices ......................................................................................................................................................... 24 Glossary .................................................................................................................................................................................................... 25 Debit Services Schedule ........................................................................................................................................................................... 30 Electronic Benefits Transfer Services Schedule ........................................................................................................................................ 31 E
quipment Purchase Services Schedule ................................................................................................................................................... 36 Global ePricing Services Schedule ............................................................................................................................................................ 40 TransArmor Services Schedule ................................................................................................................................................................. 42 Wireless Services Schedule ...................................................................................................................................................................... 45

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The Wells Fargo Merchant Services Terms and Conditions (Terms and Conditions), together with the Merchant Processing Application (Application), Pricing Terms, Confirmation Page, and Attachments, as may be amended, (together, the Agreement) contain the terms and conditions of the Services provided to you.

1. Definitions
Capitalized terms in the Agreement without definition will have the meanings stated in Appendix 1 of the Glossary or in the applicable schedule. The terms “you,” “your,” or “yours” refer to the Customer named on the Application. The terms “we”, “us”, or “our” refer to Servicers unless indicated otherwise.

2. Services
Wells Fargo Merchant Services, LLC (Processor), Wells Fargo Bank, N.A. (Bank), or their respective Affiliates, or third parties will provide the Services according with the terms of the Agreement. The Application indicates the types of payments and Services you initially selected.

3. Compliance with Agreement, Card Organization Rules, and Applicable Laws

3.1 You agree to comply with all Agreement requirements and applicable Card Organization Rules. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers, and the procedures, responsibilities, and risk allocation for this process. Each party is bound by applicable Card Organization Rules and applicable federal, state, and municipal laws, rules, and regulations. You must comply at all times with all Card Organization Rules applicable to all Cards accepted by you. Card Organization Rules are available at https://usa.visa.com/support/consumer/visa-rules.html, www.mastercard.com/us/merchant/support, www.americanexpress.com, https://www.discoverglobalnetwork.com/solutions/enable-payments/accept-discover-network/. You are responsible for reviewing the Card Organization Rules from time to time and staying up to date and in compliance with any changes. This includes the following obligations:
a) Except as otherwise agreed with us, you agree that you shall honor all valid Cards in accordance with the Car d
O
rganization Rules without discrimination when properly presented for payment and not establish a minimum or maximum Card transaction amount as a condition for honoring all Cards; b) You agree not to accept any Card when you know, or should know, that acceptance of such Card may result in fraud, where the Cardholder is not the authorized user, or where the Card Transaction does not result from a bona fide Card transaction between you and the Cardholder;
c) You agree not to add any additional fees or charges to Card transactions, unless expressly permitted under applicable law. If permitted, any such fee or charge must be included in the Card transaction amount and no t
co
llected separately;
d) You agree to prominently and clearly disclose to Cardholders at all points of interaction your name and your location, and ensure that the Cardholder is easily able to understand that you are responsible for the relevant Card transaction, including the delivery of any goods (whether physical or digital) or provision of the services that are the subject of the Card transaction; and
e) You agree to display prominently on each of your premises, trading venues and/or websites where you accept Card transactions, all applicable Card and Card Organization identification, as required by and in accordance with the Agreement and/or Card Organization Rules.

3.2 Interchange. You are responsible for all fees set by the Card Organizations, including Interchange fees. The Interchange fee charged for a transaction depends on the Interchange level applicable to that transaction, and the Interchange level depends on a number of factors establish by the Card Organizations, such as the type of Card transaction presented, specific information contained in the transaction, how and when the transaction is processed, your industry, and other factors. Note that Card Organizations regularly add new Interchange levels and change the Interchange rates and qualification criteria for existing levels. If a Card transaction does not qualify for the lowest interchange rate for which it is eligible, then that Card transaction will be downgraded and processed at a more costly lnterchange rate for which it qualifies. You will pay retroactively increased Interchange fees for any Card transactions that a Card Organization determines did not qualify for the rates originally used. You acknowledge that the fees stated herein are based upon the qualification of your Card transactions for certain Interchange fees as set by the applicable Card Organizations. If a transaction fails to

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qualify for your anticipated Interchange levels or you inadvertently or intentionally accept a Card transaction other than the type anticipated for [update language] account (including a different Card type), then, as applicable to the pricing set forth In the Pricing Terms Schedule, you will be charged a higher Interchange, Discount Rate, or non-qualified Interchange fee, as well as any applicable surcharge for that transaction, all as set forth in the Pricing Terms Schedule.

3.3 Card Organization Fines. You will pay any Card Organization Fines imposed with respect to your acts or omissions. You are also responsible for any Card Organization Fines or other fines and fees imposed on us as a result of acts or omissions by your agents or third parties.

3.4 Merchant Category Codes. Card Organizations use merchant category codes (MCCs) to classify merchants and businesses by the type of goods or services provided. Card Organizations, Issuers, and Acquirers can use MCCs to categorize, track, and restrict transactions. MCCs can be used for tax reporting, Interchange promotion, and gathering information about Cardholder purchasing behavior. Often, MCCs are recognized by all Card Organizations; however, not all codes are recognized by all brands. Card Organizations frequently add, eliminate, or change the codes with regularly scheduled enhancements. As a result, from time to time, the MCC associated with your merchant profile may need to be updated, which may impact your Interchange fees.

3.5 Card Organization Monitoring. Mastercard, Visa, Discover, and American Express have guidelines, merchant monitoring programs and reports to track merchant activity such as excessive credits, fraud and Chargebacks, and increased deposit activity. If you exceed the guidelines, or engage in practices that could circumvent such monitoring programs, or submit suspicious transactions as identified by a Card Organization or any related program or reports, you may be subject to:
a) changes to you operating procedure requirements;
b) incremental Chargebacks and/or increased fees, including fees for disputing a chargeback; c) settlement delay or withholding;
d) termination of your Agreement; or
e) audit and imposition of Card Organization Fines.

4. Settlement of Card Transaction

4.1 We will only be required to settle Card transactions for Card types specified in the Application. We will work to initiate a transfer of the settlement funds to you promptly after Sales Drafts are presented.

4.2 All credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses) and Card Organization Fines. You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees, pending Chargebacks, and any other amounts owed to us or any of our Affiliates. You also agree we can setoff any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals, guarantors or authorized signors.

4.3 We will not be liable for any delays in receipt of funds or errors in debit and credit entries.

4.4 In the addition to any other remedies available to us under the Agreement, you agree that should any Event of Default (see Section 14.6) occur, we may, with or without prior notice, change processing or payment terms and suspend credits or other payments of any funds, money, and amounts due, or to become due to you, per the terms of the Agreement until we have had a reasonable chance to investigate the event.

4.5 Transfers to and from the Settlement Account will use the account number and routing number that you have supplied. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual account or financial institution identified by name.

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4.6 The Agreement is a contract under which we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. Bankruptcy Code. Your right to receive any amounts due (or to become due) from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest, and our rights to withhold settlement funds under the Agreement, regardless of whether such items are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured, or unmatured.

5. Exclusivity
During the term of the Agreement, you must use us as your exclusive provider of all Services.

6. Fees; Adjustments; Collection of Amounts Due

6.1 For the Services provided, you will be charged, and agree to pay us, the fees described in the Agreement, including the Application, the Pricing Terms Schedule and any additional pricing disclosures and any future communications from us that modify your Pricing Terms Schedule or the Agreement. All fees will be calculated and payable according to the terms of the Agreement.

6.2 Fees for Services are based on assumptions associated with the anticipated annual volume and average transaction size for all Services described in the Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if you significantly alter your method of doing business, we may adjust your fees for Services without prior notice.

6.3 Fees for Services may be adjusted from time to time to reflect:
(a) any new fees or increases or decreases in the interchange and/or assessment portion of the fees, imposed by Card Organizations;
(b) the appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by you; (c) increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the Services provided by us when the costs are included in the Service or other fixed fees;
(d) any pass-through increases or new fees charged to us by third parties related to the Services; or (e) any combination of the above.

All adjustments are your responsibility to pay and will become effective upon the date implemented by the applicable Card Organization or third party or as specified in our notice to you.

6.4 Additional fee terms:
(a) If you accept Debit Cards, in addition to the Debit Card Transaction Fees set forth in the Pricing Terms Schedule that may change from time to time, you are responsible for the amount of any fees imposed upon a transaction by the applicable debit network.
(b) If a
pplicable, a Monthly Minimum Processing Fee will be calculated beginning 30 days after the date your Application is approved as stated in your Pricing Terms Schedule. (c) Authorization fees are charges that apply each time you communicate directly with Processor. (d) An Authorization /EDC Fee applies to all Visa, Mastercard and Discover approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, and batch entry transactions and includes any Transaction Fees and capture fees. Page 173
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6.5 The fees for Services as shown on the Pricing Terms Schedule are based on the assumption that your Credit Card and Non-PIN Debit transactions will qualify at the anticipated interchange programs associated with your account. You may be charged higher fees if a transaction fails to qualify for your anticipated interchange programs or you accept a transaction other than anticipated for your account, including a different Card type, as well as any applicable surcharge for that transaction. If you accept a transaction other than the type anticipated for your account, including a different Card type, you will also be subject to current transaction fee(s) for the Card and/or transaction and be liable under this Agreement for the transaction to the same extent as you would be if it was an elected and approved Card type. For more information on Visa's and Mastercard's interchange rates, please go to www.visa.com and www.mastercard.com.

6.6 All Authorization fees will be charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. If you are billed a combined fee for both the Authorization and Capture of a transaction, the Authorization and Capture must be submitted as a single transaction, otherwise the authorization and the capture will each be charged separately. You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing.

6.7 We may also increase our fees or add new fees for Services for any other reason at any time by notifying you 30 days prior to the effective date of the change or addition (subject to Section 14.5).

6.8 You may be charged for any changes referenced in Section 18.4 or any other changes requested by you or otherwise necessary related to account maintenance.

6.9 If you receive settlement via the Automated Clearing House (ACH), it will normally be electronically transmitted directly to the Settlement Account. You agree that any Settlement Account designated will be an account primarily used for business purposes. You agree to be bound by the current terms of the operating rules of the National Automated Clearing House Association, in effect at the time. For amounts due under this Agreement and any agreement with our respective Affiliates, you authorize us to:
(a) access information from the Settlement Account;
(b) initiate credit or debit entries by bankwire or ACH transfer; (c) authorize your financial institution to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Settlement Account; and
(d) authorize your financial institution to provide such access and to credit or debit or to block the same to such account.

This Authorization is without respect to the source of any funds in the Settlement Account, is irrevocable and coupled with interest. This authority extends to any equipment purchase agreements as well as to any fees, assessments and Chargeback amounts due to us under the terms of the Agreement, whether arising during or after termination of the Agreement. For each ACH that cannot be processed, all subsequent funding may be suspended until you either (a) notify Processor that ACHs can be processed or (b) a new electronic funding agreement is signed by you. Your Settlement Account must be able to process or accept electronic transfers via ACH. If you elect to receive settlement funds by wire transfer, we may charge a wire transfer fee per wire.

6. 10 All fees for Services are deducted as disclosed in your Pricing Terms Schedule or as otherwise communicated to you in accordance with the Agreement. All settlements for Card transactions will be the net of credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also setoff from any payments otherwise due, any amounts owed to any of our Affiliates, whether or not arising out of or related to the Agreement.

6.11 If any of your lines of business have excessive chargebacks in a given month, we reserve the right to assess excessive Chargeback fees in addition to any fees and fines passed through by the Card Organizations for all Chargebacks occurring in that month. Each estimated industry Chargeback percentage is subject to change from time to time by us in order to reflect changes in the industry Chargeback percentages reported by Visa, Mastercard, American Express or Discover. Your Chargeback percentage will be calculated as the larger of (a) the total Visa, Mastercard, American Express and Discover Chargeback items in any line of business in any calendar

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month divided by the number of Visa, Mastercard, American Express and Discover transactions in that line of business submitted that month, or (b) the total dollar amount of Visa, Mastercard, American Express and Discover Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, Mastercard, American Express and Discover transactions in that line of business submitted in that month.

6.12 You will promptly and carefully review your merchant statements or other documents provided or made available to you reflecting Card transaction activity, including activity in your Settlement Account. If you believe any adjustments should be made with respect to your Settlement Account, you must notify us by 60 days after any debit or credit is, or should have been affected or such shorter period as provided in these Terms and Conditions that govern such account. If you notify us after 60 days, we are not obligated to investigate or make any adjustments. Any voluntary efforts by us to assist you in investigating such matters does not obligate us to continue such investigation or any future investigation.

6.13 If you do not pay us all fees and any other amounts due under the Agreement within 30 days of the date of your merchant statement or other statement stating the amount due, then we may charge you interest for such time that the amount and all accrued interest remain outstanding at the lesser of (a) the per annum rate equal to Bank’s then current prime rate plus 2%, based on a 360-day year; or (b) the maximum rate permitted by applicable law.

6.14 Other Debits. We may also debit your Settlement Account or your settlement funds for the following:
• Card Organization Fines, or other obligations of any kind we may be assessed or any amount you ar e
o
bligated to indemnify us;
• debit for EDC batch error fee;
• Card Organization Merchant Chargeback/fraud monitoring fees - excessive Chargeback handling fees; • shipping and handling fees;
• Chargebacks never posted to your account;
• fees for Services not previously assessed;
• reversal of deposit posted to your account in error;
• payment of current or past due amounts for any equipment purchase; • debit for Summary Adjustment not previously posted;
• incorrect transaction date submitted;
• incorrect merchant descriptor (name and/or city, state) submitted; • other debit related fees;
• reversal of credit for deposit previously posted;
• debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or for costs related to our collection activities in an amount no less than $100.00; • failure of transaction to meet Member Controller Authorization Service ("MCAS") - Cardholder account number on exception file;
• original transaction currency (foreign) not provided; • travel voucher exceeds maximum value;
• currency conversion was incorrectly calculated; and
• costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process a
ssociated with your account in an amount no less than $150.00.

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7. Authorizations
If you contracted to use one of our Authorization Services, you must not use another third-party Authorization system without v
erifying they are properly registered with the Card Organizations. To do so, contact Customer Service to check the registrat ion status. Otherwise, we will be unable to successfully research and defend any Authorization- related Chargebacks on your behalf.

This delay will significantly decrease your time to research and provide proof of Authorization, thus reducing your opportuni ty to reverse a Chargeback.

8. C
hargebacks

8.1 You are responsible for reimbursing us for all transactions you submit that are charged back, and for Chargebacks, return items, or other losses resulting from your failure to provide a Card transaction record requested by us within the applicable time limits.

8.2 A Chargeback may be debited to your Settlement Account for numerous reasons. If the Issuer submits a Chargeback, we will send you a Chargeback notification, which may also include a request for transaction records. Due to the short timeframe requirements imposed by the Card Organizations, it is extremely important that you promptly respond to a Chargeback notification and transaction records request. a) You must not process a credit or refund for a transaction once a Chargeback is received. The Issuer will credit the C
ardholder’s account. A credit issued after a Chargeback has been received may not be recoverable, and you may be financially responsible for the credit as well as the Chargeback. b) If the information you provide is both timely and, in our sole discretion, sufficient to warrant a representment of the t
ransaction and/or reversal of the Chargeback, we will do so on your behalf. However, representment and/or reversal is/are ultimately contingent upon the Issuer and/or Cardholder accepting the transaction under applicable Card Organization guidelines. Representment or reversal is not a guarantee that the Chargeback has been resolved in your favor.

8.3 You will be responsible for all fees and charges imposed by the Card Organizations in relation to any Chargebacks you receive (as set forth in the Pricing Terms Schedule) or excessive Chargeback fees as determined by the Card Organizations, including any fees and charges incurred due to any dispute of a Chargeback. Any such fees and charges will be debited from your Settlement Account, in addition to the Chargeback.

9. Representations and Warranties Disclaimer

9.1 You represent, warrant, and covenant to us that:
(a) each Card transaction is permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the Sales Draft, preauthorized order, or Credit Draft, and does not involve the use of a Card for any other purpose; (b) each Card transaction represents an obligation of the Cardholder for the amount shown; (c) the Card transaction amount is not subject to any dispute, setoff or counterclaim; (d) each Card transaction amount is only for merchandise or services (including taxes) sold, leased or rented by you pursuant to your business as indicated on the Application; (e) th e merchandise or service was actually delivered or performed simultaneously upon your accepting and submitting the Card transaction for processing, except for any delayed delivery or advance deposit Card transactions expressly authorized by the Agreement;
(f) you have no knowledge or notice of any fact, circumstances or defense that would indicate that any Card transaction is fraudulent or not authorized by the related Cardholder or would weaken the validity or collectability of the Cardholder's obligation arising from such Card transaction or relieve the Cardholder from liability; (g) each Sales Draft is free of any alteration not authorized by the related Cardholder;

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(h) you cannot impose a surcharge for accepting a Card transaction without prior approval by us and registration with the Card Organizations;
(i) you cannot complete a transaction using your own personal Card for the purpose of receiving cash; (j) you have completed one Card transaction per sale; or one Card transaction per shipment of goods if the Cardholder agreed to partial shipments;
(k) you are a validly existing legal Entity, in good standing and free to enter into the Agreement; (l) each statement made on the Application or other information provided to us is true and correct; (m) you are not doing business under a name not previously disclosed to us; (n) you have not changed the nature of your business, Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different Merchant Category Code (MCC), in a way not previously disclosed to us;
(o
) you will use the Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Services to any person;
(p) you have not filed a bankruptcy petition that you haven’t disclosed to us; (q) you own and control the Settlement Account, and no third-party security interest or lien of any type exists regarding the Settlement Account or any Card transaction; (r) you will not at any time during the Agreement, or until all amounts due under the Agreement have been paid in full, grant or pledge any security interest or lien in the Reserve Account, Settlement Account or transaction proceeds to any person without our consent;
(s) you are fully responsible for your employees, agents, representatives, including their actions and inactions related to this Agreement and the Services. You will provide adequate training and inform such individuals and Entities of their obligations hereunder and have written confidentiality agreements no less stringent than the confidentiality obligations contained in this Agreement; and
(t) the Card transaction is not a payment for a product or service that violates federal, state, or local law in any jurisdiction that may be applicable.

9.2 Th
e Agreement is a service agreement. We, our Affiliates and any third party related to the Services, disclaim all representations or warranties, express or implied, made to you or any other person or Entity. This disclaimer expressly disclaims any warranties regarding quality, suitability, merchantability, fitness for a particular purpose, non - infringement or otherwise of any services or any goods provided incidental to the Services provided under the Agreement, including those provided by a third party. There are no warranties that the Services will be completely accurate, error-free or will be available without interruption.

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10. Exclusions of Damages and Limitations Liability

10.1 Each party or our Affiliates or any of our or their respective directors, officers, employees, agents or subcontractors, or the Card Organizations, will not be liable to each other for lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages (whether direct or indirect) under the Agreement, regardless of whether these damages were foreseeable or a party was advised they were possible, under any legal theory. Card Organization Fines and other amounts you are liable for under the Agreement (including amounts imposed by a regulatory authority that are specifically due to a party’s failure to perform its obligations under the Agreement) are not excluded by this Section.

10.2 O
ur aggregate liability for losses, obligations, claims, suits, breaches or damages arising from any cause (including, without limitation, Claims, specifically including, but not limited to Sections 10.3 or 17.2), regardless of the form of action or legal theory will be limited to the lesser of (a) $50,000 or (b) the amount of fees received by us for Services performed in the immediately prior 12 months.

10.3 If it is determined that we have liability for delay in funding transactions for any reason, our liability will be limited to interest computed from the date that you submit the transaction to the date that we fund the transaction at the rate of the federal funds set by the Federal Reserve Bank of New York.

10.4 Bank is not responsible, and has no liability, for Non-Bank Services.

11. Confidentiality and Intellectual Property Rights

11.1 You will treat the Agreement and related information, and any other information supplied or otherwise made accessible by us or our affiliates, suppliers or agents as our confidential information including without limitation:
(a) information about the Services, including Non-Bank Services as provided in any form; (b) technical specifications, design, process, procedure, formula, or improvement; and (c) concepts, documentation, reports, data specifications, software, source code, object flow, charts, databases, inventions, know - how, and trade secrets, whether or not patentable or copyrightable.

11.2 You will not disclose our confidential information to any third parties without our written permission. If we consent, you may only disclose to those persons who have a need to know in connection with your performance under the Agreement, subject to the Agreement’s requirements.

11.3 You must only use our confidential information to exercise your rights and to perform your obligations. You must safeguard all confidential information using a reasonable degree of care equal to or more than the care used by you in safeguarding your own similar information or material.

11.4 Upon our request, you will return to us, or at our direction, destroy all our confidential information in your possession or control.

11.5 The restrictions within this Section do not apply to information that: (a) is or subsequently becomes publicly available (through no fault of yours); (b) you lawfully possess before its disclosure; (c) is rightfully independently developed without reliance on our confidential information; (d) is received from a third party that is not obligated to keep it confidential; or (e) is required to be disclosed by law, regulation, or court order after you have given us as much advance notice as possible and cooperate with us to seek a protective order or comply with Card Organization Rules.

11.6 The Agreement does not grant any right, license, interest, or title in, to or under our confidential information to you. No l
icense is granted to you under any patent, trademark, copyright, trade secret or other proprietary rights of ours. All confidential information and intellectual property rights, title, and interest related to Services owned, developed or licensed by us prior to, during or after the Agreement, or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, will remain our exclusive property (including: Marks, software, content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods, and any updates, changes, alterations, or modifications to or derivative works from the intellectual property). All rights, title and interest associated with the Services not expressly granted by us in the Agreement are deemed withheld. You will not assign the rights to use the Marks of Bank, Processor, our Affiliates, or Card Organizations.

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11.7 You will not:
(a) use the Services in any way other than in accordance with the Agreement, any supplied documentation, or as otherwise instructed by us in writing;
(b) use the Services, either directly or indirectly, to develop any service or product that competes with the Services;
(c) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to access, ascertain, reconstruct, derive, or appropriate for any reason or purpose (i) the source code for any software, or (ii)any algorithm, process, procedure, idea, or other information contained in the Services; (d) modify, translate, or alter the Services in any manner; (e) create derivative works of or based on the Services; (f) disclose or provide the Services to, or permit the Services to be accessed or used (in any format or by any means) by any third party other than your authorized employees and contractors who are bound by written confidentiality obligations; that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copies of the Services, except for (i) backup/archival purposes, or (ii) any supplied documentation, only as reasonably necessary to facilitate use of the Services as long as any such copies contain all appropriate proprietary notices;
(h) remove, relocate, or modify any proprietary rights notices relating to the Services; (i) access or attempt to access portions of the Services not authorized by us for use; (j) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted; hereunder;
(k) use the Services for any unlawful purpose;
(l) use, access, transfer, move, relocate, ship, or transship the Services outside of the United States without obtaining our advance written consent; or
(m) circumvent, or attempt to circumvent, any applicable security measures of the Services.

11.8 You agree that we may obtain relevant information from any applicable telecommunications provider you use to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by you in connection with the Services.

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12. Use of Cardholder Information and Card Organization Information Restrictions

12.1 Unless you obtain consent from us and each applicable Card Organization, Issuer and Cardholder or pursuant to a court or governmental agency request, subpoena or order, you will not use, disclose, store, sell or share any Cardholder information obtained in connection with a Card transaction to authorize, complete, and settle Card transactions and resolve any issues involving Card transactions. You will use proper controls for, limit access to, and make unreadable before discarding all records containing Cardholder account numbers and Card imprints. You will not retain or store Magnetic Stripe data or Card Verification codes after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you will not reproduce the signature except upon our request.

12.2 You will not obtain ownership rights in any information relating to and derived from Card transactions or any Card Organization information (including BINs/ICAS and other identifiers) and you must keep such information confidential and secure in accordance with the Agreement. Cardholder account numbers, personal information and other Card transaction information, including any databases with such information, may not be sold or disclosed to a third party as an asset. Upon a bankruptcy, insolvency or failure of your business, you will return or provide us with acceptable proof of destruction of all Card transaction information.

12.3 We will keep confidential any information we receive from you via your use of the Services. Exceptions are we may disclose such information (a) to third parties as appropriate to provide the Services; (b) to our internal and external auditors, attorneys and regulators; (c) as required or permitted by law, regulation or court order; and (d) to our respective Affiliates as appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related Services for you for the purpose of providing additional products and Services to you (Transaction Data), other merchants, or third parties. This includes Cardholder information and other Transaction Data to provide you analytic products and Services. We may also collect and use Transaction Data anonymized and aggregated with other merchants’ Transaction Data to provide you, other merchants, and third parties with analytic products and Services.

13. Assignments

13.1 You may not transfer or assign the Agreement without our prior written consent. This restriction includes any transfer of voting interests that constitute a Change of Control of you or your parent; any such transfer or assignment is voidable by us. You will indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, our fees and Card Organization Fines arising from such transferee’s or assignee’s Submission of Card transactions to us.

13.2 The payment Services we provide require access to a single bank account where we may initiate both credits and debits.

You may not enter into any agreement that requires the transfer of any payments or proceeds from Card transactions to the custody or control of any third party. If you make an assignment of (or provide a security interest in) receivables covered by the Agreement, then we may elect to
(a) refuse to acknowledge such assignment unless accompanied by an Authorization to both initiate debits or credits to the assignee’s bank account; (b) terminate the Agreement immediately; or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer.

13.3 We may substitute Bank for another Visa, Mastercard and debit network member. Such Visa, Mastercard and debit network member will be responsible for all obligations required of Bank for Visa and Mastercard transactions, including full responsibility for its Card program and other obligations that are required by Card Organization Rules. Subject to Card Organization Rules, we may assign or transfer the Agreement and our rights, duties and obligations, in whole or in part, and may delegate or subcontract our rights, duties and obligations, in whole or in part, to any third party, without notice to you or your consent.

13.4 Except as written elsewhere in this Section, the Agreement is binding upon successors and assigns and will take effect to th
e benefit of those parties. No assignee has any right to continue, assume or assign the Agreement for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of your assets or business.

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14. Term and Termination

14.1 The Agreement is effective on the Effective Date.

14.2 The initial term of the Agreement will continue for three years from the date you submit your first transaction to us. After the initial term is complete, the Agreement will renew annually for one year terms until you provide written notice in accordance with Section 14.4 or 14.5. If you do not notify us in writing of your request to terminate, you acknowledge and agree you will continue to be charged fees pursuant to the Agreement regardless of account inactivity.

14.3 We may terminate the Agreement or any Attachment at any time and for any reason by providing 20 days prior written notice. We may terminate the Agreement immediately or with shorter notice if there is an Event of Default (see Section

14.6).

14.4 You may terminate the Agreement without penalty at any time and for any reason upon providing us 90 days prior written notice. If you do not notify us in writing, you will continue to be charged fees pursuant to the Agreement, even if you do not use your account.

14.5 You may terminate the Agreement without penalty in the event of a material breach by us. If we notify you of any new fees or fee increases, you may terminate the Agreement by notifying us prior to the effective date of such new fees or increases. However, maintaining your merchant account or continuing to use the Services after the effective date of the fee changes will be considered your acceptance of the fee changes.

14.6 An Event of Default is any one of the following:
(a) a material adverse or any other material change in your business, merchant profile, financial condition, or business prospects;
(b) you change Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different MCC under Card Organization Rules, in a way not previously disclosed to us; (c) any transaction or series of transactions we deem voidable under Section 13.1; (d) a Change of Control of you or your parent organization or a sale of all or a substantial portion of your assets; (e) you have irregular Card sales or excessive Chargebacks; or you are in noncompliance with any applicable data security standards, as determined by us, or any Card Organization, or any other person; or an actual or suspected data security incident, nonconformance with any applicable data security standards, as determined by us, any Card Organization, or any other Entity, or any other circumstances which may increase our exposure or present a financial or security risk to us, including your processing transactions for a business type we have designated as unqualified; (f) you breach any of your representations, warranties or covenants in the Agreement; or you default in the performance or observance of any term, covenant, condition or agreement in the Agreement, including, the establishment or maintenance of funds in a Reserve Account (see Section 15); (g) y
ou default in the performance or observance of any term, covenant, or condition contained in any agreement with any of our respective Affiliates;
(h) you default in the payment when due of any material indebtedness for borrowed money; (i) your independent certified accountants shall refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; (j) you file, or have another party file, a petition under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (k) you violate any applicable law or Card Organization Rules, or we reasonably believe that termination of the

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Agreement or suspension of Services is necessary to comply with any law. This includes the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); or you breach Section 21, as determined by us.

Then, upon the occurrence of (1) an Event of Default specified in items (d), (e), (g), (h), (j), or (k) above in this Section, we may consider the Agreement to be terminated immediately, without notice, and all amounts payable are immediately due and payable in full without demand or other notice of any kind, and (2) any other Event of Default, the Agreement may be terminated by us giving no less than 10 days notice to you, and upon such notice all amounts payable will be due and payable on demand.

14.7 The provisions of the Agreement which require or are meant to survive the termination of the Agreement, or be irrevocable or perpetual, to give them full force and effect, will survive the termination of the Agreement. All rights of action arising from the Agreement, all your obligations to pay or reimburse us for any obligations associated with transactions you have submitted to us and any remedies for such Claims will survive termination of the Agreement until paid in full and settled.

14.8 If any Event of Default occurs, and regardless of whether it has been cured, we may exercise all of our rights and remedies under applicable law and the Agreement, including exercising our rights under Section 15.

14.9 If you file for protection under the U.S. Bankruptcy Code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws, and you continue to use our Services, you must open new accounts to distinguish pre and post filing obligations. As long as you use the accounts you established prior to such filing, we will not be able to systematically segregate your post -filing transactions or prevent setoff of the pre- existing obligations. In that event, you are responsible for submitting an accounting supporting any adjustments that you may Claim.

14.10 The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If the Agreement is terminated for cause, we may be required to report your business name and the names and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of an Event of Default or for any reason specified as cause by the applicable Card Organization. You agree to waive and hold us harmless from and against all Claims that you may have as a result of such reporting.

14.11 After termination of the Agreement, you will continue to bear total responsibility for all Chargebacks, Card Organization Fines imposed on us as a result of your acts or omissions, credits and adjustments resulting from Card transactions processed pursuant to the Agreement, and all other amounts due or which become due under the Agreement.

14.12 If we determine your merchant account is inactive, we may cancel the Agreement without further notice. Inactivity will be determined by an extended period of time with no transactions processed by us on your behalf.

15. Reserve Account; Security Interest

15.1 You authorize us to establish a Reserve Account, in any amount in our discretion, to help mitigate our risk exposure under the Agreement. You are obligated to fund this account pursuant to this Section. We will set the amount of the Reserve Account based upon your processing history (where applicable) and the potential risk of loss to us as we determine in our sole discretion from time to time.

15.2 Th
e Reserve Account must be fully funded upon three days' notice to you. In instances of fraud, suspected fraud or an Event of Default, funding must be immediate. The Reserve Account may be funded by all or any combination of the following:
(a) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates maintained in the name of you, any of its principals, or any of its guarantors, or if any of the same are authorized signers on such account;
(b) any payments due to you;
(c) you provide us an unconditional letter of credit, subject to our acceptance;

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(d) if we agree, your pledge to us of a freely transferable and negotiable certificate of deposit; or (e) other collateral we deem acceptable at our discretion.

Any letter of credit or certificate of deposit will be issued or established by a financial institution acceptable to us and in a form we find satisfactory.

When the Agreement is terminated or expired, an immediate Reserve Account may be established without prior notice in the manner above. We will hold a Reserve Account for the greater of 10 months after termination of the Agreement or longer consistent with our liability for your Card transactions and Chargebacks according to Card Organization Rules. We will hold these funds in master account(s) with your funds allocated to separate subaccounts. Unless specifically required by law, you are not entitled to interest on funds we hold in a Reserve Account.

15.3 If your funds in the Reserve Account are insufficient to cover the Chargebacks, adjustments, fees and other charges and amounts you owe, or if the funds have been released, you must promptly pay us such sums upon request. (a) To secure your obligations to us and our Affiliates under the Agreement and any other agreement for equipment products or Services (including obligations for which payments are subsequently invalidated, declared fraudulent or preferential, set aside or required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, any law or equitable cause), you grant to us a first priority lien and security interest to the Reserve Account and any of your funds for your Card transactions processed by us, whether due now or in the future. Any amounts we hold now or in the future may be commingled with other funds of ours or, with any other funds of other customers of ours. You expressly waive any notice or demand and authorize us to, at any time, setoff, recoup, and to appropriate and to apply any such funds against and on account of your obligations to us and our Affiliates under this and any other Agreement for any related equipment or related Services (including any Check Warranty and Check Verification Services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured, or unmatured. You will execute and deliver to us such instruments and documents reasonably requested by us to perfect and confirm the lien, security interest, right of setoff, recoupment, and subordination. (b) Any funds held in a separate Reserve Account (Control Account), will be subject to (1) our security interest pursuant to this Section 15, and (2) an account control agreement (Control Agreement) as defined by the Uniform Commercial Code) between you, the institution holding the Reserve Account (Reserve Account Bank), and us. The Control Agreement will be satisfactory to us in form and substance. The Reserve Account Bank will be a national bank mutually acceptable by the parties.
(c) In the event we deduct, holdback, suspend, or setoff any amounts due to you under the Agreement (together, Setoff Funds), you acknowledge that the Setoff Funds will be held in our commingled Reserve Account(s).

However, if such Setoff Funds are wired or deposited by us into any Control Account, we will transfer the funds as soon as practicable using commercially reasonable efforts. (d) To replace or in addition to the first priority lien and security interest in the Reserve Account you may grant us a first priority lien and security interest in and to one or more certificates of deposit. In that case, the certificates of deposit will be uncertificated and subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the Certificate of Deposit Control Agreement) by you, us, and the financial institution that has established and issued the certificate of deposit. The form of the Certificate of Deposit Control Agreement and the financial institution that will establish and issue the certificate of deposit must be acceptable to us.

16. Financial and Other Information

16.1 Upon our specific request, you will promptly provide us and our Affiliates with financial statements covering any period and t
ype of information. Those financial statements will be prepared with generally accepted accounting principles. You will also provide other financial statements and your compliance with the Agreement upon our reasonable request. You authorize us and our Affiliates to obtain financial and credit information about you from third parties to help us determine whether to accept the Agreement and for our continuing evaluation of your financial and credit status. You authorize us to access and use information which you have provided to Bank for any other reason. Upon request, you will provide us, our Affiliates, Card Organizations, or our regulators’

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reasonable access to your or your providers’ facilities and records for the purpose of performing any inspection and/or copying of your books and records deemed appropriate. This subsection will not be in force for the financial records as long as you provide Bank with your current financial statements (e.g., as a requirement of your lending or other commercial relationship) and Bank is permitted to disclose your financial statements and other underwriting documents to Processor, upon request. You are obligated to satisfy the requirements of this Section 16.1 if you terminate your commercial lending relationship with the Bank.

16.2 Y
ou will provide us promptly with any information related to your business as we may specifically request, including but not limited to verification of your legal name, ownership of your company, entity type or structure of your company, company contact information, merchant profile information, and information identified in Section 18. Failure to provide requested information in a timely manner constitutes an Event of Default under Section 14.5 and may result in termination of the Agreement.

16.3 You will provide us with written notice of any judgment, writ, warrant of attachment, execution, or levy against any substantial part (25% or more in value) of your total assets no later than three days after you become aware of them.

17. Indemnification

17.1 You will defend, indemnify and hold harmless the Card Organizations and Servicers and Affiliates, and our respective employees, officers, directors (or their equivalent), agents, assigns and successors-in-interest (each an “Indemnified Party”) against any and all first and third party claims, suits, actions, proceedings, or demands (“Claims”) and judgments, losses, payments, costs, expenses (including related to investigation or reasonable attorneys’ fees), damages, settlements, liabilities, fines or penalties (“Costs”) of the Indemnified Party, arising from or relating to:
(a) the inaccuracy or untruthfulness of any representation or warranty, any breach, or any misrepresentation by you under the Agreement;
(b) your or your employees’ or agents’ negligence or willful misconduct, in connection with Card transactions or otherwise arising from your provision of goods and services to Cardholders; (c) your use of the Services; or

17.2 We will indemnify you and hold you harmless from and against all losses, liabilities, damages, and expenses resulting from:
(a) any breach or misrepresentation by us under the Agreement; or (b) our or our employees’ gross negligence or willful misconduct in connection with the Agreement.

17.3 The indemnification obligation in Section 17.2 will not apply to Bank with respect to Non -Bank Services.

18. Account Changes

18.1 Settlement Account Number. If you change the Settlement Account in which you receive funding, you must call Customer Service or your Account Manager immediately. If you accept payment types other than Visa, Mastercard, Discover and American Express you are also responsible for contacting the Card Organizations or companies governing those payment types to notify them of this change.

18.2 Your Legal Name, Ownership or Structure. You must call Customer Service or your Account Manager to request a new Agreement.

18.3 Company DBA Name, Address or Telephone/ Facsimile Number. I f you change your company or location DBA name,
street address, email address, telephone, or facsimile number, you must send the request in writing to the address on your statement.

18.4 Merchant Profile. You must notify us immediately of any change to the information on file with us in your merchant profile, including:
(a) any new lines or types of business, including products sold;

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(b) tax identification number;
(c) the opening, closing, or liquidation of business or any location; (d) Card processing method;
(e) voluntary or involuntary party to a bankruptcy case; (f) you enter into a loan or other agreement with a third party that may affect the Agreement; (g) you become a Money Services Business or gambling institution; (h) change from a business that exclusively conducts card-present retail sales to one that accepts Card sales by mail, phone or through a website; and
(i) change to any other information within the Application.

19. Special Provisions Regarding Non-Bank Services

19.1 Non-Bank Services. The Terms and Conditions of the Agreement apply to Non- Bank Services, except as otherwise de
scribed in the schedules. You agree to pay Processor any processing fees described in the Agreement. You authorize us to share information from the Application with the Card Organizations and any other related Non-Bank Services organization.

19.2 If you accept JCB, Diners Club International, UnionPay, BCcard, or DinaCard cards, you agree to the Discover provisions of the Agreement. You also agree that JCB, Diners Club International, UnionPay, BCcard, and DinaCard transactions will be processed according to Discover Card Organization Rules.

20. Data Security

THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER INFORMATION AND TRANSACTION DATA. PLEASE REVIEW CAREFULLY. FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AND TERMINATION OF THIS AGREEMENT.

20.1 Payment Card Industry Data Security Standards (PCI DSS). Visa, Mastercard, Discover and JCB, and American Express aligned data security requirements to create a global standard for the protection of Cardholder information and Transaction Data (see Section 12). The resulting Payment Card Industry Data Security Standards (PCI DSS) define those common data security requirements with which all entities that store, process, or transmit payment card data must comply. You must comply with the Cardholder information security programs (based on the PCI DSS and industry- aligned validation requirements) and the information on the websites listed below:
• Visa: The Cardholder Information Security Program (CISP) - www.visa.com/cisp • Mastercard: The Site Data Protection (SDP) program - www.mastercard.com/sdp • Discover: Discover Information Security and Compliance (DISC) - http://www.discovernetwork.com/fraudsecurity/disc.html
• American Express: Data Security Requirements (DSR) is American Express' data security program - www.americanexpress.com/merchantopguide
PCI DSS PCI compliance validation is focused on Merchant Equipment (as defined below) where Cardholder information and/or Transaction Data is processed, stored, or transmitted, including:
• all external connections into your network (e.g., employee remote access, third party access for processing, and ma
intenance)
• all connections to and from the Authorization and settlement environment (e.g., connections for employee access or for devices such as firewalls, and routers); and
• any data repository outside of the Authorization and settlement environment.

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For this Section 20, Merchant Equipment means all equipment you use in connection with Card Authorization, clearing, completing, settling, transmitting, or other related processing. This includes all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers, or other persons or Entities.

The Card Organizations or we may impose fines, penalties, or restrict you from accepting Cards if you are not compliant with the applicable data security requirements. We may suspend or terminate Services under the Agreement for any actual or suspected data security compromise in our sole discretion. You will not request any Authorizations or submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemed to have done so upon our receipt of your request or Submission of any Authorizations, Sales Drafts or Credit Drafts.

Detailed information about PCI DSS, can be found at the PCI DSS Counsel's website: www.pcisecuritystandards.org . The links provided in this Section and the information therein may be updated and change from time to time. You must monitor for changes and/or notify us if you cannot access the information.

20.2 Data Security Requirements. You must comply with the data security requirements below:
• install and maintain a secure firewall configuration to protect data; • protect stored data;
• encrypt transmission of data sent across open/public networks, using methods indicated in the Payment Card Industry Da
ta Security Standard (PCI DSS) which are available at www.pcisecuritystandards.org • comply with the obligations of the Cardholder information security programs referenced above • use and regularly update anti-virus software and keep security patches up to date; • restrict access to data by business "need to know";
• assign a unique ID to each person with computer access to data and track access to data by unique ID; • regularly test security systems and processes;
• maintain a policy that addresses information security for employees and contractors; • restrict physical access to Cardholder information;
• destroy or purge all Media containing obsolete Transaction Data with Cardholder information; • keep all systems and Media containing Card account, Cardholder, or transaction information (whether physical or electronic) in a secure manner to prevent access by, or disclosure to any unauthorized party; and • use only those services and devices that have been certified as PCI -DSS compliant.

20.3 Compliance Audits. We may periodically validate your compliance with PCI DSS standards. We have the right to conduct an audit at your expense, performed by us or a third party we mutually agree upon, to verify compliance of security procedures and the Agreement by you, your agents, or Merchant Providers. Upon request, regardless of whether an audit is performed by us or a third party, you must provide us with copies of all reports developed by your forensic vendor(s), and you must ensure that we have direct communication access with them if required by us.

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20.4 Immediate Notice Required. If you know or suspect that Transaction Data Cardholder information, or other confidential information has been accessed, disclosed, or retrieved by any unauthorized person, or if any Card Organization, regardless of any forensic analysis or report, determines you or a Merchant Provider (or other person used by you) are the likely source of any loss, disclosure, theft or compromise of Cardholder information, Transaction Data or Card transaction related information (Compromised Data Events), you must contact us immediately or within 24 hours after becoming aware of that activity.

20.5 Investigation. If you know of or suspect a Compromised Data Event, you must, at your own expense:
(a) perform or arrange for an independent investigation of any data security incident of a Card or Transaction Data, including a forensics analysis by a certified forensic vendor acceptable to us and the Card Organizations,; (b) provide a copy of the certified forensic vendor’s final report regarding the incident to us and the Card Organizations;
(c) perform or arrange for any remedial actions recommended by any such investigation; and (d) cooperate with us in the investigation and resolution of any security incident.

If required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense.

You must cooperate with the forensic vendor throughout the investigation so that the forensic vendor may immediately conduct an examination of your equipment (such as a POS device) and your Merchant Providers’ procedures and records, and issue a written report of its findings.

20.6 Required Information for Discover Data Security Incidents. For security incidents involving Discover transactions and/or track data, you must provide us and/or Discover with:
(a) date of data security incident;
(b) details concerning the data compromised (e.g., account numbers and expiration dates, Cardholder names and addresses, etc.);
(c) the method of the data security incident;
(d) your security personnel contacts;
(e) names of anyone (including law enforcement) assisting you with your investigation of such data security incident; and
(f) any other information which we reasonably request from you, including forensics reports.

You will provide this information as soon as practicable and the items listed in (a)-(e) within 48 hours of your initial notification to us of the data security incident.

20.7 Merchant Providers. The data security standards in this Section 19 also apply to Merchant Providers. Before you engage any Merchant Provider, you must provide to us in writing their: (1) legal name, (2) contact information, and (3) intended function. You agree that you will not use or provide Cardholder information and/or Transaction Data access to any Merchant Provider until you receive our approval and, if required, confirm that they are registered with applicable Card Organizations . You must ensure that you and Merchant Providers comply with: (1) the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (2) the periodic and other reporting required by a Card Organization; and (3) a
ll applicable Card Organization Rules, including those requiring security of Cardholder information and Transaction Data.

You may allow Merchant Providers access to Cardholder information and/or Transaction Data only for purposes authorized under the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification, recertification, and registration of any Merchant Providers. Page 187 © 2024 Wells Fargo Bank, N.A.

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20.8 Third Party Services
(a) We may in our absolute discretion support the use of third party services in connection with the Service. Your use of the Services, equipment, software, systems, materials, supplies, or resources of third parties for your Card transactions processing, including Merchant Providers and any third-party lessors or licensors, will not affect your obligations under the Agreement to us.
(b) We are not liable or responsible to you or others regarding these third parties, even if we referred them to you. These third parties are your agents and you are solely responsible for: (1) determining whether they can meet your needs and standards; (2) their actions, inactions, and compliance with the terms of the Agreement and the Card Organization Rules; and (3) any and all fees, costs, expenses, and other obligations owed to them by you or owed by them to us or to Card Organizations.
(c) ANY ACCESS OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THIRD PARTY SERVICES IS ACCESSED OR DOWNLOADED AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE FOR ANY ACTION OR

ANY FAILURES TO ACT OF ANY THIRD PARTY, AND EXPRESSLY DISCLAIM ALL LIABILITY RELATED TO ANY THIRD PARTY SERVICES, INCLUDING ANY LIABILITY RELATED TO THE NONFUNCTIONING OF ANY THIRD PARTY SERVICES. WE DO

NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PROVIDER OF A THIRD PARTY

SERVICE OR THIRD PARTY SERVICE ADVERTISED OR OFFERED THROUGH THE PRODUCT OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF THIRD PARTY SERVICES. (d) We will not provide any assistance or customer service to you related to your use of third party services.

20.9 Costs. If any Card Organization, regardless of any forensic analysis or report, determines you or a Merchant Provider (or other person used by you) are the likely source of any loss, disclosure, theft, or compromise of Cardholder information, Transaction Data, or Card transaction-related information (together, Compromised Data Events) and regardless of your belief that you have complied with the Card Organization Rules or other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, Card Organization Fines, losses, costs, and penalties and Issuer reimbursements imposed on us by the Card Organizations (together, Data Compromise Losses). In addition, you must also pay us promptly for all expenses and claims, demands, inquiries or controversy, including all Claims made by Issuers against us alleging your responsibility for the Compromised Data Event apart from any claim procedures administered by the Card Organizations.

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21. Other Terms

21.1 Choice of Law. Our Agreement will be governed by the laws of the State of New York, without regard to its choice of law provisions.

21.2 Venue. The exclusive venue for any actions or Claims arising under or related to the Agreement will be in the appropriate state or federal court located in Suffolk County, New York.

21.3 Waiver of Jury Trial. All parties irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any Claim relating to or arising under the Agreement.

21.4 You agree that any lawsuit or other action you may wish to bring against us to adjudicate Claims arising under the Agreement must be commenced and filed by you within one year of the date on which your Claim first accrued. If you do not act within this time period, the action will be barred, without regard to any other limitations period set forth by law or statute.

21.5 Additional Locations. You agree that any additional location(s) that you request to be added are subject to the Agreement.

21.6 Force Majeure. No party will be liable for any default or delay in the performance of its obligations under the Agreement if caused, directly or indirectly, by:
• fire, flood, earthquake, elements of nature or other acts of God; • any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; • any act or omission of the other party or any government authority; • any labor disputes (whether or not employees’ demands are reasonable or within the party’s power to satisfy); or the nonperformance by a person for any similar cause beyond the reasonable control of such party, including failures or fluctuations in telecommunications or other equipment.

The non-performing party will be excused from any further performance and obligations only for as long as these circumstances remain and the party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. However, your failure to receive payment of funds from a person or Entity will not excuse the performance of your obligations to us under the Agreement.

21.7 Compliance with Laws. In performing its obligations under the Agreement, each party agrees to comply with all laws and regulations applicable to such party, you agree to cooperate and provide information requested by us, to facilitate their compliance with any applicable law including the Rules and regulations made known by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC). You must not use your merchant account for any illegal purpose, including “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. You represent and warrant that you will not submit such restricted transactions for processing. You further agree that you will not use your merchant account or the Services for illegal transactions, for example, any other illegal transactions those involving any person listed on OFAC Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac)
or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov ) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq., and other laws enforced by OFAC or in connection with illegal activity of any kind.

If we identify a suspected restricted transaction, we may block or otherwise prevent or prohibit the transaction, we may close the account or end the relationship, and we may seek any other remedies available to us under the Agreement or otherwise.