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Home My WebLink About2019 - ContractATTACHMENT TO TREASURY MANAGEMENT SERVICES MASTER AGREEMENT This Agreement is entered into by the parties this 315'e day of OCT Bl'2 , 2019. 1. Parties: City of Sebastian, a municipal corporation of the State of Florida, (City). and Seacoast Banking Corporation of Florida (Contractor). 2. Designated Contact Person as to CCU: 3. Designated Contact Person as to Contractor: Kenneth Killgore Chief Financial Officer Phone: 772-388-8205 Email: kkilggore@cityofsebastian.org Jennifer Smith Accounting Services Assistant Director Phone: 772-388-8207 Email: jsmith@cityofsebastian.org 1225 Main Street Sebastian, Florida 32958 Joni Wysxkowski Vice President/TM Operations Manager 50 Kindred Street Stuart, FL 34994 Phone: 772-337-6126 Email. joni.wyszkowski@seacoastbank.com Terry Gardner AVP Banking Center Manager 1110 Roseland Road Sebastian, FL 32958 Phone: 772-581-1341 fm--a711—terry.gardner@seacoastbank.com 4. Notices. All notices between City and Contractor, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person identified above. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. S. Terms of Agreement and Commencement of Services. The duration of the Agreement shall be for a period of three (3) years from the date that the Parties have executed the Agreement, with the option to renew for two (2) additional, two (2) year terms. The renewal option will be conditioned upon satisfactory performance by Contactor and will be subject to availability of funds. The renewal option can only be exercised through mutual agreement between City and Contractor. Proposed changes to the terms, conditions and specification, should be communicated to the City within ninety (90) days prior to contract extension. The date that Contractor shall commence the provision of Services shall be the date on which a Purchase Order and a Notice to Proceed is received by Contractor. 6. Entire Agreement. The Treasury Management Services Master Agreement, this Attachment and its associated Request for Proposal (RFP) Documents, together with any executed Addenda, shall constitute the entire Agreement between Contractor and City (hereinafter referred to as the "Agreement"). In resolving conflicts, errors, discrepancies, and disputes concerning the scope of Services or other rights or obligations of the parties, precedence shall be given in the following order (1) a fully executed Amendment to the Agreement, (2) provisions of the Agreement, (3) provisions of the Request for Proposals, (4) provisions of Contractor's submittal, and (5) provisions contained in any governmental regulation incorporated herein by reference. There are no understandings or agreements except as expressly stated. City of Sebastian, Florida I Seacoast Banking Corporation of Florida Initials_ _ RFP 19-07 Banking Services Page 1 of 2 7. Agreement Document. 1. Treasury Management Services Master Agreement 2. Attachment to Treasury Management Services Master Agreement 3. Pricing Submitted by Contractor 4. RFP Documents, including Addenda B. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year noted above. ATTEST (SEAL): /Ij�I'''^Q�n^,��r,,',,�^ /�el 1 MMC �TY CLERK Approved as to form and legality for reliance by the City of Sebastian only: JAMES OF. STOKES, CITY ATTORNEY THE CITY OF EBASTIA BY: P/UL E. C RLISLE,,,CIITYY MANAG " BY: "�/ ` KENNETH KILLGORE, CHIEF FI ANCIAL OFFICER SEACOAST BANKING CO PO ZSIDENT OF FLORIDA BY: ��/(�/J/ J SZKOWSK d City of Sebastian, Florida I Seacoast Banking Corporation of Florida Initials_ RFP 19-07 Banking Services Page 2 of 2 eacoastBank Treasury Management Services Master Agreement Seoroast Ronk is pleased to provide Treasury Management Services"SeMces"i to meet your business needs. This Treasury Management Services Master Agreement ("MasterAgree ent') contains the terms and conditions under which we will provide Treasury Management Services to you. This Master Agreement is in addition to m your other ion. If theents with Se,betweeSoak, thesuch texas youand conditions account AgreeMaster Agreement and one ot contained agreements nts, Signature Card andbetweenyuandth Account Resolution. gtherera ill contbetweentheterms and mnditlons of this Master Agreement and one contalnetl In the other agreemems between you and Me Bank this Master Agreement will control. Custamerinformation -- - Company Name: THE CITY OF SEBASnAN FLORIDA System AEmmistatoo Jennifer Smith I Direct Phone Number: (954) 854.8794 Eligible Accounts Selected for Systems/Services— Account Number Business BIII Online Pay 4327103881 ® ❑ 4327103961 ® ❑ ❑ ❑ ❑ ❑ ❑ ❑ -130 I ❑ ❑ I ❑ ❑ I I ❑ ❑ ❑ ❑ ❑ ❑ 1 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ i-❑ ❑ lkher5petlallm[ruttIons T easury5ermes ABreemen[—June 2019 Date: 10.1,2019 Email Address: jsmith@ciryofsebastian.org BOB Name (Treasury Use Only): Company ID (Treasury Use Only): 881099 Wire Remote ACH Pos ACH Pon, Transfer Deposit Processing Pay Jay ® ® ❑ ® ❑ o ❑ ® ® ❑ ❑ ❑ ❑ ❑ ❑ I ❑ ❑ o ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 11 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ i OTHERWISEJNDICAMD torkbor Account Sweep Servile R.n Senate, ❑ ❑ ❑ ❑ ❑ ❑ ❑ Page I emote Deposit Capture Scanning Location g1: 1225 Main St., Sebastian, FL 329St Sanning Loaton R3: Scanning Location g3:- — — -- Tar.d.no Llmha- YO.agree onto exceedthe kwar ln9gmitauom. Company Processing Umlts: Deposit Total:$150,000.00 Single Item hheck): Deny Lung:$150,000.00 $150,000.00 Transaction Type (Use Drop Doom) Mind mum Transaction Umit M3xlmum File limit Offset Account PPOCredits $375,000.00 $375,000.00 4327103961 COD Debks $ $ PPDCredits - $ -- - — $ — - — - — - PPD Debits $ $ TOTALACH Debit Limit: TOTALACH Creun Limit: $375,000.00 ACH Returns Reportingwa Business Online Strong:0 No ® Yes Company Online Daily Processing UmR:$850,000.00 Otherspedallnstructions: { I iLlathpHxeB Represematiyes & Taken Setup - Jennifer Smith 954-854-9794 Kenneth Kilgore 772-388-8205 Kim Maison 305-5D9-9005 -_II_ Other Special Instructions: Initiate Online Approver Online Wires/ACM/Both Wires/ACH/Both UsepropDow"Usr Use Oraa Do, LM ACHWires ACHWires ACHWires ACHWires Wire Limit I Limit Require Require ACHWires $850,000.00 ACHWires $850,000.00 $850/000.00 $850,000.00 S 5weepncag:4327103881 Targetgalana: MaeAmt Chsown,Aae1:4327103961 Target Salana:0 Checking Aca#2 Targetgalance: Sweep Aeap: Target Balance: Max Amt Checking Acctgl: Target Balance: Checking Acctg3: Target Balance: ReconcOement Services Full Reconcilement Partial Reconcilement UDeram Recondlement ❑0[hen T/eusm,ServksA9aemeo[-June 2019 ft,2 Lockbox Remittance Processing Lj Retail Processing Wholesale Processing Lockbox Number (Treasury Use Only). ALdressliAed Belo"ill be used for the return of any correspondence or unprocessable Items. Contact Name: Phone#: Address: City: State: ZIP Cade' Posithre Pay Sewlce Optlon(check one) M Standa029 Payee U AM PofPay ❑ Oebitillock Auount# Authorised Originator Name(s) AM A0I Originator l0 Dollar Range(Law/Nigh) — ——PwParOnly 4327103881 / 4327103961 / I / hreosurySerndc s Agreement —June 2019 Poge3 ll Entity Names Entity Name The City Of Sebastian florid a 69-6000437 Tax IO Authorization for Treasury Management Services I am an authorized representative of the organization specified below ("Customer"). Customer has received the Treasury Management services Master Agreement ("Master Agreement" ) and agrees to adhere to the Mager Agreement and any applicable User Guides from Seacoast Bank ("Bank"). The Services covered by the Master Agreement and Bank providing Services are listed on the accompanying list of Services, which we may change from time to time. Capitalized terms used in this Authorization form, not otherwise defined, have the meanings given to them in the Mager Agreement. After 1 sign below on behalf of Customer, the Customer may from time to time request Bank to provide any of the Services described in the Master Agreement. Customer may begin to use any such service once Bank has approved such use and has received all required and properly executed forms. The Master Agreement supersedes other agreements between Customer and Bank, as described under the General Provisions heading in the Master Agreement, with regard to the provision of Services. 1 warrant that Customer has taken all action required by Its organizational or constituent documents to authorize me to execute and deliver on behalf of Customer this Authorization form and any other documents Bank may require with respect to a Service. I am authorized to enter into all transactions Contemplated by the provision of Services to Customer. These may include, but are not limited to giving Bank instructions with regard to Services and designating employees or agents toad in the name and on behalf of Customer (Page 8 is the Delegation of Authority form for authorized names of employees for all or specific Services(. Signatures Customer Sl atu Ir Customer Signature P Bink r Sig 'u/re / v Print Name jet4,E,tk cJ. leiLl Print Name Print Name Joni WKtkowski Date /0hii Date Data too zil/9 Note: ❑ Approved ❑ Ddilined Approving officer most have appropriate signature authorization for the servirer/llmlrs recreation. lossury Services Agreement —June 2019 Peg, 4 General Terms and Conditions General Terms In this agreement, the terms "financial Institution', -Banr, "we", "us" and -our' refer to seacoast National Bank. The terms 'CostomeP,'client', "you" and "your" refer to each person who has an Interest in an account or other relationship. Capitalized terms used in this Master Agreement and any additional or supplemental agreements, schedules, addenda, forms, or other documents as a part of this Master Agreement are defined in the Glossary or in the sections in which they are used. The Master Agreement sets out your rights, respoima dlitles, and obligations, and our rights, responsibilities, and obligations, with respect to any and all Services we may provide to you from rime to time. By signing thus Mager agreement You acknowledge that neither you nor the bank may Initiate any entries this violate We laws of the United Stares. Servlces Approval Your approval for use of any Service may Be subject to underwriting criteria established by us from time to time. If we require application of underwriting c ireda for Your approval for use of a Secure, we will communicate to you the nature and content of that criteria and the Information you will be required to provide to us. you A,. to provide to us such financial, business, and operating information as we may reasonably request In connection with our underwriting review and approval speeds. We are under no obllgatlon to approve you using any Service. The decision to approve Your use of anyone or more Services is within our sole discretion. Q.rrecords Wit be conclusive as to the Services we approve You using from time to time and the dates on which we approve Your use of such Services. For the purpose of the Master Agreement, we will be deemed to have approved your use of a Service on the date we complete the activation of the Service for you on our system, and once that occurs, we will be providing such Service to you. Product Schedules or User Guides The Services to which the Master Agreement applies are described or referenced in Product Schedules or User Guides which are available to you with respect to some orallofthe Servlces, The Product Schedules or User Guides may also contain additional terms and conditions a ppllcable to the Services. YouruseofaServiceafterwe Provide you or make available to you a Product Schedule or User Guide which certalns to such Service will constitute your agreement to adhere to and be legally bound by the terms, conditions, requirements, instructions, and information In such Product Schedule or User Guide. Each Product Schedule or User Guide is an Integral part of the Master Agreement and when we provide or make available to you a Product Schedule or User Guide to you It becomes a part of and Is Incorporated Into the Master Agreement Our records on when we provide or make available to You a Product Schedule or User Guide to you will be deemed correct and accurate. Supplemental Agreements Some of the Services will require you to enter into additiorol or supplemental agreements with us, or require you to complete and provide No us information or documentation in, or as Part of, schedules, addenda, set-up forms, input forms, or other documents we require in connection with thew Services. If we approve you using vie of these Servces, Your use or continued use of each of such Services will be conditioned on and subject to you anering into, or completing and providing to us, the foregoing when we so request. These additional cur supplemental agreements, as well as any schedules, addenda, Forms or, other documents will be In a form and substance satisfactory to us and If so ink icated, will Be a part of the Master Agreement. No Extension of Yeah If a Service involves a debit to any ofyour Eligible Accounts or any other Account you maintain with us, you must have avaiable in such Accounts sufficient amounts to enable us to make the debit. Nothing in the Master Agreement will constitute or be deemed a commitment by us to emend equa o you, or to grant to you overdraft privileges. We will not have any obligation to make any funds awl to you to effect any payment being made by you or to enable you to use any one or more of the Services. Any obligation to emend credit to you or m otherwise make funds available to you must Be set out in a separate agreement exemted by us through a person authorized to make credit decisions on our behil GenenlProWsforu Use ofservlces Servlces may only be used In accordance with this Master Agreement and any supporting schedules and addendums. You agree not to use or attempt to use the Services (a) to engage In any Illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or agreement by which you are bound, or (c) to engage In any Internet or online gambling turns cton, whether or not gambling Is legal In any applicable jurisdiction, (d) to engage In any activity or business that would result In you being or becoming a "money service business" as defined In the Bank Secrecy Act and Its Implementing regulations, or (e) to engage In any transaction or activity that Is not specifically authorized and permitted by this Agreement You acknowledge and agree that Bank has no obligation to monitor Your use of the Services for transaelom and activity that is Impermissible or prohibited untler the terms of this Agreement; provided, however, that Bank reserves the right to decline to execute any trarm ction or activity that Bank believes violates the terms of this Agreement. Fees You agree to pay us Me fees we establish for each of your Services. Applicable fees will be assessed and charged for each calendar month and will appear on your regular periodic statement. Please reference the Commercial Services Schedule of Fees as stated in Schedule A of this Master Agreement for a detailed listing of fees. You authorize us to automatically deduct all applicable charges and fees from an migible amount Alternatively. Customer and Bank may agree in writing in pay for such services through analysis of the Account and the Inhibited funds maintained therein by Customer. Such compensation may require dances which wry from time to time based upon various favors, including without limhation, applicable reserve requirements, FDIC Insurance premiums, cost of the service and other factors determined by Bank In its sole emanation. If your service charge amount is dosed and you have another eligible account, we may charge that account for fees owed for using Services, as applicable, per Your Deposit Agreement Furthermore, Bank may setoff against any amount it owes to you in order to obtain payment of Your obligations under this Master Agreement or any applicable Product Schedule or User Guide. We may also recover payment in any other permissjble manner, Including fi dschl aeons, or from property which secures obligatione,do awe us. We reserve the right to amend ourfees for servicosfrom time totime. The Bank may change or add any fees for each of your Services by the procedures outlined In tbe'AmendmenW gating behow for amending this Mager Agreement. Fees charged under this Master Agreement are In adddon to any service charges or fees that apply to your accounts with us. In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or Imposed by any government agency In connection with the Service, this Mager Agreement, and/or he software or equipment made available to you (excluding any Income tax payable by Bank). You are also responsible for the costs of any communication lines and any data processing charges payable to third parties. all Amount You will at all times maintain with us one or more Eligible Accounts in your entity name. you agree to maintain available balances sufficient to pay or reimburse us for all Items, orders of payment, fees, and other amounts paid on your behalf or chargeable to You In connection with any Service. Eligible Amounts and any other Treasury Services Agreement —lone 2019 Pope 5 Acmums dii maintain with us shall be subject to the terms and provisions of the Depose Account Agreements, as they may be amended form time to time Amendments The Bank may amend the terms, conditions, fees, and charges contained In this Master Agreement or any part of supplemental agreements, Product Schedules, User Guides, addenda, set-up forms, input fortes, or other documents we require In connection with these Services, or alter, change or modify the SeMce, provided under the teens of this Master Agreement and any applicable Product Schedule, User Guide or supplemental agreement, tram time to tlme, In our sale and absolute discretion, by sending you written notice by facsimile, electronic mail or by regular mail or by posting the updated terms on the site within the Claims Service at least Thirty (30) days (or longer IT required by applicable law) in advance of the effective date of the proposed amendments. For purposes of the foregoing, Notice is deemed effective once deposited In the United States mail or when the faaimile or email Is actually sent If you do not wish to he bound by any such amendment, you must Immediately discontinue using the affected Service before the change becomes effective or notify us In writing and terminate this Agreement within thirty (301 days after the Bank receives actual notice of Your rejection. Any amendment that Is not rejected In writing in accordance with this Section Or your continued use of the affected Service after the effective date of such amendment will constitute your acceptance of and agreement to the amendment(sj. Customer may not amend Or modify this Agreement without the prior written consent of the Bank Enure Agreement This Agreement (Including She Product Schedules attached and any applimble User Guides, supplemental agreements, set-up forms or Input forms necessary for the Implementation and/or delivery of the Services contemplated by this Agreement) together with the Depository Agreement and Resolutions, for each of the Eligible Amounts, Is the complete and exclusive statement of the agreement Between the Bank and the Customer with respect to the subject matter hereof and supersedes any prior agreements) between the Bank and the Customer with respect to such subject matter. The terms and condition of the Deposit Agreements, Resolutions and disclosures for each of Your accounts as well as your other agreements such as deposit, time deposits, and loans continue to apply not withstanding anything to the contrary, in this Agreement. Notwithstanding the foregoing Sentence, however, In the event of any inconsistency between such agreements, moodutlons or disclosures and the terms of this Agreement the terms of this Agreement shall govern. In the event orrhumame of the services provided herein in accordance with the terms of this Agreement wouk result in a vulladon of any present or future statute, regulation or government palls, to which the Bank is subject, and which governs oraffects She transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or p011cy, provided that any such amendment does not affect In any manner materially adverse to either party both the economic and legal substance of the transactions and services contemplated by this Agreement and the Bank shall Incur no liability to the Customer as a result of such violation or amendment No course of dealing between the Bank and the Customer will constitute a modification of this Agreement, the Rules, or the security procedures, or constitute an agreement between the Bank and the Customer regardless of whatever practices and procedures the Bank and the Customer may use. Termination You or we may terminate Same or all of the Services, with or without muse, by giving 30 slender days Prior notice to due other mr, If you terminate a Service, you authorize the Bank If applicable to the Services) you are termini to continue making transfers you have previoudy authorized and to continue to charge monthly fees until such time as the Bank has had a reasonable opportunity to act upon your termination notice. Once the Bank has acted upon your termination notice, if applicable to the terminated Service(s), the Bank will make no further transfers from your accounts, including any transfers you have previously authorized. If the Bank terminates your use of any applicable Service, the Bank reserves the right to make no further transfers from your amounts, including any transactions You have previously authorized. We may terminate the Services Immediately th (a) Ym breach any agreement with us; (b) One confidentiality of the Security Requirements and Procedures is compromised; (a) we lave reason to believe that an unauthorized transaction has taken or may coke place involving your Account or a Service; (d) you became Insolvent or the subject of a bankmplay or dissolution promming; (a) you make any assignment for the benefit of creditors; (f) You fall generally to pay your debts as they become due; (g) any material adverse change occurs In your financial candltlons; (h) you cease to condom business in the ordinary sense; (1) you are a parry to an acquisition; W you make any warranty or representation which proves to be false or misleading; (k) you or we close Your Amounts); or (1) In our sole discretion, we determine that you have abused the Treasury Management Service or we believe that the Bank will suffer a loss or other damage If this Master Agreement and/or applicable Product Schedules) is/are not terminated. Your obligation wish respect to any Item shall Sistine termination of this Master Agreement and any applicable Product Schedule until anyapplicable statute of Umbaticn has elapsed. gainers election to terminate this Master Agreement and/or any applicable Product Schedule is In addition to any and all other remedies that may be available to Bank and will not affect any obligations you may have to Bank. Any relostafement of the service under this Master Agreement and/or any applicable Product Schedule will he at Bangs sole discretion and must be agreed upon In writing by an authorized representative of Bank. Upon termination of this Master Agreement and/or any applicable Product Schedule, any property or rights of a party in the possession of fire other parry, tangible or intangible, shall he returned to Owner thereof within thirty (30) days after the later to Occur of (1) termination of the Master Agreement and/or any applicable Product Schetlule or (III the last date Nat such parry receives any such property or rights. Upon termination of this Master Agreement and/tar any applicable Product Schedule. (i) You will promptly pay to Bank all sums due or to become due under this Master Agreement and/or applicable Product Schedule, and Ili) you shall have no further right to make use of the Services or any system or software which may have been provided In connection with the Services. Security Requirements and Procedures We have developed Security Requirements and Procedures relative to the Services. By accessing or otherwise making use of any of the Services, you acknowledge that You have reviewed our Security Requirements and Procedures and You agree that they are mmmerclally reasonable and that you are legally bound by them, as the mw exist and may in the future exist In connection with any Service, if we comply with the Security Requirements and Procedures to which you have agreed. we will not be liable for the amount of any unauthorized transactions arising from the use of any Service to which the Security Requirements and Procedures relate. In the event you do not agree to the Security Requirements and Procedures developed by us and propose instead alternative Security Requirements and Procedures, we may agree or disagree to the alternative Security Requirements and Procedures at our sole discretion. If we agree to alternative Security Requirements and Procedures, war will not be liable for the amount of any unauthorized transactions arising from the use of any Service whether or not the alternative Security Requirements and Procedures were satisfied. In order to use certain Satirists. you may be required To Select or will be assigned one or more User lee, Passwords or Security Devices. The use Of a User ID, Password or Security Dmi in addition to other authentication methods described below, Is a security procedure established by Bank to authenticate the Identity of the person attemptingto gain access to the Service. fie security procedure Is not designed for the detection of emrs. You agree to assign User Ids, Passwords and Security Devices uniquely to individuals, and manage these User IDS, Passwords and Security Devices and be liable for all anions taken with them as described in Acknowledgement oJCommervally Reosonoble Security Procedures (below) and Liability (below). In addition the Bank may offer optional additional security enhancements. If you elect not to use these optional security enhancements we will not be liable for the amount of any unauthorized transactions arising from the use Treasury Rrvrdes Agreement—luneg039 Page6 of any Service. You are responsible for safeguarding the User Wis, Passwords and Security Devices. Providing them to another person effectively constitutes a grant of authority to access Your accounts. Security Procedures Wire Transfer and ACH Processing You agree to use the Wire Transfer and/or ACH Processing Services in accordance with our Security Procedures. The purpose of the Security Procedures is to verify the authonzaton-and authenticity of Wire Transfer and ACH Processing requests submitted to us In your name. You represent and warrant each time You use the Wre Transfer or ACH Processing service that, in vim of its requirements, the Security Procedures are a satisfactory method of verifying the authenticity and authorization of the request and You agree the Security Procedures are commercially maonable. In connection with any transfer request, You shall be responsible for Its compliance with the Security Promdures. If we comply with the Security Procedures established W us to which you have agreed, we shall not be liable far the amount of any unauthorized transfer that U purported to be originated by you. The Customer agrees to follow the security procedures In exalt detail. The Customer will take all steps necessary so that these security procedures are likely to be successful under the circumstances of the Customer's business and Its day-to-day methods of effecting wire and ACH transfers, Including without limitation, the steps set forth In herein. • The bank reserves the right to electronically record and retain any data transmission Or telephone conversation between your authorized roller and us. By Signing this agreement You consent to our recording of such conversations. However, the decision m electronically moral is totally within our discretion and we Wall accept no liability for failure to do so. Customer shall notify all Authorized Representatives of the customer of this provision prior to them using the service Or making any calls. • The Customer shall take all steps within its control to keep these procedures confidential and effective to prevent unauthorized transactions. • Authorized representatives may be required to complem a Security Code Designation form Schedule B to select a Secomy Code (number or word), if required, this Security Code must be given to the Bank in order to execute, amend or cancel a wire transfer or AM file. If this Security Code Is not given to the Bank correctly or not given at all, the wire transfer Instruction or ACH file will not be processed. If the Security Code Is compromised by the customer In any way, the customer Is liable for any fraudulent wlre(s) or ACH tramactions could, from this. • The Bank does not guarantee that the security procedures will be effective. The Bank also does not represent or warrant that the security procedures will detect in the transmission or content of the wire transfer, ACH [hnsactlo t or communication; the Bank will have no liability B such an error ocsurs; unless such error was directly caused by the gross negligence or willful misconduct of the Bark's employees. Additional Security Procedures AM Processing Customer H responsible to tardily establish and to maintain procedures to safeguard against unauthorized transactions. Customer warrants that no Individual will be allowed to Initiate transfers In the absence of proper suPervlslon and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices, and related Instructions provided by Bank. The occurrence of such notification will not affect any transfers made in good faith by Bank prior to the notification and within a reasonable time period to prevent unauthorized transfers. • Acceptaoce/Belectlon of Entries Bank will accept as authentic an Input file which passes Bangs System edit and will reject a file which does not pas flank's System edit. Customer agrees Nat a file which passes Bank's System edit and all Entries thereon shall conduslvely be deemed to be autharieed by Customer. • Rejection m File When a file has been rejected for any reason, a oil will be made to We Authorized Representatives listed on Treasury Management Services Master Agreement. If an authorized Representative is not available, the file will not be processed. Customer will not submit files or anticipate settlement of entries on non processing days set forth In the Master Agreement Terms and Conditions section Hied Federal Reserve Holiday Schedule. Physical and Electronic Security Customer is solely responsible for pmNding for and maintaining the physical, elemmak procedural, admin6tratNe, and technical security of data, systems and computers in the Customer's Possession or under the Customers control. The Bank is not responsible for your computers security and any computer viroses pndudin& without limitation, programs commonly reformat to Or'malwashei'Im stroke loggers; 'vmjerm and/or-spMare'I, or problems, malfunctions, or non - authorized transactions resubing from any computer viruses or unautlhorized countemarty, or any related problems that may be eventuated with the use of an online system or any Wre/ACH Origination services. AM material downloaded or otherwise obtained Is obtained at Customers awn discretion and risk, and Bank is not responsible for any damage to Commons computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer yims or otherwise. Customer is solely responsible for maintaining and applying anti -virus software,secudty patches, firewalls, and other security measures with respect to Customers operating systems, and for protecting, securing, and backing up any data and information stored In or on Customer's computer systems, Bank is not responsible for any errors or failures resulting from defects In or malfunctions of any software Installed an Customers computer systems or accessed through Budial Online Banking. Customer acknowledges and agrees that it is Customers responsibility to almost itself and to be vigilant against e-mail fraud and other interne[ (muds and schemes fincledin& without Ilmgation, fraud commonly referred to as -phishing' and'pharming'). Customer agrees to educate Usegs), agents, and employees as to the risks of such fraud and to thin such Parsons to avold such risks. Customer acknowledges that Bank will never contact Customer by e-mail in Order to ask for or to verify Account numbers, Secumy Devices, or any sensitive or confidential Information. In the event Customer receives an ¢-mall or other electronic communication that Customer believes, or has reason to believe, Is fraudulent, Customer agrees that neither Customer nor its Use s, agents, and employees shall respond to the e-mail, provide any information to the email sender, dick on any links in the e-mall, or otherwise comply with any Instructions in the e-mail. Customer agrees that Bank is hat responsible for any losses, Injuries, or harm Incurred by Customer as a result of any electronic, small, or Internet Fraud. Breach of sacque ty ProeMUres In the event of a breach of the Security Procedure, Customer agrees to assist Bank In determining the momer and source of the beazh. Such assistance shall Include, but shall not be limited to, providing Bank or Bank's agent access to Customer's hard drive, storage media and devkes, systems and any other equipment or device that was used in breach of the Security Procedure. Customer further agrees to provide to Bank any analysis of such equipment, device, or software or any report of such analysis performed by Customer, Comment agents, law enforcement agendes, or any other third party. Failure of Customer an most Bank shall be an admission by Customer that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of Customer or who obtained Information facilitating the breach of the Security Procedure from Customer and not from a source controlled by Bank. Acknowledgment of Commercially Seasonable Security Procedures You agree to comply with the -sesta ty Procedures and any other Security Procedures Bank directs you to use, am You acknowledge and agree net the Security Procedures, Including (without limRatem; any (a( code, User la, and/or Password; (b) Secure Socket Layer (SSL) with at least 138-bit encryption; to) mull -factor authentication Nat utilizes User IN, Pasmmtls IS Secodty Devices (If appllazi ; (d( challengerrespnce mechanism far forgotten Passwords; (a) required ogn-on every 9D days; U) minimum Password length settings al time-out limits to lag Inactive users of Online Rankin& or (h) transaction dollar limits or other means, or method of authentleatlan or Identification used In connection W th a Security Pmcedure lcolledlyaiy,'Security Canyon'), constitute commercially reasonable security heosury Services Agreement —June 7019 Page procedures under applicable law for the initiation of the Services you utllhe, inducting without limitation, tansfers and access to confidential infmmaton. You authonce us to follow any and all Instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, Nat the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to Persons other than you or your representatively) and until we have had a reasonable opportunity to act upon such notice. You agree Mat the initiation of a transaction or Instructions using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction or Instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to your deposit account maintained with Bank, and you agree and Intend that the submission of transactions and Instructions using the Secutlt Procedures shall be considered the same as your authorized written signature In authorizing us to execute such transaction or Instruction. You acknowledge and agree that You shall he bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by anyand all tansachons and actMryotherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree Nat the Security Pro Mures are cot designed he detect enter in the transmission or content of communications or transaction initiated by you and that you bear the sole responsibility far detecting and preventie, such error. You agree to appoint and designate an administrator (the-Adminisba or) who will be authorized and responsible for creating and maintaining subsequent User IDs, Passwords and Security Devices an your behalf, including assigning and revoking amass privileges for persons to use the Service, ('Usexi and providing new and subsequent Security Devises to those Users. Bank will provlde Customer's designated Administcator, through United States postal mail and/or other delivery service selected by Bank at Bank's option, with a User ID number and Password, and Secutlry Devices to be distributed by the Administrator to each User with respect to one or more of the Services. Customer understands that the Administrator has the capability of Providing administrative privileges identical to that of the Administrator to any User, Including the ability to create and maintain subsequent User accounts and assigning and revoking access privileges- If these privileges are gromed by the Administrator to a User, that User will also be considered an Administrator. Customer will be required to use the Security Devise each time It amasses the Services. Customer acknowledges Nat any Administrator shall have the ability to control security levels such as Service access and Service transaction limits. Inducting without limitation the ability to assign dollar amount limits to transfers offunds. You shoo agree that the Administrator an any User shall also have the authority on behalf of Customer w electsonially accept and approve any and all agreements ad amendments to agreement by and between Bank and Customer, Inducing but not limited to this Matter Agreement. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provlde or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedure or Security Devices to any unauthorized person. You also agree that (a) no Soup car shared User IDs, Passwords or Security Devices will be issued, (b) that each user shall have his or her own User ID, Password and Security Device (if applicablel; and (c) that Users shall not share User IDs, Passwords or Security Devices with each other. You agree you are responsible for obtaining, configuring and maintaining a secom malware free computing environment Including, without limitation, installing and maintaining an uµto-date (Release verslons and definitions) of firewall and arti-vitos and antl-sinywarelmalware wf ass re. Whame you have the abllity to change or modify a Secutlry Device from time m time (e.g., a password or User Name), you agree to change Security Devices frequently In order to ensure the security of the Security Device. You agree to notify us Immedlatehy, according to mtiilation procedures prescribed by us, If you believe Nat any Secutlry Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other Own you or Your authorised representatives) or If you believe that any transaction or activity Is unauthorized or In error. In theevent of any actual or threatened breach of secutlty, we may Issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or am third parry for any tlday in taking such actions. You agree to indemnify, defend all claims, and hold Bank harmless from am/ loss, damages, or expenses, including but not limited to a turney's fees, caused by Your, your employees', or agenti fi Bare to keep the Seconty procedures or Security Device confidential and secure You agree to notify us Immediately, according to notification procedures prescribed by us, If the authority of any authorized representatives) shall change or be revoked. You shall recover and return to us any Security Devices In the possession of any of your authorized representative(s) whose authority to have the Security Device has been revoked. We reserve the night to modify, amend, supplement, of cancel any or all Sucunty Procedures, and/or to cancel or replace any Security Device, at any time and from Brae to time In our discretion. We will endeavor to give You reasonable notice of any change In Security Procedures; provided that we may make any change in Security Procetlures without advance notice to you if we, In our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your Implementation and use of any changed Security Procedures after any change In Security Procedures shall constitute your agreement to the change and your agreement that he applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes Intended. UmBatlons Your use of the Services Is subject to the following limitations: There maybe a limit on the dollar amount of the transactions You can make using these Services. Security reasons limit the dollar amount of transactions and these limits are subject to change from time to time. Online Bill Payments can only be made with U.S. curren, In addition to the Federal banking regulations that restrict the number uftcansfers and withdrawals, there maybe limits an the number of 1mnsallons you can make using these Services. These limits are for security reasons and are subject tochange. No Online Bill Payments may be made to Payees outside the United States. Additional limitations may be contained In this Master Agreement or the Product Schedules. Your ability to Initiate tanaactlons may also be limited by the terms of other agreements you have with the Bank or by applicable law. Dam and Information Supplied by You You shall transmit or deliver data and other Information In the format and on the media as provided for in the Product Schedule and the set of detailed Instructions P'Opecating Immocalons") establishing the procedures and operating instructions governing the Service, If applicable or as otherwise required by the Bank In conjunction with renderingthe Service(sl selected by you. You shall have the sole responsibility of ensuringthe accumc,and correctness ofthedata transmitted You acknowledge and agree that Bank shall not examine the data for currentness and the Bank shall not have any responsibility far detecting errors in the dam transmitted by you. The data transmitted by You must be legible, correct and complete. Bank shall not pmcers, and Bank shall not be liable to You for failure to process, the data if It b not In the format specified by Bank or Nthe data Is incomplete. Bank shall cot be liable for errors or omissions caused by dam Nat is rejected as the result of Your failure to provide the dams In accordance with the standards specified in the Master Agreement or any applicable Product Schedule and the Operating Instructions. You agree that you shall be solely liable for, and Bank shall not have any liability whatsoever to you for, any data or other Information that Is not received by Bank or for any data or other information that Is intercepted or altered by an unauthorized third parry. You agree that Bank has n z obligation to accept any data or other Information and, therefore, may reject any data or other Information transmitted or delivered by you in connection with a Service. Deadlines You shall deliver or transmit all data or information to Bank by the deadlines) local In this Master Agreement or any applicable Product Xhedule and the Operating Instructions. Bank shall have no obligation to process data or perform the Service if the tlaa is not receaved by the Bank by me specified deadline. Treasury Services Agreement —June 2019 Pei Remotely treated Cheds Like any standard check or draft, a remotely created check (sometimes called a telecheck preautharited draft or demand daft) Is a check or draft that can be used to withdraw money from an account. Unlike a typical check or draft, however, a remotely created check is not issued by the Paying bank and does not contain the signature of the account owner (or a signature purported to be the signature of the account owner). In placeof a signature, the check usually has a statement that the owner authorized the check or has the owners name typed or printed on the signature line. For example, If a person provides an account umber In response to a telephone solicitation, the telephone solicitor can use the account number to Issue a remotely created check to withdraw money from that account. You warrant and agree to the following for every remotely created check we receive from you for deposit or collettiom (1) you have received express and vedfiaNe authorization to create the check in the amount and to the payee that appears on the check; (E) you will maintain proof of the authorization for at least 2 years from the date of the authorization, and supply us the proof If we ask; (3) you agree to indemnify and hold us harmless against any all claims and (4) If a check It returned you owe us the amount of the check, regardless of when the check is returned We may take funds from your account to pay the amount you owe us, and if there are Inuffident funds In Your amount, You still owe us the remaining balance. Privacy and Confidentiality An explanation of our privacy Rolle, will be provided to you separately In the manner required by applicable law. Please review It carefully. Our privacy, policy may charge ham tame to time and Is available on our webshe and at our banking locations. Confidenthilty and Non-Discheure By requesting or using any Service, you agree and acknowledge mat we will use reasonable efforts to hold in confidence all confidential Information received by us In connection with the use of any Sell However, confidential Information shall not be deemed to Include any Information which (1) Is or becomes generally available to the public other than as a result of a dlsdosure by us; PI) is or becomes available to us on a nomconfidential basis by a third party that rightfully possesses the confidential Information and has the legal right to make such disclosure; or (III) Is required to be disclosed by a court of competent Jurisdiction, administrative agency or governmental body or bylaw, rule or regulation or bysubpoew or other legal pro days. Furthermore, you acknowledge and agree thatconfidential information will be disposed to certain employed, agents, and third Fort, independent contractors as necessary to provide the Serdces set fourth above. You agree to hold confidential and to use only in connection with the Struve provided under this Master Agreement and any applicable Product Schedule all Information furnished to you by Bank or by mid parley from whom Bank has secured the right to use the Service, Including, but not limited to, Bank's product and service pricing structure, system design, programming techniques an other unique techniques. In addition, should You at any time receive or acquire any information relating to another customer of the Rank You shall promptly return such Information to Bank and not reveal such information to any other party and shall not make use of such Information for wormed benefit. You agree that any specifications or programs developed by the Bank in connection with this Master Agreement and any applicable Product Schedule or supplied or made available to you by Bank are the exclusive property of Bank, its agents, suppliers, or contractors, and further agrees not such material shall not be copied or used In any manner or for any purpose without the express written consent of Bank. Notwithstanding anything to the contrary contained herein, It Is acknowledged and agreed by the parties hereto that the performance of said Service Is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Imurance Corporation, and/or a State regulatory agency and you agree to the release of your reports, Information, resonances, or other data as may be required by them under applicable laws and regulations. This confidentiality also non -disclosure clause shall survive the termination of This Master Agreement. USA PATRIOT AG ad OFAC You agree and acknowledge that, In compliance with one USA PATRIOT Ace, we have adopted a Customer Identification Policy fair the verification of the Itlendry of all of our customers. You agree to provide all documents and recoils deemed necessary by us W adequately confirm your identify and the Identity of any persons authorized to use of access any Service. We reserve the right to withhold our agreement to provide any requested Service until we have, to our satisfaction, verified Your Identity. You also acknowledge and agree that your identity as our customer, and me Identities of any persons authorized to use or access any Service, will be compared against the List of Specially Designated Nationals and Blocked Persons promulgated by the United States Office of Foreign Assets Control (OFACL and that we will not provide any Service to any person or entity that appears on that list. (This Information may be obtained directly from the OFAC Compliance Hotline at S00. 540-OFAC or from the OFAC's home page site at www ustreargov/ofac.) Umltation of U infli ty We agree to use substantially the same type of procedures in performing the Services requested by you as we use In performing similar services on our pan behalf. This standard of are, and our compliance with any instructions given to us by You, or reasonably believed by d to have been given by you, shall constitute a reasonable and ordinary standard of care. We will be responsible only for performing the Services expressly provided far in the Master Agreement, and shall be liable only far our gross negligence or willful misconduct in performing thou Services. We will not be responsible forany loss, delay, cost, or liability which arises, directly or indirectly, In whole or in part, from fall your actions or omissions, or those of third parties ; (b) your negligence or breach of any agreement with us; (c) any ambiguity. Inaccuracy, or omission in airy Instruction or Information provided to us; fd) any ends, failure, or delay In the transmission or delivery of data, recoils, or items ; m) accidents, strikes or labor disputes, civll unrest, fire, Rood, water damage (e.g., from fire suppression systems), inclement weather or ads of God; (f) causes beyond our central; (,) the application of any government or funds transfer system rule, guideline, pollry, or regulation; (h) the tack of available funds In your account to complete a traneadom or (1) our Inability to confirm to our satisfaction the authority of any person to act on your behalf. To the fullest extent allowed by law, Bank's liability to you under this Master Agreement or any applicable Product Schedule shall be limited to conecting trusts resulting from Br nk's gross negligence or willful off cond.d. Without Ilmiting the general'ny of the foregoing, In no event will our liability for any loss, cosy or liability arising from our gross negligence or willful misconduct exceed the avenge monthly charge for the Service in question For the month preceding the data or loss, except as otherwise required by UCC 4A. In the dent the Customer cannot create or transmit a transactionfs) due to hardware or communications outage, It is are reslsonsiblllty of the Customer to have contingency procedures in place. In the event the Bank cannot process the file through normal dwnnels, reasonable effort will be taken by the Bank to find alternate mead to process the file. The Bank will not be held liable fair delayed files In any can resuMng from hardware or communication outages. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS MASTER AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. Treastay Servi[d Agreement —Anne 2029 Ridge EXCEPT AS REQUIRED BY LAW OR AS OTHERWISE PROVIDED HEREIN, IN ADDITION TO THE ITEMS DELINEATED IN THE PRECEEDING PARAGRAPHS, WE EXPRESSLY ASSUME NO RESPONSIBILITY AND WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (I) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES; (if) ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY; (III) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (iv) DELETION, MIS-DELMERY, FAILURE TO STORE DATA; (v) ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES; OR (III) STATEMENTS OR CONDUCT OF ANYONE ON BEHALF OF THE SERVICES. THIS ENTIRE SECTION SHALLSURVIVE TERMINATION OF THISAGREEMENTAND ANY SERVICES. Oisclaimerof Warramies EXCEPT AS REQUIRED BY LAW, YOU EXPRESSLY UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ANY SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE EXPRESSLY MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANKS SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Equlpment85ofl To access and use one or more of the Services, was may require that You have certain systems, equipment, computers, hardware, software, telecommunications equipmentand services, Imemetaccese and services, and/or Service Equipment and Service soltemse,'CurtamerSystanni You are respmsible at your sale expense for: (R obtaining the Customer System, (ill properly, malntaln m, in accordance with the vendors recammendaGons, the Customer System in good working order and ensuring that the Customer System continuously meets all of our applicable requirements as stated in these General Terns, the applicable Product Schedule and User Guides or as otherwise provided to You ('Customer System Requirements'), (il) the performance, functionality, Input, output and connectivity of the Customer System, Pi.) any damage to the Customer System, whether In connection with use of the Services or otherwise, and all necessary repairs and/or replacements, and (v) having all maintenance, apple, upgrades and replacements required herein performed by properly trained personnel, whether they are employees of Customer or third party employees, hill Implementing reasonable measures to protect the security of the Customer System against unluthodced access to and/or use of Services or Services data and Information entered or delivered through the Customer System. At our request, You will allow us or our designated representative to lapped or review the Customer System to ensure compliance with the Customer System Requirements. Such Inumctimss or reviews will be conducted during normal business hours and In a reasonable manner so as rise to dbrupt Your normal business operations. Bank shall have no responsibility far failures, interruption or other defects in the Services, whkh are aasioned by an Incompatible, improperly Installed or Improperly maintained Customer System. The Bank may add to, modify, or replace software programs used In conjunction with traveling the SerA¢s under this Master Agreement or any applicable Prodlmt Schedule at Its mile dgcred. and without notice, Provided Services rentlened to you are not substantially agporal affected or obligations altered. From time as time the Bank may deem it necessary to hold training or retraining desses for you. You agree that You will require appropriate personnel to participate in such training. Due to periodic upgrades In software, new releases may be Issued. if there is a fee associated with a new release, you will pay this fee. You are responsible, at your cost, for the Installation, maintenance, and support of any new releases of software. You will immediately return to us any software and associated documentation upon cancellation of the Service or termination of the Master Agreement, or earlier upon demand by us. Data Review You have sole responsibility for confirming she accuracy and validity of all Information, data, envies, and processing services prepared by us and delivered to you in connectlon wltb wary Service. You agree to arefully review all retards and other Information Provided a made available to you by us and to report any disteprodes within fourty, Me (45) Business Days of your receipt of the record or other Information. Your failure to promptly report to us within such specified time the existence of any discrepancies In any record or other Information constitutes your acceptance of the record or offset Information as valid and accurate and shall predude You from asserting against the Bank any claims arising From par any loss caused by the discrepancy. Will Reserve Holiday Schedule Fordetamining availability of your deposits, every day is a banking day ('Business Day"). evident Saturdays,Sundays, and Federal holidays; which are listed below. For holidays falling an Saturday, the preceding Friday will be a banking day. For holidays falling on Sunday, the following Monday will be considered a holiday. Banking Day refers to one of our banking days as defined In 12 CPR 229.2. • New Yeats Day Qanuary2l • Martin Luther king Day (Third Monday In January) • Presidents DaY (Third Mondayin February) Titosmy Servces Agreement—hae2029 Page 10 • Memorial Day (last Monday In May( • Iddependenceoay Quly41 • laboroay (First Mondaylo September) • Columhus Day (gerund Mondaylnoctaber) • Veterans Day (Novembertl) • ThanksgFdng Day (Fourth Thursdaylo November) • Cbtlshoun Day (UecemberlSi Nora: Illmuwy; lulye, Nwemtprll,ar Ce[emaerl5 foNw o5wkvg menexjdbwmp Mmtlrylsa•mntloN kdemlRnerve Bpn4hdboY For more Information and access to the exact dates as prodded by the Federal Reserve website at htmilwww frbserwces ram/nnhdayschedule Andex.html Indemnification In addition to other Indemnification and liability provisions elsewhere in this Master Agreement add any applicable Product schedule, tome fullest extent allowed by law, you will indemnity, defend and hold the flank, hs seMce providers, he affiliates. pertners, officers, directors, employees and agents harmless tram any add all durFparry liabilities, claims, rash, expenses, and damages of any nature (Including but not limited to attorneys fees) arising out of or relating to your use of services, our reliance on the informed.., instruction and/or authotlaatmn provided by you under or pursuant to this Agreement, our provision ofthe Services, your failumM report required changes, transmission of Incorrect data to Bank, your violation or breach of any of Your warranties, representations and/or obligations under his Master Agreement, any applicable Product Schedule, or any other agreement between you and the Bank, Including but not limited to, the Deposit Agreement, and/or War breach of applicable law, rules or regulations This paragraph shall survive termination of the Agreement or any Service You are using. Rnmesentatbtu and Warranties, Compliance with Used, Rules antl Regulations You repesent and warrant to us that (a( You are duly organized, vainly existing, and In good standing In the gate of Your impanl2adn, (b) the execution and performance of this Master Agreement and any otherdacuments or records provided In connection with any Service is duly and validly authorized and does not violate your charter or by-laws or any law or regulation; (c( your primary use of any Service Is for business purposes and not for personal purposes and that You are not a as that term Is commonly used In statutes and regulations governing consumer transactions; and (it) the terms and conditions of this Master Agreement and any other document or record executed or delivered by you In connection with any Service are valid and binding. You agree that your use of any Service, and any transaction you inflate using a Service, does not violate any rate, law, or regulation, Including, without limitation, (al any federal or state regula[lods, rules, orders, guidelines, operating dic mars and pronouncements governing any payment transfer or transaction; (b) the Uniform Commercial Code; or (c) any Rule or Guideline promulgated by any governing trade association (e.g. the National Automated Gearing Ham Assoclatlon, Electronic Check Clearing House organization, etc.). You agree that all of our agreements or obligations arising In connection with any Servim shall be suspended if our performance of any such agreement or obligation is determined by us to violate or be in conBia with any federal or state law or regulation, or the rules and guidelines of any governing trade association. We shall be entitled to rely on any written notice believed by us in good faith to be signed by one of the authorized representatives whose names and signatures are set forth in this Master Agreement and the implementation process and forms. Noti cads. Procedures Notices tom as to you regarding any Seroce may be in writing delivered to you by first class mall, hanbdelivery, facsimile, or email, or, if a Service is provided by access to an intern[website, by posting the notice or communication on the website. For purposes of theforegoing. Notice is deemed effeNve once deposited in the United States mall or when the facsimlle or email is actually sent. Immediate Notification upon discovery of a stolen security device fuser ID, Password, Security Device, Computer), Is required and shall be to fine Seacoast Telephone Banking Center (8C01-206-9991 or 772-287-4000 M-FT —T, Saturday 9-4. Notices tram you to us regarding any other Service may be delivered by first class mall or hand -delivery. Governing taw mn Master Agreement shall be governed by and Interpreted according to U.S. federal law and the law of fine state of Honda except to the extent Mat this Master Agreement can and does vary soot rules or laws assadated with me Services being provided. Waiver of Jury Trial/Arbitration Customer and Bank waive all rights to trial by jury In any litigation or other proceeding relsing out of or relating to this Agreement at the Service used by Customer. Bank and Customer agree that the Services provided under this Agreement involve 'commerce under the Federal Arbitration Act ("FAA") All disputes, controversies, or differences which may arise between parties out of or in conlunNon with this Agreement, which cannot be settled by metal within thirty (30) calendar days of the matter Brit being notified in writing to the other by she complaining pan, shall be finally settled by binding arbitration under the FAA in Stuart, Florida, in accordance wit arbitration rules to be designated by Bank In n sole and absolute discretion in gunNines published by Bank from time as time. This agreement to arbitrate disputes will survive the closing of your Aaount(s) and the termination of this Master Agreement or any Product Schedule or supplemental agreement. Miscellaneous You may not assign this Master Agreement or any of the right or duties hereunder without ourwdtten prlor conserrt. We shallhavethe right at anytime b assign Its rights under this Agreement to another financial Institution that is an affiliate of the Bank, or to any other entity or institution with which the Bank may merge or transfer or share substantially all of Its asset, In which case such aFdlate, entity an Institution shall be substituted for the Bank. No wsho r by the Bank (whether or not In writing) of any term, creation. or obligation of you under this Master Agreement and any applicable Produa Schedule shall bind the Bank to waive the same term, condhion, or dilatation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a vol This Master Agreement shall he binding upon and inure to the benefit of the patties hereto and weir respective legal representatives, successors, and assigns (where permitted(. This Master Agreement Is not for the benefit of any other person, and no other person shall have any night against us or you hereunder. In the event that any provision of this Master Agreement shall be determined to be Ton iq Illegal, or unenforceable to any extent, the remainder of this Master Agreement shall not be Impaired or behmwlse affected and shall continue to be valid and enforceable to the fullest extent permltted by law. The headings and captions comalned In this Master Agreementand any applicable Product Schedule, User Gulde, and/or supplemental agreement are included only for convergence of reference and do not define, limit, explain, or modify this Master Agreement and any applicable Product schedule, User Guide, and/or supplemental agreement or it Interpretation, construction. or meaning. Customer and Bank acknowledge add agree that the relationship between Bank and Customer is that of an independent contractor and that this Master Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them Treasury Services Agreement —June 2019 Page 11 signatures 9gnatans; anaramd via faaimlle (fad, or scanned images. if Catomerfaes ore -mails any scanned document m Bank signed, Customer agrees that it was Its Intention thab III Corporates fa t armed signature Is an electronic signature under applicable federal and state law, pl) the ha/scan be an original document, (III) Customer Intends on conducting business with Bank by electronic records, electronic Contracts, and electronic signatures, fy) Customer's consent under (ill) to be electronically given under applicable federal and state law. Financial Information and Audit Bank may from time to time request Information from Customer In order to evaluate a continuation of the service to be provided by Bank hereunder and/or adjustment of any Brags set by this Agreement. Customer agrees to provide the requested Bnanclal Information Immediately upon request by Bank, In the form required by Bank. Customer authorizes Bank to Investigate per reinvestigate at any time any Information provided by Customer In connection with this Agreement or Fine service. Upon request by Bank, Customer hereby authorizes Bank to enter Customer's business premises for the purpose of assuring that Customer Is in Compliance with this Agreement and Customer specifically a nisco res Bank to perform an audit of Customer's operational controls, risk management practices, gaffing and the need fa training and ongoing support, and information tmhoologY infrastructure. Customer hereby acknowledges and agrees that Bank shall have the right o mandate specific internal controls at Curpomees loation(s) and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow Bank to review available reports of Independent audits performed at the Customer location related to Information technology, the service and any associated operational Processes. Customer agrees that If requested by Bank, Customer will complete a self assessment of Customer's operations, management, staff, systems, Internal mortals, training and risk management practices Mat woultl otherwse be reviewed by Bank In as audit of Customer. If Customer refuses to provide the requested financial Information, or If Bank conducts, in Its sole discretion, that the risk of Customer is unacceptable, if Customer violates this Agreement per the Rules, or if Customer refuses to give Bank access to Customizes premises, Bank may terminate the Service and this Agreement according to me provisions hereof. You sylha rate Bank to investigate or reinvestigate at any time any information provided by you In connection wit this Agreement or any Servla and to request reports from credit bureaus and reporting agencies for such purpose. Ownershlar d Websia The content, information and offers an our webate are copyrighted by Bank and/or its service providers and the unauthmiled use, reproduction, linking or distribution of any portions Is strictly prohibited. You agree not to copy, display, distribute, download, license, sub -license, modify, publish, repose, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the Information and materials on the Sites, except as provided In this Master Agreement, without our express written permission. Unless otherwise noted, all other tidemarks, service marks, and logos used on the Bank's sites are the trademarks, service marks or logos of Bank, or others as Indicated. Web ibildmg FraNces Bank may provide access to Information, products or services offered an other third parry web sites. The Bank is not responsible for, nor does contract, the content, ymducts, ar servleed provided by linked sites. The Bank does not endorse per guarantee the Produces, information or recommendations provided by linked sites, and is not liable for any failure of products or services advertised on those sites. In addition, each third parry site may passage less meafty than the Bank and have a privacy policy different than that of the Bank Your access, use and reliance upon such content, products or services 6 at your own ask. sentiment Reserve Customer may be required to maintain a reserve ("settlement Reserve") of an amount to be solely determined by the Bank. Customer acknowledges and agrees that any Settlement Reserve will be deposited In a Bank amount for exclusive use by the Bank for purposes of offsetting any of Customizes obligations under this Agreement. Customer grants the Bank a security Interest In any settlement Reserve to enable the Bank to enforce ON obligation owed by Customer under this Agreement without natice or demand to Customer. Customer's obligation to maintain a Settlement Reserve shall survive the termination of this Agreement, with such obligation lasting until all of customers obligations under this Agreement have been fully offset. Internet Dlsdaimer Far any Somaim(s) described In me Agreement utilizing the Internet, Bank does am and cannot control the flow of data to or from stairs network and other portions of the Internet Such flow depends In large part on Me performance of Internet Services provitletl or controlled by third parties. Actions or inactions of such third pardes can Impair or distant your connections to the Internet (or partlons thereoQ. Bank annot guarantee that such events will not occur. Accordingly, Bank disclaims any and all liability resulting from or related to such even" and In no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet Infrastructure, your ability to connect to the Internet, or Bank's ability to connect to the Internet on your behalf. Glossary and Definitions 'Acorn Codes' means the Identi0abon codes, paswards, repetitive request numbers, and other access procedures used as a means of authenticating and i messing a service 'Account Documentation' means this Agreement together with all other documentation Pertaining to put accounts Including, without lr"I Our DepMlt Account Agreement, Resolutions, signature cards, pasibaoks, artdlotes of deposits, Schedule of gees, and rate sheets. 'Account Agreement' ar'DoOmIt Account Ameement' means a deposit accommagmement between You and us relating to an Eligible Account. 'ACH Network• means the funds transfer system (network) governed by the NACHA Rules which provides for the intenflnancial Institution clearing of electronic eat les for participating financial Institutions. 'Authmard ReC`� ehz "means a person who is appointed or named In writing Namother person to be authorized to act on behalf ofsuch other personwhin respecttoallow 'is tin the scope ofsuch des,gnee's designated authority. "Arollable Funds" means funds on deposit in an Authorized Account and available for withdrawal pursuant to Regulation CC and the Bank's applicable funds availability scbedu s and polities. 'Bank'.'we•.'us'. antl'our refertoseo[oost National Bank arts defined In Me Treasury Management Servlres Master Agreement. 'Bank Business Day' in11ko all Day' meansam day other than a Saturdaw Sunday, or federal holiday on which we are open to the public for carrying on substantially all afoot business. "Check Issue Reoart" means a record describing checks drawn by the Customer on an Authorized Account, provided by the Customer to the Bank 'Nsjnmer ltcrdytir Pmera^^��FIPOIIm' ICIPsI means a program required by federal law to prevent financing ofterrorist operations and money laundering. The requirements go beyond lust verify(g your Iden[iry. Financial Institutions mart now keep records of Identifying Information and check customer/member names against terrorist lists. This applies to anyone who opens a new account. Tantrum, Services Agreement —June 2019 Page 12 'CUt-0ff Hour means the time of day that Jumped must be completed (see Individual pmdutt schedules for specific cutroff times which maybe amended hoe One estate). 'Effective Entry Date means the date placed on an ACH transaction by the Originator of the transaction or the ODFI—It is normally the date the Originator or ODFI Intends the transfer to take clam. 'Electronic Check Clearing House 0 7anization' (ECCHO( coca as a not -for -profit, mutual benefit, national clearinghouse that is 100 percent Owned by its member Institutions. ECCHOwas created In 1990 by banks as a cooperative venture to encourage the Implementation of electronic check presentment(ECP(. ECCHO'sprimary activities can be divided among three functions: 3) rules development and maintenance; 2) Industry education; and 3) Industry advocacy. 'Electronic Funds Transfer Act" means the law passed by the US congress In 1928, which at out the rights and obligations of consumers and their financial Institutions regarding the use of electronic systems to trorsfer funds. This act Is implemented in the Federal Reserve Eki Regulation E. 'Eligible Account' or'Authorited Account' or'Desienated Account' or 'Account' meant a demand patent account or other deposit account or loan account you have wath us Nat we permit to be linked to a Service. 'Entries' mean ACH Credit Entries and Debit Entries, Including On -Us Entries consistent With the NACHA Rules and also Includes any data for entries or any prenotification entries. "Exception Check" means a Presented Check that does not match a check included in a Check Issue Report. 'File" means a group of ACH entries scared for delivery to an ACH receiving point. 'Funds Transer $vaM1m' means the Wire transfer network through which a wire transfer request WIII be transmitted. 'Informat,ton Services' means the available, of information regarding your account, including account balances, transaction Information, check images, and, If you enroll, a Statements. Information Services Is. houses the ability to create reparts and account Warnings (,Alerts), and he export account information. "Instructions' means any oral, written, electronic or other communication from you that Instructs, tliretts, orders, orrequests us to act on your accounts, including, without fAlitaiioo, any Inswctions to: (A) transfermoney between your accounts; (b) pay monry to a third party payee; and (c) noel a prior instruction. 'Litt a Snedally Desh nated Natianals and Blocked Persons' (SDN List) moms a let of organizations and individuals Who are restricted from doing business with the United States or American companies, or Americans. This Includes terrorist organizations, individual terrorists, and state sponsors of tertomin (such as Iran, ad North gores). The list of "specially designated nationals' Is maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). 'Master Agreement" means the Treasury Management Master Agreement, as the same may change from time to time All reference to Master Agreement includes all Schedules, Addendums, and PmdUd Schedule or User Guides we provide to you from time to time. "National Automated Clearly. House A, ... l tion" INACHA) means the organization where standards, rules, and procedures for Automated Clearing House (ACH) transactions are established. 'ODFI or Odeinatinj, Detosham Flnandal lnaauaon' means financial Institutions Hut originate ACH transactions on behalf of its customers. ODFH mustabide bythe NACHA Operating gulea. 'Online Bankine means the Online -based program of Services offered through our webefte. 'Online BIII Pay' and 'Online BIII Pavmenr means the payment of money from a Designated Account to a third -party payee. 'Originator means a company, Individual or entity that initiates entries Into the ACH Network 'Other terms' have the meanings provided in the applicable Uniform Commercial Code. 'Password" means confidential, unique personal numbers, codes, marks, signs, public keys, PIN numbers or other information composed of a string ofalooders used as a means of authenticating and accessing a Service. "Pay/Retum Request" means the Instructions of the Customer to the Bank ordering the Bank to pay or not to pay an Exception Check. 'FositlNe Par means a service designed to detect fraudulent items whereby you electronically share with us your check register of all checks Issued from your amount withus. We pariah items charged to the Account unless you direct us note dose bythe dairy deadline, in which want we will comply. —Presorted Check" means a check drawn on an Authorized Account and presented to the Bank for payment through the Neck collection system. 'Privacy PrifK means a written policy which usually contain details of what Personal information is collected, him the Personal information may be used, the persons to whom the personal Information may be disdained, and the security measures taken to protect the personal Information. 'Pradjun Schedule. or User Guide' means any supplement, booklet, document, guide, or other recoN which we provide to you from time to time, whether written or In an electronic format, which contains terms, conditions, Instructions or Information regarding a Service or Its use, as changed from time to time "RDFI or Receiving Dentinal Fin an.lal Institution' means a financial Innovation qualified by NACHA to resolve ACH transactions. "Regulation E' means the regulation published by the Federal Reserve Bank to Implement the Electronic Fund Transfer Ad mandating consumer rights and obligation with regard to electronic fund transfers. 'Remimanm Pminesslne'rekrs to an Internet -based banking service generally provided for the collection ofa customers receivables and subsequent credit to the cusiomees account. The service Includes the collection of mall from the customers post office box, and the sorting, toWRd& recording and Imaging of the payments; the processing of Items; avalleblllty of exception and gap payment processing features; and the consummation of necessary bank depelm (miladvaly, the 'Remittance Services). 'RemmeD nor or'Remore DX In GzW refers to your deposit of Ouallfying Items to the authorized Account byendoning the Paper originals, placing our name and the word-samned- on them, and then scanning both sides of them and sending their accurate Images to us, together with deposit irome Lions, via the Internet, rather than by providing us with the paper originals. �Raquxst" means request by means permitted under the relevant Service to transfer funds to a specified account or beneficiary (including standing Instructions) or to amend or cancel a prior request to transfer funds. Re ulrements of Uw" meam as to anV Person a requirement Imposed by any LOW, treaty, m e, regulation, ordinance, determination at an arbitration. Met of court or Telesmination, advisory opinion, order, guideline, fire in& or requirement of any other governmental authority, in each case applicable to and binding upon such person or any of W properties or to which such person or any of 1%properties is subject, either indlvlduallymjointly with another person or persons Re'�j1+'rdra n, Collected qjf �rg fpeeo' provides for the investment of excess funds in Customers Account in repodlase arrangements an the terms and conditions s Xrz In this Product k edule 'Return From or Return Entries' mean any item, which cannot be processed and is being returned by the RDFI to the ODFI for correction or re�lnBiadon. 'Rules' M an the NACHA Operating Rules which provide a complete guide to e Rules and Regulations governing the ACH Network. 'SEC Codes" or'StandaM Entry Class Codes" mean the three. character Code Within an AN company/batch header, which Identifies the tyte of transactions within Treasury Services Agreement —June 2019 Page 13 that batch (e.g. COD, M, RD, aG). 'Securiry Devices' shall have the meaningxtfortb in the Geneal Terms and Contlitions section entitled 'Acknowledgement oJCommevdolty i eosonoble Security Procedure,^ "Security Reqq' ments and Pmcedui-means, unless we agree otherwse ise with you, applicable curity requirements and procedure for verifying the authandcityof Entries or Requests. 'Services" means the Treasury Management Services and features of those servlces which we may provide from time to time. 'Settlement Date" means the date on which settlement occurs, I. a., funds actually change hands as a result of an ACH entry. -St,wect Report" means a record describing Exception Checks that is provided by the Bank to the Customer under Positive Pay. Tareet Bali mdP means the available balance designated on the Treasury Management Master servlces Agreement that You wish to maintain In the Account and above which the Bank will sweep funds out of the Account and to which the Bank will sweep funds Into the Account. 'Trea,ury Ma^A+� ant and tined Credit Sweeq refers to a'sweep' arrangement in connection with the Customer's eligible Account with the Bank. This sweep Service govitles thatmllected and available funds in excess ('Excess Fundi) of a targeted minimum balance (me Target Balani will be swept hpm tM Customer's Account with the Bank and such knits will be applied as a principal payment to the Commercial One of Credit. "Tansfer Services" means the transfer of money between Designated Accounts. 'Uniform Commercial fare Article aA' or "UCCAA" means the portion of the Uniform Commercial Code which deals with certain funds tansfers, Including ACH credit transactions not subject to the Electronic Fund Transfer Ad of Regulation E. This law outlines the protections and responsibilities given to the parties to wholesale credit tonactlons, and sets the legal standard for commercially reasonable security procedures to be used In conjunction with those transactions 'Wire Transfer Bank Business Da Y' are mhours" Mantlay through Friday, excluding banking holidays and "normal business are 8A0 a.m. to 5.00 p.m. (Eastern Standard Time or Eastern Daylight Savines�me on Bank Business Days(. 'Youandygoxr par to the Customer identified In theTreasury Management Services Master Agreement. Remote Deposit Capture Services Product Schedule General Description Subject to the terms, provisions and conditions of this Agreement, Bank shall provide the Remote Deposit Service to Customer, which allows Customer to make deposits to Customer's deposit accounts (each such deposit account an -Account- and, collectively, the'Aceoursh") from Customer's office by scanning checks on a desktop scanner and delivering the Images and Information required hereby to Bank or Bank's designated processor (a'Pmcess a 1. The terms Bank and Processor may be used Interchangeably when used in relation to any services performed by a Processor on behalf of Bank including but not limited to, the receipt and processing of Images and check dam and any notices related thereto. The scanner must capture an Image of the front and back of each Check (as herein defined) to be deposited (each an'Image' and, If more than one, rhaapi In accordance with the Procedures (as herein defined), must read and capture the magnetic Ink character recognition ('MICR") lice oa each check and most read and capture all such other dam and Information as is required by this Agreement. After capture of Me Images, the MICR line on each check and all other requlretl tlam and Information from each check Customer will tranSmR ore or more files containing the Images, the MICR line from each check and all other required data and information from or pertaining to all checks and other required Information (each such file a'FIRW and, If more than one. '11sa to Bankor Processorvis the Internet. Subject to compliance with Orterm% provisions and cendiions of, and as provided In, this Agreement, Bank will provisionally credit me Account or Accounts designated by Customer for the amount of the depositlsl to which the Filets) pertains on the day of receipt of the File(s) and enter the Images of the checks Into the collection process, In accordance with the provisions of Banks then current deposit account agreement and Owlosore pertaining to the Account(s)Into which me deposit is to be made (the "DeposR Agreement") and this Agreement Customer acknowledges and agrees that Bank may ill scontinue, and/or change the terms of the Remote Deposit Service or any related content, features, products or services associated therewith, at any time without notice or liability to Customer or any third party. Customer hereby agrees mat Bank shall be the exduslve proulder of the Service provided In accordance with this Service Schedule and that Customer will not use the vme or similar services of any other parry. Remote Depos t Requirements You can make Remote Deposits if, but only if, You satisfy the entire Scanner and Related Hardware and Software Requirements, Image quality Requirements, and Other requirements of this Agreement. Scanner and other Related Hardware and spRwa e. We may provide you with equipment and/or software (collectively,'Equlpment') that You can use to iron and transmit Images of the front and back of Checks and other Information (e.g., MICR line data) to us. You agree to use the Equipment only for the purpose of processing Checks and Information In the manner permitted by this Agreement. You agree net to: (a) use Equipment outside the United States without Bank's prior consent; (b) use the Equipment to process Checks through other Institutions; Id use the Equipment at a location Omer than Your regular place of business; (it) perform or allow others to perform alterefons or repairs to the Equipment without our written consent; or (a) attempt to bypass or disable any security feature of the Equipment. All right title and Interest In and to (a) any and all computer programs. Including but nth limited the, the wind and source codes therefore, and any and all updates, upgrades, fixes and enhancements thereto and airy and all documentation, user guides and Instructions pertaining thereto (everything In this clause (a), collectively, "Software'), (b) any and all users guides, instructions and Other documentation provided to, or used by, Customer in connection with the Remote Deposit Service (everything In this clause (c) together with the Remote Deposit Procedure Manual, callectiveiy, the "Documentation') shall be, and remain, the property of Bank or any third party Software pmvidep as applicable. Unless otherwise expressly aumhonted, Customer may not copy, reproduce, transmit, moral disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit the Documentation. Checks Deposited Customer hereby agrees that It will only wan and deposit a checps) as that term is defined In Federal Reserve Board Regulation CC ('Reg an, Customer agrees that We Image of the check that Is transmitted to Bank (each such check and Other item a'Clhi and, if more than one, "Checks') shall be deemed an "&em' within the meaning of Article 4of the Uniform Commecial Code (1990 Offidal Tent). Customer formal agrees that It will not remotely deposit any check or other items that: (a) are payable to any person or enmy other than Customer, (b) are drawn, or otherwise issued, by Customer or any affiliate of Customer on any account of Customeror of such affiliate, (c) are prohib¢ed by BankY then torrent procedures pertaining to me Remote Deposit Service (the "Procedures') or are in violation of any law, role or regulation, (d) Customer knows her suspects, her should know or suspect. Is fraudulent at otherwise not authorized by the owner of me amount on which me Check is drawn, (a) Checks that have previously been reamed unpaid for any reason; (1) Checks that are postdated or more man 6 months old; (g) Checks payable to "Cash"; (h) Treasury Service, Agreement -lone 2019 Pride 14 Any Check or Checks that exceed the transactions Sanatoria) that we establish from time to tlme, (1) are drawn an financial Institutions that are located outside of the United States cur Territories of the United States, 0) is a Remotely Created Check or (it) which are not acceptable to Bank for deposit into a deposit account as provided In she Deposit Agreement, which Is Incorporated herein by reference and made a part hereof (Checks described in clauses (a) through (it) each a "Prohibited Check" and, collectively,'Prohibited Checks")Customer grants Bank a security Interest in all Accounts or other deposits (whether general or special) of Customers at the Bank and In all funds in such Accounts or other deposits, to secure Customer's obligations to Bank under this Agreement. This security Interest will survive termination of this Agreement. Image QualityRequbearents Each File transmitted by Customer to Bank shall contain Images of the front and the back of the Checks scanned and remotely deposited by Customer. Each Image of each Check shall be of such quality that the following information can clearly be react and understood by sight review of such Image: a) she amount of the Check; b) the payee of the Check; d she signature of the drawer of the Check; d) the date of the Check; e) the Check number; f) the Information Identifying the drawer and the paying bank that is preprinted on the Check, Including the MICR line; and g) all other Information placed on she Check prior to the time an Image of the Check is captured, such as any required identification written on the front of the Check and any Indorsements applied to the back of the Check Each Image shall di meet all standards for Image quality established by and to permit us m satisfy all pertinent requirements of the following: the American National Standards Institute (-Alhoi the Check 11 An, 12 UK Still at seq.; all related laws or regulations; all other state or Federal laws and regulations; The Electronic Check Clearing Noose Organization; and all other clearing houses or associations. Customer shall also capture and transmit to Bank the full field MICR entitling on each Check, In accordance with the Procedures, Customer shall ensure that the following Information is captured from the MICR line of each Check: a) the American Bankers Association routing transit number("Rlffi b) the number of the account on which the Check is drawn; c) when encoded, the amount of the Check; and d) when encoded, the serial number and the present control field of the Check. Nanning of Checks and Transmission of Flies. Customer shall (a) endorse each Check to be deposited in accordance with the Procedures, (b) scan the front and bark of each Check to be amended and thereby nature the Image of the front and bah of such Check and capture the MICR encoding on, and any other required data from, each Check and (c) transmit the file containing the imago of, the MICR line from and all other required data and Information from or pertaining to, such Checks and other Information to dank or in Processor In accordance with the Prompt a copy of which Procedures have either heretofore been, or are herewith, provided to Customer by Bank, and Customer acknowledges receiptthereof. Bank reserves the right to amend the Procedures, with or without prior notice to Customer. Bank may also require Customer to comply with Security Procedures (as defined in the General Terms and Condltlongto access the Remote Deposit Service. The specific Security Procedures will be described in the Procedures. Bank is not, and will not be, obligated to detect errors by Customer or others, even if Bank sakes certain anions from time to time to do so. To ensure accuracy, Customer shall balance the dollar amount of each deposit to the sum of the Checks prior to transmitting the File In accordance with the Procedures. Customer may send multiple Files to Bank or Processor throughout the day. Thetotaldallarnlueofthe Filessentby Customerto Bankonanydayshall not exceed the tlallar amount specified In the Application Farm Jim'Deposh Umit'(. If the total dollar value of the Files sent by Customer to Bank on any day succeeds the Deposit Umd, Bank may, at its option, refuse he accept the File that exceeds she Deposit Unit, or Bank may arttpt and process the Me. Customer agrees not to comeedthe Deposit Limit To be eligible for processing on the day transmbted, Files must be received by Bank no later than):o0 p.m. EST (the "Ori Tlme")(whkh we may change from time to time) or on a Saturday, Sunday, state banking or federal holiday, maybe deemed received by us as of the nest Bank Business Day. Argon considered received by Bank when a complete copy of such File has been written on a Bank electronic storage device in Conformity with Banks technical and operational requirements. To meet the Cui Tlme, the entire File must be received by Bank polar to the Cut Off Time, and the File must successfully pass the edits for conformlty with the technical requirements. For purposes of determining when a File has been delivered and received, Bank's records shall be determinative. A File which is not balanced in accordance with the Procedures or which is received after the Cut -Off Time shall be deemed to have been received on the business day following the business day on which the File is actually recelved by Bank. Bank reserves the right to change the number of Files that may be transmitted in a day, the Dapo it Limit and the Cut -Off Time. All such changes shall be effective Immediately and maybe Implemented prorto Customers recelpt of notice thereof. Customer may anon Bank at any time to verify the current number of Files that may be transmuted Ina day, the Deposit Umitand the CUFOff Tame. Review of TantaNOM You agree to view the Images of each scanned! Check Qmm and back) that you send to us. If you do not receive a transmission receipt fair each batch transmission, please contact us or use our online service to confirm our recelpt of your hatch file. If Check Information received by us is not complete or cannot be processed by us for any reason, we may reject the Check, notwithstanding any transmission confirmation and charge the amount back aping any provisional oreht to your account. Maintenance and Destruction of Original Check Customer shall securely store all original Checks for a period of thirty (30) days after no marisslon date (such period the "Retention Period'). During the Retention Period, Customer shall take appropriate security measures to ensure that: (a) only authorized personnel shall have access to original Checks, (b) the information contained on such Checks shall not be disclosed, (c) such Checks wal Pat be duplicated or scanned more than one time and (d) such Checks will not be deposited or negotiated in any farm. Customer shall also implement proper security Procedures and Internal controls to ensure the confidentiality of any information that is considered to be non-public personal Information Nat is retained by Customer. Customer shall destroy original Checks upon the expiation of the Retention Perlod applicable to such Checks. Customer will use commercially reasonable methods of destruction apprwed by Bank to destroy original Checks after expiration of the Retortion Period. Customer will promptly (but In all events within 5 business days) provide any retained Check (or, if she Check Is no longer in existenq a sufficient copy of the front and had of the Check) to Bank as requested to ad In the clearing and collation process or to resolve claims by third parties wish regard to any Check. Trsosury5ervl[es Agreement-lune2019 Fbpe 15 Receipt of File. Bank has no obligation to notify Customer of the rejection of a File or the Images pr other information contained therein. Bank shall have no liability to Customer for the rejection of a File or the Images or other information contained therein or for the failure to notify Customer of such rejection. Upon receipt of a File submitted by Customer, Bank may examine such File and the Images and other Information contained therein to ensure that Customer has compiled with this Agreement and followed the Procedures. If Bank determines that Customer has not complied with this Agreementor followed the Procedures or If errors exist In the Images or other Information contained in the File, Bank In its sole phonation, may either reject the File or elect to correct the error and accept and process the corrected Fie (a 'Cprtedetl Me'). As a form of correction, Bank may credit Control Account for the full amount of the deposit and make any necessary adjustments to the Amount to correct the error. Bank may, at its option, also perform a risk management analysis of one or more Files submitted by Customer to detect potentWlly fraudulent Checks, and, In in sole deduction, Bank may reject any such File or the Images or other Information contained therein. If after examination of a File and the Images and other information contained therein, Bank determines that Customer has complied with this Agreement and processed and transmitted the File in accordance herewith and with the Procedures, the File Is balanced and the Images meet the requirements of this Agreement then Bank shall accept the File (an'Amanted Mai for deposR to Customers Amount Notwithstanding the fact that Bank has accepted a File for deposit, any credit made to Customer's Account shall be provisional, and Customer shall remain liable to Bank for any effort, marmuracies, breach of warranties and any other loss sustained by, or claim made against. Bank. Provisional Credit and Availability of Funds. Upon acceptance of the FIIe. Bank shall grant Customers Account Provisional Credit (as herein defined) for the total amount of the Comeded File or the Accepted File, as applicable. As used herein, 'Provisional Credit' means that the credit Is made to Customers Account subject to final payment of the Checks and subject to the terms of the Deposit Agreement. For the purpose of determining availability of funds, Bank may hold funds for the period of time permitted by Bank's Ponds ivallabilitydiecbsure. Collection of Chergs. Bank, In Its sole discretion, shall determine the manner In which Images shall be presented for pin menu, the drawee bank Bank in its sole discretion, shall select the clearing agents used to collect and present the Images, and BanKs selection of the clearing agents shall be considered to have been designated by Customer. Bank shall not be liable for the negligence of any Clearing agent. Collection of Checks Is also subject M the Rules and the terms of the Deposit Agreement. Contingency Plan. Customer agrees that in the event Customer Is not able to capture, balance, process, conduce or transmit a File to Bank, or otherwise comply with the terms hereof or of the Procedures, for any reason, Including, but not limited to, communications, equipment or software outages, Interruptions or failures, Customer will transport the originals of all Checks to the closest office of Bank and deposit original Checks with Bank until such time that the outage, interruption or failure Is Identified and resolved. Customer hereby acknowledges and agrees that Bank shall not be liable to Consumer for any loss or damage of any nature sustained by Customer as the result of the Inability of Customer to use the Service. The deposit of original Checks at an office of Bank shall be governetl by the terms ant conditions of the Deposit Agreement and not by the terms of this Agreement. Warrenlhen,. Customer represents, warrants and covenants the following to Bank: (a) Checks Deposla.d.Customer shall only deposit Checks that are authorized by this Agreement, the Procedures and the Deposit Agreement; (b) Neither you nor any third party has taken a ray action that would obscure, alter or Impair the capture or transmission of information on the front or back of the Check or that otherwise may prevent us or another Institution form capturing or processing such information; (c) Image Quality. Each Image transmitted by Customer to Bank contains an accurate representation of the front and the back of each Check and complies with the requirements of this Agreement (it) Accuracy of Information. All data and other information submitted by Customer to Bank, Including but not limited to data contained In the MICR line of each Check, is complete and accurate and couples with the requirements of this Agreement; (e) NODuplicates. Customer will noc(1) create duphisme Images of the Checks, (a)transmit a duplicate Image or File to Bank or (III) deposit or otherwise negopme the original of any Check of which an Image was created. Customer further warrants that no subsequent transferee, including but not Backed to Bank a collmting or returning bank, drawer, drawee, payee or endome, will be asked to pay the original Item from which the Imdge(s) was created or a duplication (whether paper or electronic, Including ACH entres) of the deal (f) No Ends. No Subsequent transferees of the Rends), Including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee of endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check; (a) Information. All Information provided by Customer to Bank is true, complete and accurate and properly reflects the business, financial condition and principal partners, owners or officers, of Customer. Customer Is not engaged In, or affiliated with, any businesses, products or methods of selling other than those disclosed by Customer to Bank; (h) No Until There Is no action, suit or proceeding pending op to Customers knowledge, threatened which, if decided adversely. would impair Customers ability to tarty on Its business sub gintlally as now conducted or which would adversely affect Customers financial condition or opemdons. Customer is solvent and account will maintain sufficient Ponds; Evdusim of Warranties WE AND THE PROVIDERS OF ANY EQUIPMENT WE MARE AVAILABLE TO YOU MAKE NO WARRANTY, EXPRESS 0R IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT UMITEO TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICE OR ANY EQUIPMENT. YOU HEREBY WAIVE AND RELEASE US AND OUR EQUIPMENT PROVIDERS FROM ANY WARRANT RISING FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NEITHER WE NOR OUR EQUIPMENT PROVIDERS WARRANT THAT OPERATIONS OF THE EQUIPMENT OR SERVICE WILL BE ERROR -TREE OR UNINTERRUPTED. Indemnification and Edgar�O'-TBIrd Part, Claims In addition to the iademni(Ication provisions contained in the General Terms and Conditions, Customer hereby Indemnities Bank and each of Its parents, subsidiaries and aMBates and their respective officers, directors, employees, members, partners, agents, Insurers and attorneys (each add 'I demnWed Pai and, cdlect oogy,ahe T eosury SeMCesAgreunent—lone 2019 Pope 16 'Indemnified Pastier') for, and holds each of the Indemnified Parties harmless /ram antl against, all numb s, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys' fees) of any nature or kind (Including have by third parties) adding out of, or related to, the Remote Deposit Service, including all actions, muses of action, claims, damages, liabilities and expenses arising out of, related W or resulting from Customers: (i) destruction of original Checks, (ll) deposit of an electronic representation of a substitute check into an Account instead of an original Check, and/or !lip deposit of a prohibited check; provided, however, Customer Is not obligated to 'indemnify Bank for any damages solely and proxlmately used by Bank's gross haRlgence or willful mismnduct The terms of this paragraph shall survive the termination of the Remote Deposit Service. Returned Items If Images or Checks deposited by Customer are dishonored at otherwise returned depend by the drawee bank, or are returned by a clearing agent for any reason, Including, but not limited to, Issues relating to the quality of the Image, Customer understands and agrees that, since Customer either maintains the original Check or has destroyed the anginal Check In accordance with this Agreements Me original Check will not W returned, and Bank may charge back an Image of the Check to Customers Account Customer understands and agrees that the Image may be In the farm plan elactraec or paper reproduction of the original Check a a substitute check. Unless otherwise instructed by Bank Customer agrees rat to deposit the original Check Han Image or other debit as previously disam bed is charged WOW Customer. Inftmantr nantl Access Bank may from time to time request Information from Customer in order to evaluate a continuation of the Remote Deposit Service to be provided by Bank hereunder and/or adjustment of any limits set by this Agreement. Customer agrees to provide the requested financial Information Immediately upon request by Bank, In the form required by Bank. Customer anothodces Bank to Investigate or reinvestigate at any time any Information provided by Customer In cannection with this Agreement or the Remote Deposit Service and to request reports from credit bureaus and reporting agencies for such purpose. Upon request by Bank, Customer hereby authorizes Bank to enter Customers business premises for the purpose of ensuring that Customer is In compliance with this Agreement and Customer spedfically authorizes Bank to perform an audit of Customers operational controls, risk management prectkes, stalling and the need for training and ongoing support, and Information technology Infrastructure. Customer hereby acknowledges and agrees that Bank shall have the right to mandate spedgc internal commis at Customers lom ions) and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow Bank to review available reports of Independent audits performed at the Customer location related to information technology, the Remote Deposit Service and any automated operational processes. Customer agrees that if requested by Bank, Customer will complete a self assessment of Customers operations, management, staff, systems, Internal controls, training and risk management practices that would otherwise be reviewed by Bank in an tell of Customer. If Customer refuses to Provide the requested financial Information, a If Bank concludes, In its see discretion, mat the risk of Customer 6 unacceptable, or if Customer refuses to Bwe Bank access to Customers premises, Bank may terminate the Remote DePoelt SeMce acmrding to the provisions hereof. Other Terms This Agreement (Including Implementation documentation) incorporates, and supersedes where inconsistent, the terms of your deposit amount agreement with us. iLockbox Remittance Processing Product Schedule Descrlptionaf Service The ILockbex Service is a Service offered by Bank to Customer whereby Customer direct; those persons or entitles making payments and other remittances to Customer to mall the payment and certain documentation to a Post Office Box from which Customer has authorized Bank and/or Bank's subcontial (me 'Processor) to remove the contents. The terms Bank and Promoter may be used Interchangeably when used In relation to any services performed by a subcontractor on behalf of Bank includiii but not limited to, the remipt and processing of checks and remittances and any data related thereto. it 6 the responal lily of the Customer to notify remitters that remittances shall be mailed to the backbm assigned by Bank. Bank and/or Processor shall perform certain specified functions and deposit the cheks Into Customers account. Customer hereby requests and Bank has agreed to pertarm the Walker Services as provided In this Product Schedule. Checking accounts The Customer shall open a Checking Amount(s), Into which the Remittance payments shall be deposited, and shall submit all forms and documents, Including but not limited to, signature cards, partnership agreements, and resolutions, as required by Bank In conjunction with this Service. Each Checking Accountshall be subject to the Bank's rules, regulations and fees. The Bank Is not obligated to process any Remittance payments or perform any Remittance services until the appropriate account has been established. ChargWri When the Bank receives a Remittance Payment, It shall coedit the appropriate Account for the full amount of me payment. Funds received at me Customers P.O. Bark after 900 A.M. may net be aedrted until the next Bank Business Bay. All funds are credited conditionally subject to 'final payment' and clearance of all remittances. The Bank reserves the right to reverse airy credit that is subsequently disputed or falls to clear. Aumodation to Establish Post Office Box Customer hereby authorizes Bank to establish a Post Office Box in in Bank's name and Bank shall have exclusive access to the Post Office Box. Customer shall execute any and all forms required by the Postmaster to establish the Post Once Box and to grant Bank exclusive access thereto. Customer shall not have access to the Post Office Box and shall not authorize any other person or entity to have access to or remove the contents of the Post Office Box. Authorization to Process Oeposlis Customer hereby authorizes Bank to open the envelopes addressed to Customer, process the contents, indorse the Items on behalf of Customer, prepare deposit tickets, deposit the Necks W Customers account, and perform any other functions specified in Bank Processing procedures below. Notwithstanding the foregoing and as provided elsewhere in this Product Schedule, Bank may deposit Items to Customers Account wnhoW Indorsing Items In Customers name. Baran Duties and ResponsiblRtles (p processing Items. As an agent for Customer, Bank shall remove the common, of the Pm Office Box each Winning day at Intervals deteornmed by Bank In Its sole discretion. Customer acknowledges add agrees that removal of the items from the Past Office Box shall constitute delivery of the items by Customer to Bank for collection. Bank shall open the envelopes, process the contents, and deposit the checks Into Customer's account in accordance with Bank Processing Procedures below. Bank shall use reasonable efforts be process all items removed from the Pot Office Box an We banking day We items are removed therefrom; however, Customer agrees that Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to process Items or to perform any other obligations Treasury Services Agreement —June 2019 Page 17 under this ProductSchedule which Is caused by an actof Gad, fire, goads, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, hots, acts of public enemy, or ads of governmental authority or the Board of Governors of the Federal Reserve; labor dlfBcultles; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to ad by you or third Parties and their personnel; criminal ads; or generally any cause reasonably beyond the Bank's control. Additionally, Bank shall have no lability to Customer for failure to process all Items on any given day It the volume r.Ciscd by Bank for all of Bank's lockbox customers exceeds Bank's ability to process all of the Items on the day of receipt. (Il) Bank Shall Not Examine Items. Customer acknowledges and agrees that Bank will not examine items received by Bank and processed In can)unctlon with the SeMCe rendered by Bank. Therefore, legends and other instructions placed on Items such as, but not limited ta,'not valid over $500; 'void after 90 days,"full accord and satela dl shall nut be shimmered by Bank, shall not be binding on Bank and shall not be enforceable against Bank. Ukewise, Bank shall not discover alterations, post dated checks, stale dated checks, or discrepancies between the amount of the check or item as Witten in numbers and words, or other irregularities on the face of the check or item. Customer further acknowledges and agrees that Bank shall not be liable W Customer for any loss that Customer may suffer as the result of Rank's processing hems containing such legends, instructions. or Irregularities. Customer will be responsible for notifying their pAmm to send directly m Customer any payments which should not be processed through the lockbox given the limitations stated above. Notwithstanding the foregoing, and without creating any liability on the part of Bank if Bank dot" an alteration, an Incomplete check, post dated Check, stale dated check, or other Irregularity, Bank shall send such item to Customer. (III) Endorsement of Checks. The Uniform Commercial Code provides that a bank becomes a holder of unendorsed Items when the customer who Is a holder of the Item delivers the Item to a depository bank for collection. In accordance with that section, while Customer authorizes Bank to endorse Items in Its name and on Its behalf, Bank may, in its sole discretion, elect not to place Customer's endorsement on items deposited by Bank to Customer's amount. Bank Processing Procedures III Each Bank Business Day, the Processor will collect all Incoming remittances from me Post Office according to Processor's established delivery schedule. Once received, Bank will upon the envelopes and remove the checks, money orders, ash, and other forms of payment ('RemNtzncki and the statements, invoices, correspondence, papers,documents, or other hems('Remlttance MateAall Remittance Materials and envelopes containing Remittance Materials must be of a site and Roper quality so as to be properly Processed through Banks equipment without damage. Bank shall add the checks received for deposit, prepare a deposit slip, and make the deposit to the lockbox Account, pravided Nat for Refill Processing, Exception Items (defhmd below) will be handled according W the Exception Item procedures outlined below. Except as otherxhe spadfically provided in his Product Schedule, Bank will not recondle the checks, cash, or other items in the envelopes to the Invoice, statements or other documents Contained in the envelopes. (II) The Processor will provide the Customer with a welit a address where the Customer can view reports and Images of daily transactions in the Customer's account(s). Each Customer shall also be provided with a unique user ID and password that must be entered In order to access the Remittance acc lsl. (III) Cash Payments. All Remittance payments must be by personal check, call check or money order. Cash will not be accepted. If cash Is received Roil Customer, the payment will not be credited and the Processor will return the ash to the Customer. (A) Bank will contact any of the Customer Representatives with any questions that may arise in processing the Lckbox. (WI) With respect to improperly encoded Items, Customer agrees Nat Bank may make appropriate adjusting entries debiting or debiting CustamKs account at the Bmethe discrepanry is discovered. Notice will be given to Costomerat the time the entrybas been made. (YRI) Unless otherwise requested In writing by Cutmober, Back will handle the following items In the manner Indicated and Bank shall have no liability to Customer For taking such action: A. Checks bearing the notation -payment In burr or any notation simllar thereto will be processed. B, Checks shall be processed regardless of date. C. Foreign items will be processed according to the Rank's usual operating procedures for processing foreign items. D. Undated checks will be processed. E. Checks payable to a payee other than Customer will be processed. (v) Procedures bar Retail Processing Only A. In the event that the Processor receives a Remittance Payment that is unacceptable (an 'Exception Rem') the Processor shall Pod notice of the Exception item N the Customer at the Remittance website. In the Exception Processing Application area(the -EPA Area'). Exception items shall not be credited into the Customer's Remittance Account The Following are some of the conditions that can cause an them to be deemed exceptions: B. Checks received Without coupon Is. Check amount does not match coupon/payment due B. Each processing day the Customer wlll have access to the EPA Area, which will indicate all Exception items from the previous processing day and the action that the Customer must coke with regard to any such Items. Exception Items will be Posted only in the EPA Area, and it is the sole responsibility of the Customer to check the EPA Area From time,to time ro discover the existence of Exception Items antl to take appropriate remedial action. If the Customer does not make a decision on Excepdan Items, the hems will be forwarded unprocessed to the mailing address set forth in this Agreement. C. Stop Payments. The Customer may request that the Bank stop crediting Remittance payments fight a particular payee. Stop Payment Orders may be requested solely by entering Fire Stop Payment Order diredN into the EPA Area. Stop Payment Orders renelved by the Bank after g PM will W enfoad as of the next Bank Business Day. Any payments effiri by the Stop Payment Order shall be Returned to the Customer. The Customer assumes full responsibility no Rablliry for stop payments entered into the system.Stop Payment Orden shall remain In eHed until terminated by the Customer by deleting the stop from the EPA Area. Customer Obligations (1) Retail Processing use of Coupons/Remittance Document. The Customer must Include an encoded coupon/remittance document (according to provided processor specifications) along with each Payment Failure to Include a remlthroo document may result In the exception of the payment. Treasury Servires Agreement —June 2019 Pope 19 (II) Retall Processing Exception items. It is the sole responsibility of the Customer to monitor the EPA Area to remedy Exception Items. Any Exception items that are corrected by 3 PM will be credited to the Customers Remittance Account on the same Dank Business Day that such corrections are made. (III) Customer System Requirements. The Customer must have access to the Internet andthecunentversionorthemostpooddesversionOflnternetExplorerweb- browser In order to use the Remittance services. The customer must also have the current version or most posaius version of Adobe Aaobat in order to read the report files in .pdf format. These system and so@ware requirements may be subject to change, and It shall be the sole responsibility of Customer to ensure that Customer's agWpment Is sufficient to use the Remittance services. IN) Customer Infmmatlon. The Customer shall promptly notify the Bank of any change in the Customers mailing address or telephone numbers. (v) Indemnification. Customer agrees to, and does hereby, Indemnify and hold the Bank harmless from and against any and all expenses, costs, (Including attamays' fees) dalms, causes of action, and liabilities resulting from claims by third parties which directly or Indirectly arise from the handling of, and credit given fog remirance Items handled under this Product Schedule, it being understood and agreed that Bank acts herein as agent for Customer. LIMITATION OF LIABIM FOR SERVICE WITHOUT LIMITING THE GENEMUHIYOF THE LIMITATION OF UABILIN SECTION OF THE GENERAL TERMS AND CONDITIONS OF THE MASTER AGREEMENT, THE EMIRS LIABILITY OF BANK TO CUSTOMER HEREUNDER, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL BE LIMITED TO THE ACTUAL, PROVEN DAMAGES OF CUSTOMER THAT ARE THE IMMEDIATE AND DIRECT RESULT OF AN AMON OR FAILURE TO ACT BY BANK CONSTITU'ONG GROSS NEGLIGENCE, W ILLFUL MISCONDUCT, OR FRAUD. Treasury Management Sweep Accounts Product Schedule Master and Sub Account General overview You will identify one or more of the Accounts on the Master Agreement Application as Sub Accounts (SUB). Subject to the terms and conditions set forts In this Agreement, the Bank will transfer funds to or from each so the balance In such SUB at the close of each posting day shall be the target balance specified by Customer on the Mager Agreement Application (the Target Balance'). If no amount Is stated for the Target Balances then such balances shall be zero (WOW). The Target Balance may be adjusted from time to time upon mutual agreement of Bank and Customer. AMaster Account may be linked to multiple SUBS and may, itself, be SUB linked to another Master Account. If a Master Account is not a SUB, it is also an`Ultimate Master Account", An Ultimate Master Account is a concentration account and Is the final Master Account In any chain of linked SUBS and Master Amounts. All Master Accounts, including the Ultimate Master Account, that are linked to one or more SUBS are collectively referred to herein as the 'Mager Accounts." Funds Movement Between Master and Sub Accounts When a SUB does not have sufficient funds to corer checks, transfers and other debits (p:,Hdmbely,'lagal from such Account, the Bank will automatically transfer to the SUB inaudible funds In the Master Accounts to which such SUB Is linked in an amount sufficient to pay Debits. If there are Insufficient available funds In the Master Accounts to pay Debits, we reserve the right in our sole discretion, to pay or return any such Debits. If the Bank pays any Debit that overdraws a SUB (because of the lack of sufficient avallable funds in the linked Master Accounts), the payment of such Debit will result in a negative balance In a linked Mager Account. At the dose of each posting day, the Bank will automatically transfer to a linked Master Account any available Funds In a SUB that are in excess of such SUB's Target Balance. If mare than one SUB is linked to a Master Account or a chain of Master accounts, the Bank will transfer available funds from the Master Accounts to cover Debits from all linked SUBS prior to making transfers from the Master Accounts to restore the Target Balance In the Sues. If there are Insufficient available funds in the Master Accounts to cover all Debits from all linked SUBS, the Bank reserves the right, In our sole discretion, to (a) pay or return any such Debits, and (b) advance funds to restore the Target Balance of any one ar more of the SUBS. Any holds (i.e., restralms on payment of funds) applicable to a SUB shall be applied to the Master Accounts to which the Account Is linked. Bank as Agent for Repurchase Agreement Sweeps You hereby appoint the Bank as Your agent to invest for You Investment Funds (as defined below) in United States govemmeat or agency securities as Instated on the Master Agreement Application The Bank hereby accepts such appointment Sweep Transfers On each of Its banking days, Bank will use reasonable efforts to engage in Repurchase Transactions an behalf of Customer in an aggregate amount col to the Investment Funds (as determined In this Agreement). • Corporate Treasury Management and Uoe of Credit Sweep. On each of its banking days, the Bank is authorized and directed by the Customer to place all Excess Funds in the SUB as a payment of any outstanding balance on the Line. The Bank shall use reasonable efforts to transfer Excess Funds within one banking day after excess funds of the Customer become available on the Dark's books and records, and the Customer authorizes the Bank to conclusively rely on such books and records for purposes hereof. Any advance against Customers Line under this Agreement is subject to the terms and mothers set forth In the Une Agreement and any ash all other documentation in connection with mid Une. • Repurchase Agreement Sweep. On each banking dab Bank shall sweep the amount of funds in the SUB in excess ('Excess Funds') of the Target Balance and add the Excess Funds to the Investment Funds, to the extent such addition does not cause she amount of Investment Funds to exceed the maximum amount specified In The Treasury Management SeMces Master Agreement If any ('Maximum Amount'). Only funds which are full, collected antl avallabie, as determined by the Bank in as sole discretion, will be used In determining total funds in the SUB, Excess Funds and Investment Fund, The SUB is and will remain subject to all the terms, conditions, fees and charges and disclosures applicable to the SUB or to which the SUB is subject, none a which will be changed by this Agreement or the transactions or arrangements described In this Agreement. Repurchase Transawans Each repurchase tangetion conducted pursuant to this Agreement (each, a'Pepurchase Transaction" antl collectivey, the 'Repurchase Transactions") will Involve the sale by Bank, as Principal, to Customer of an undivided interest (the'Interadi in a pool of obligations of the United States government or any agency thereof (the 'Underlying Addl held in a Custodial Account with a market value on the date of sale by Bank equal to life Investment Funds, and III subsequent repurchase of such Interest. The purchase price 'Purcbase WIiWI for the Interest will equal the Investment Funds on the date of sale by Bank. Onthebankingday following such sale (the 'Repurchase Dam'1. Dank will repurchase the Interest at the Repurchase direct, unless the Repurchase Date Is delayed by circumstances Treosury5ervices Agreement —June 20J9 Page 19 beyond the reasonable control of Bank, In which case the Repurchase Date shall be on the next available Banking Day, Bank will as as agent for Customer in Customer s purchase and subsequent resale of the Interest. In evidence of such Repurchase Transactions, Customer will receive daily confirmations (each, a "Conflrmation" and collectively, the "Confirmations"). The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Customer and Bank with respect to the Repurchase Transaction to which the Confirmation relates, unless with respect to the Confirmation specific abhumn Is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. The Repurchase Transactions provided bythe Agreement will be available only to persons who establish and/or maintain an eligible Account with Bank. The terms of each Repurchase Transaction reflectetl in the Confirmations shall be binding an both parties, absent manifest error. Repatriate Price And Earning papurchasesweeps Only) The'Repurchase Pdce' for any Repurchase Transaction (Collected Balanm Only) will equal the sum of (1) the Purchase Price for that Repurchase Timmatan and (id an amount determined by the application of me appropriate PrIcIng Rate to the Purchase Pdce for such Repurchase Transaction on a 365 days per year or a 366 days Far year basis, as 1M1e case may be, during the period commencing on (and Including) the date of sale by Bank of the Interest for such Repurchase Transaction and ending on )but excluding) the date of repurchase by Bank of the Interest for such Repurchase Transaction. On the last banking day of each calendar month, Bank will determine the aggregate (the "Monthly Earnings") of the excess of the Repurchase Price over he Purchase Price, added over all Repurchase Transactions for which the Repurchase Date occurred during such calendar month. On the last banking day of each calendar month, Bank will add the Monthly Earnings to the Investment Funds, regardless of whether such addition causes the Investment Funds to exceed the Maximum Amount. THE EXCESS OF TIE REPURCHASE PRICE OVER THE PURCHASE PRICE ANOTHE MONTHLY EARNINGSARE NOT EXCLUDABLE FROM FEDERALAND STATE INCOMETAXES. altlna Rate!Repurchose Sweeps Only) For any Repurchase Transaction entered Into while the amount of the Investment Funds exceeds $2.500, the 'Pricing Rate will be the rate set by Bank In Its sale discretion. For any transaction entered into while the amount of the Investment Funds is less than $2,50 , the 'Pricing Rate will be equal to Bacwt savings rate, as detearrill by Bank hom time to time. THE PRICING RATE WILL BE ESTABLISHED BY BANK IN ITS SOLE DISCRETION AND MAY BEAR NO RELATIONSHIP TO THE INTEREST RATES ON THE UNDERLYING ASSETS OR OTHER SECURITIES. RedeposR of Funds In the Account On each banking day, Bank will transfer into the Account as much of the Investment Funds as may be necessary (if any) so that for: • Treasury Management and Une of Credit Sweep - In the event the Account's balance of cailected, available funds drops at any time below the Target Balance, an amount necessary to restore the Target Balance will be redeemed from the One up to the then available balance and the net proceeds will be redeposited In the Account. Should the balance of line One and the Target Balance be mrsu%icient to cover the charges to the Amount, The Bank may cancel this Agreement immediately without notice. This Agreement Is not intended to and shall not provide, overdraft protection, and in no event does the Bank provide any assurance that mosectlons by the Customer in IN Account will not result in an ovendrah or the incurrence of overdraft or other charges applicable to such Amount. • Repurchase Collected Balance Sweep- me amount of funds in the Account is equal to the Target Balance. Customer hereby grants Bank the authority to transfer such amounts Into the Account. Any portion of Investment Funds (after any charges) not transferred Into the Amount will be Included In Investment Funds for purposes of sale on such day by Bank to Customer of the Interest THISAGREEMENTISNOTINTENDEDTOAND SHALL NOT PROVIDE OVERDRAFT PROTECTION, AND IN NO EVENT 006 THE BANK PROVIDE ANY ASSURANCE THAT TRANSAMONS BY THE CUSTOMER IN ITS ACCOUNT WILL NOT RESULT IN AN CVF0.0RATT 0R THE INCURRENCE OF OVERDRAFT OR OTHER CHARGES APPLICABLE TO SUCH ACCOUNT. Consulting Account (Repurchase Sweeps Only) The Underlying Assets will be held in a mstowd account at a third pared costodiaa (-CUAodian-) in the name of Bank for the benefit of mstame6 of Bank ('Custatlial Appear). The Custadlal Account will be seWrate hom any account at Custodian holding Back's impledged securities. Non-Transferabllity of Interest or Underlying Assets (Repurchase Sweeps Only) Customer understands ark agrees that It may not sell, pledge or hypothecate the Interest or any Underlying Assets to any party other than Bank during the term of this Agreement. Segregation of Underlying Admits (Repurchase Sweeps Only) To the extent required by applicable law, the Underlying Assets In the possession of Bank shall be segregated hom other securities In has possession and shall be Identified as subject to this Agreement. Segregation maybe accomplished byappropriate Identification on Banks books and records. Required Disclosure for Trananamis In Which Bank Retains Custody of one Purchased Securities: Bank is not permitted to substitute other Securities for those subject to this Agreement and therefore must keep Customer's Securities segregated at all times, unless In this Agreement Customer grants Bank the right to substitute other Securities If Customer Emma the right to substitute, this means that Customer's securities will likely be commingled with Bank's own securities during the trading day. Customer is advised that, during any trading day that Customers Securities am commingled with Back's Sedunnies, they may be subject to liens granted by Bank to third parties and may b s used by Bank for deliveries on rather securities transactions Whenever the Securities are commingled, Bank's ability to resegregate substine Seprhies for Customer w01 be subject to Banks ability to satisfy any lien or to obtain substitute Securities. No Substitution (Repurchase Sweeps Only) Bank shall not have the right to substitute other Securities for any Underlying Assets. Treasury Services Agreement —June 2019 PoBe 20 Security for Payment of Bank Obligations Under Repurchase Transactions (RepurchoseSweeps Only) Although me parties Intend that all Repurchase Transactions shall be sales and purchases of seurities, in the event any Repurchase Transactions are deemed to be loans, Bank shall be deemed to have pledged the Underlying Assets to Customer as security for the performance by Bank of Its obligations under each such BeW rchase Transaction. In such case, Customer Is hereby granted a security Interest In the Underlying Assets having a market value as of the end of each day not less than the Purchase Pdre of outstanding Repurchase Transactions held in she Custodial Account. Bank has no obligation to place or maintain with Custodian securities with an aggregate market value (plus accrued but unpaid interest thereon) greater than the aggregate Purchase Price of Bi outstanding Repurchase Agreements. Custodian has no obligation to independently verify the sufficiency of securities In the Custodial Account and shall be entitled to rely upon the Instructions of Bank. To the extent that the market value of securities held under the Custodial Agreement is less than the aggregate repurchase price of Bank's outstanding repurchase transactions under this Agreement and similar agreements between Bank and other customers of Bank, Customer and such other customers of Bank will be unsecured creditors of Bank. The Security Interest herein granted shall lapse and become blind effect upon the Bank's payment to the Cu mrr of Me amount due upon repurchase. Status of Funds(Repurrhose Sweeps Only) Investment Funds swept ad of an Account are not deposits under FDIC rules and will not be subject to WIC insurance coverage limits. Under FDIC receivership polities, Customer will be the owner of or hold a perfected ucurM interest in the specific securities allocated to such Investment Funds. Bank will act solely as agent for Customer, and, In the event of default Customer will have me right to direct Bank to sell any securities allocated to the Investment Funds and apply the proceeds In satisfaction of any liability Bank may have in Customer's favor. Use of Employee Plan Assets Itsss.In of an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 ('ERISA") are intended to be used by either pa hereto ("Plan ParW) In any Sweep Transaction contemplated by in II Agreement, Plan Party shall notify Bank prior to the Transaction, and Plan Party shall represent in writing to Bank that the Transaction does not constitute a prohibited transaction under ERISA or Is otherwise exempt therefrom. Bank may proceed In reliance thereon, but may retire to proceed In its sole judgment. Subject to the Immediately preceding sentence, any Sweep Transaction shall proceed only If Bank Furnishes or has furnished to Customer its most recent available audited statement (if any) of Its financial condition and its most recent subsequent unaudited statement of Its financial condition, antl Bank shall be deemed (1) to represent to Customer that since the date of Bank's latest such financial statements, there has been no material adverse change in Fork's financial condition which Bank has not disclosed, and (it) to agree to provide Customer with future audited and unaudited statements of its financial condition as these are issued, so long as Bank is a party to any outstanding transaction pursuant to this Agreement Involving a Plan PaM. Represenmtbm, Warranties and Covenants • RepwchmeSeeeed — Customer and Bank each represent and warrant on the date of this Agreement and on me date of each Repurchase Transaction mat (p It is duly authomed W execute and deliver this Agreement enter Into the Repurchase Transactions aid perform its abligatiom hereuntler, (le) me Persons signing this Agreement are duly authorized, (W) it has obtained all required government authorizations in connection with this Agreement and the Repurchase Transactions and such authorizations are in full force and effect and (IV) the execution, deliver, and performance of this Agreement and the Repurchase Transactions hereunder will not violate any law, ordinance, chatter, by-law or rule applicable to It or any agreement to which It or any of its assets are subject • Corporate Thmal Management antl line of Credit Sweep— AS of the date hereof and on the data of each Transaction, the Customer and the Bank represent, warrant and covenant to the other that (1) it Is duly authorized to execute and deliver this Agreement, to enter Into the Transactions contemplated hereby and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (11) it will engage In such Transactions as principal for, if agreed In writing In advance of any Ta nsaction by the other party hereto, as agent for a disclosed principal), (sip) the persons signing this Agreement on their behalf are duty Sutherland to do so on its behalf (or on behalf of any such disclosed principal), by resolutions duly adopted by Its board of directors or an authorized combined thereof and that such resolutions and this Agreement are and shall main continuously an official written record of such institution, Uv) it has obtained all authorizations of any governmental body required in connection with this Agreement and me transactions hereunder and such authorizations are In full force and effect and (v) the execution, delivery and performance of this Agreement add the Transactions hereunder will not violate any law, ordinance, charter, bylaw or tole applicable to it or any agreement by which it Is Bound or by which any of IU assets are affected. The Customer and the Principal shall each be deemed to affirm and make all me foregoing representations made by R on each day a Transaction is entered into. Umhafian ofUtility Customer understands and agrees that Bank shall have no liability or obligation For failure to make the sweeps or transfers Into the Account Provided far herein where such failures result or arise from bank holidays, or causes beyond Bank's reasonable control. This Agreement is an obligation solely of Bank, and not of Seacoast Banking Corporation of Fiodda crony otheraffigate of Bank. Repurchase Sweeps Only - REPURCHASE TRANSAMONS, AND ANY FUNDS OR ASSETS HELD BY BANK OR CUSTODIAN IN CONNECTION WITH REPURCHASE TRANSACTIONS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, BANK, ARE NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY OR INSURER, AND INVOLVE RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. Intent (Repurchase Sweeps Only) The parties agree mat each Repurchase Tnnsactlon under this Agreement is a "repurchase agreement' as that term is defined In Section 2121 of the Financial Institutions Reform, Recovery, and Enforcement Act of 1999 (TFIRRW) and Section 101 binds it of the United States code, as amended (except Insofar as the type of securities subject to such transaction orthe term of Such transaction would render such definition Inapplicable), and a-saauridescomi as that term N defined In Section 2111 of FIRREA and Section 741 of Thee 11 of the United States Code, as amended (except Insofar as me type of assets subject to such Repurchase Transaction would rendersuch definkpn inapplicable). It Is understood that either paro/s right to liquidate securities delivered to it In connexion with Repurchase Transactions hereunder or to exercise any other remedies pursuant to the Agreement, is a contractual right to liquidate such a transaction as dnsxibed In Sections 555 and 559 of Title 11 of the United Sates Code, as amended. The parties agree and acknowledge that if a Pant, hereto is an "insured depmimry astltumonf as such term is defined In the Federal Deposit Insurance Act, as amended (rFDM'), then each Repurchase Transaction hereunder Is a "qualified financial contract" as that term IS defined In FDIA antl any rues, codex or policy statements thereunder (except insofar as the Woe of assets subject to such Repurchase Transaction would render such definition Inapplicable). It Is understood that this Agreement constitutes a "netting contract" as defined In and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991("WICIA") and each payment entitlement and payment obligation under any Repurchase Transaction hereunder shall constitute a "covered contractual payment entitlement" Treasury Services Agreement —June 2019 Page 21 or "covered contractual payment obligatlory" respectNely, as defined In and subject to. FDICIA (except insofar as one or both of the parties is not a "finandal Institution" as thatterm Is defined In FDICIA), Disclosure Relating to Car In Federal Protections The parties acknowledge and agree that they have been advised that (a) In the event one of the parties to this Agreement is a broker or dealer registered with the Securities and Exchange Commission ('SEC-) under5ettlon 15 of the Securities Exchange Act of 1934 ('1934 Aci), the Securities Investor Pratection Corwratian has taken the position that the provisions ofthe Securities Investor Protection Act of 1970('SIPA') do not protect the other part with respect to any transaction entered Into uMe, this Agreement, and (b) in the event one of the parties to this Agreement Is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 19M Act, WA will not provide protection to the other parry wish respect to any transaction entered into under this Agreement. Single Agreement Bank and Customer acknowledge and agree that they have entered Into this Agreement and will enter into each Repurchase Transaction hereunder In waslderatlon of and reliance upon the fact that, all Repurchase Transactions hereunder constitute a single business and contractual relationship and have been made In consideration of each other, AccordingW, each of Bank and Customer agrees (B to perform all of Its obligations In respect of each Repurchase Transaction hereunder, and that a default In the performance of any such obligations shall constitute a default by It In respect of all Repurchase Transactions hereunder, (li) that each of them shall be entitled to set off claims and apply property held by them In respect story Repurchase Transaction against obligations owing to them in respect of any other Repurchase Transactions or Account hereunder and (lil) that payments, deliveries and other pariskrs made by either of them In respect of airy Repurchase Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Repurchase Transactions hereunder, and theabligations as make any such payments, denverles and other tamfers may be applied against each otherand netted. You understand that the Securities are not deposits, are not Insured by the federal Deposit Insurance Corporation ('FDIC') of by any othergovemment agency, and are not obligations of, or guaranteed by is, or any other Bank. In she event that the Bank Fails while you have purchased Securities pursuant to this Agreement, the FDIC should treat you either as the owner of the Securities, or as a secured creditor of the Bank with a security Interest in the Securities. In either event you should be entitled to receive the value of the Securities at Nat time. The Securities are subject to Investment rho, Including possible loss of the principal amount invested, Computation of Excess Funds Available for Line ofCrefltSweep (Corporate Treasury Management and Use o)CreduSweep) In accordance with the terms of the Agreement, the Customer's Excess Funds available to he applied to the ❑ne of Credit shall be those collected and available funds held In the Customer's eligible demand deposit amount, the number of which is designated herein, In excess of the Target Balance up to the Maximum Excess Funds specified on the Treasury Management Services Master Agreement. Computation of Fonds Available for Investment In Repurchase Agreements (Repurchase Sweep) Customers foods available to be placed In Banks Repurchase Agreements ('Investment Fundi) shall be determined with regard to (A) she amount of Poll, collected and available hods held in Customers Account(s), (B) the Target Balance, and (C) the Maximum Amount, which are designated on the Master Agreement Application. In she event that any of the deposits or other credits to Customers Account(s) which contributed to the Investment Funds are reversed or otherwise charged back to such Accounts). than Bank shall have the corresponding right and option, In hs sole discretiory to offust any such reversal or charge bad against any Repurchase Price due Customer under this Agreement on account of any Repurchase Transaction. E-Mall Confirmation Addendum (Repurchase Sweeps Only) By signing the Treasury Management Services Master Agreement you confirm your request to receive the daily repurchase agreement transaction confirmation via the e-mail address provided on the Treasury Management Services Master Agreement. This will replace a daily paper or fax confirmation being sent. If at any time you wish to change the e-mail address to which the Bally confirmation Is sent you must make your request via email. If a change is requested, Bank will have seven business days after receipt In which to implement the change. Treasury Services Agreement —June 2019 Page 22 Seacoast National Bank, a national banking association (the "Bank'), is a whol"wned subsidiary a Seacoast Banking Corporation of Florida, a Florida corporation and a registered bank homing company under the Bank Holding Company Act of 1956, as amended(°Seacmt"). Seemast's principal execvtWe office is located at 815 Colorado Avenue, Stuart, Florida 34994, and its telephone number at such address Is (772) 281 Seacoast Is subject to the reporting requirements of the Securities Exchange Ad of 1934, as amended, and, In accordance therewith, is required to file reports, proxy statements, and other information with the Securities and Exchange Commission (theSEC"). Copies of such reports, proxy statements, and other Information can be obtained, at prescribed mies, from the SEC by addressing carmen requests for such copies To Me Public Reference Settlon at the SEC at 450 Fifth Street, N.W. lucildary Plaza, Washington, O.C. 20549. In addition, such reports, proxy statements, add other Information on be Inspected at the public reference faclleles referred to above and at the regional offices of the SEC at 3 World financial Center, Room 430D, New York, New York 10281 and Northwesmm Atrium Corp Soo West Madison Street, Suite 14500, Chicil Illinois 60661. The SEC also maintains a site on the World Wide Web at hftp://www.ii that contains repord, proxy and information statements and other Information regarding registrants such as Seacoast that file electronically with the SEC. Copies ofthe Bank's periodic financial statements filed with the FDIC or'all reports'are available from the Bank and certain financial dam Is avallable from the FDIC's site on the World Wide Web site at http://www.fdlc.gm In addition, Seacoast and Bank financial and other reports are available upon request from William R, HMI, Seacoast Banking Corporation of Florida, at Seacoast's address provided above. Business Online Banking Product Schedule This Business online Banking Agreement ("Agreement') states the terms and conditions Mat govern Your use of Business Online Banking, Online Will Pay, and Mobile Banking through the Online Banking service ('sdiotr ). Business Online BgM,fiNSmvicef) means any Information, communication and transactions providedtb You by us through arty con -branch remote channel (excluding ATMs and Voice Response Units), such as the was site wwwSeacoastliationalmm ('She'). Customer automatically has tmnsfer capabilities between each of He account listed on this system unless discorrtinuadon blither portion of the service is noted In the Agreement. Agreement Business Online Banking is an online financial services sadder offering a variety of content, products and services. Access to the Business Online Banking service includes access to the Mobile Banking service. We reserve the fight to limit access to the EeMces to customers who are outside of the U.S. Wegmntyou,foryaur internal business pu Doses only, a nonexclusive, limited and revocable right to access and use Business Online Banking. The terms and conditions of the deposit agreements and disclosures for each of your accounts as well as Your other agreements such as deposll, time deposes, and loans continue to apply notwithstanding anything to the contrary in this Agreement. Eligible Accounts include but are not limited to Me following account types that may be linked: checking, savings, Installment loans, revolving line of credit, and time deposits. Accessibility of Eligible Accounts may vary based on the services You use and Me method by winch You access the services. All electronic communications that meet the flank's requirements of establishing your Identity and acceptance of the electronic communications will be deemed to be valid and authentic and you Intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or moles, absent proof of altered clam or tampering. You will not disable, cirtumvent, impair, or Interfere with any security devices In Service Equipment, Service Software for SeMce Web Sties and will follow all applicable security -related ustrucuons. In no event will we be liable to you w any third party fa any claim or damages of any nature, including withoutiimitation, best profits, lost sayings, damaged goodwill or other direct, Implied. incidental, special or comequemial damages, pride, out of the installation, use, or inability to use the Service Equipment, Service Software or Service Web Site. THE SERVICE EQUIPMENT, SERVICE SOFTWARE, AND SERVICE WEB SITE ARE PROVIDED -AS G.- AND WE MAKE NO WARRANnES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, ON OR REGARDING THE SERVICE EQUIPMENT OR SERVICE SOFTWARE. Neither we nor our Third Party Service Providers will be responsible or liable to You or any third party for: (i) any errs or hllures relating to any malfunction of service Equipment, Service software, or Service Web See, III) any computer virus or related problems that may be associated with the use of the Service Equipment, service Software or Service Web Site, IN) the servicing, repair or replacement of the Service Equipment or Service Software, or (Iv) am/ damages to the Customer System or any third party's equipment, software, systems or other property relating In any way to the Service Equipment, Service Software for Service Web Site In no event will we or our officers, directors, employees or agents be liable to you for any consequential, incidental or Indirect damages arcing out of the use, misuse or Inability to use the Services, or for any loss of any data, even if we have been informed of the passibility of such damages. Account Access You must have at least one Eligible Deposit Account with us. Once we have received your signed (wet or electronic) Agreement, and verified your account Information, we will contact you by phone or email M provide your assigned IN, in credentials. The System ban be used to access only Seacoast National Bank accounts which you have designated an the Agreement or Identified by written authocice lon. You can acid or delete any of the aforementioned accounts from this Agreement by completing a new Agreement or providing the Bank instructions in writing. Failure to do ed may result in unauthorized transfers for which you will be responsible. For Savings accounts and Money Market accounts, each payment or transfer from these amounts Is counted as one of the six (6) transfers you are permitted each statement period if you close an account with pending transactions, then any unprocessed bill payment or fund transfer ransactions will be cancelled. Linking AMOUMUOf Additional BusimmsOr Pena alAmunb If you also are authorized to enter Into an Agreement for the Online Banking service for another business, and Uyou want to link the accounts of the ether business or Personal accounts to the Online Banking covered by Me Agreement, you may link these amounts If May have like signers so that you may elect, at Your risk antl that of Me businesses, but not of the Bank, to use a common Online 10 and password for Business Online Banking far all linked business and personal amounts. You can do His only R you are authorized to link the ambums and to use all the fbmuom of Business Online Banking for each account. You further agree to Inform Seacoast National Bank if your authority over any linked account decreases. Seamast National Bank Is not liable If your authority over any account decreases mail we are Informed of the change in authority using Me 'Notice requirements of this Agreement. Online Banking Services If you access Online Banking through Personal Financial Management (PFM) software, or another Indirect service, all of the features of Online Banking may not be available, including but not limited to, bill payment and presentment. To access all of the features and services offered by Online Banking, sign In directly through our Treasury Services Agreement —Wee 2019 Pogai Web site at www.SeacrostNationai.com. Within Business Online Banking, you can also access optional services which on Be found on our website or through your account representative. Tiorrifers Scheduled and retuning transfers can be made tram a linked Seacoast National Bank checking, savings, car money market account to mart linked Seaman National Bank accounts, Including loan amounts. Tmmfers on W made from a linked Seacoast National Bank checking, savings, money market amount to most personal or business accounts. Tanshor from a deposit account are Immediately reflected In the account's available balance on the date of the transfer. Transfers scheduled for a weekend or a non -Bank Business Day will be processed on the prior Bank Business Day All other scheduled and recurring transfers will be processed from the funding account at the beginning of the Bank Business Day requested. Funds transferred to a deposit account prior to 7:00 p.m. ET on a Bank Business Day will appear with the same day's date In the deposit account trnsacion history. Transfers to a Seacoast National Bank tleposlt account made after 7:00 p.m. ET as described above an is Bank Business Day but before 11:59 p.m, may be Included In the balance we use to pay tar actions that night. This process may impart when fees apply to Your racoon Please note that although these transfers are included in the balance we use to pay tramattlms that night, they may appear with our neat Bank Business Day's date in the deposit account transaction history resulting in overdraft fees. Funds transferred ass payment to a line of cretl0, installment loan m mortgage amount will be credited the neat Bank Business Day after the date the payment Is submitted. Please note, transfers to any deposit account on a Saturday, Sunday or bank holiday, will appear with our near Bank Business Days date in the deposit account transaction history. Scheduled and recurring transfers between linked Seacoast National Bank accounts can be for any amount available including overdraft protection balances, In the debit account at the time of the scheduled transfer. At out discretion we may refuse to process any transaction that exceeds any of the above limits. In this case, You are responsible for making alternate arrangements or rescheduling the payment or transfer within Online Banking. fzni Transfers A onetime immediate transfer to another Seacoast National Bank account cannot be anelled after R has been submitted in Online Banking. FUNreaamdand retuning transfers on be canceted prior to midnight ET an the Bank Business Day prior to the date the transfer is scheduled to be made. If the transfer's status is In Process or Processed, you on no longer cancel It. After you cancel a future -dated transfer the Status of the transfer is changed to Canceled. Our Uability for Failure to Cancel or Slap the Transfer Ifyou atterrinn cancel a transfer in accordance with the above Instructions and are unsuccessful, wewlll be not be liable for any losses ordamages but will work with you and the vendor to reverse the transaction Ip the extent we are able however Me final decslon to reverse the transaction Iles with the red lent of the funds. Using Online 001 Pay To use Online Bill Pay, you must prmide us with the name and address of the payee (i.e., the person you want to pay), your account number with that person and airy other Information we require to properly debit your amount with us and credit your account with the payee. If your account number or any other Information changes, or if you wish to add or delete payees you must provide us with these changes prior to the date the payment is scheduled to be made, Any obligations that you wish to pay through Online Banking with BIII Pay must be payable in U.S, dollars to a Payee located in the United Stapes. We work with payees to encourage them to accept an electronic or check payment. livid are unsuccessful, or If we believe that the payee cannot process payments Ina timely manner, we may tleallne to make Future payments to this payee. Inthe unlikely event that this occurs, we will notify you. We may refuse to make payments to certain payees at our sole discretion and to payees that choose act to participate In these services. We reserve the right to restrict atennes of Payees to whom payments may be made using the service you agree that any Payment fa taxes, Payments that are must -ordered, government payments and Payments outside of the United States are prohibited and you agree that you will not attempt to use the Service to make these types of Payments. When you create a new Payee In Online Bill Pay, it has a temporary status until we have had sufficient time to set up the amount, and for your business Payees, verify information about your account. You should schedule a first-time Payment to a new Payee at least five (5) Business Days before any Payment tlue data, to allow us time to at up the Payee and verify Information about your account with the Payee. There is no limit on the number of Payees or number ed Payments that may be authorized However, Bank reserves the right to Impose limits at some future date, with proper written notice. You acknowledge and agree Nat if you describe a Payee inconsistently by name and account number, scheduled Bill Payment tnnsactims to the Payee will Occur on the basis of the account number, even if it Identifies a person other than the named Payee. Schedu0ng Online BIII Payments Although you can enter Payment information through the Servce twenty-four (24) hours a day, seven (T) days a week, the Bank only Initiates an Bank Business Days. We will process an Online Bill Payment on the same Bank Business Day as your Instructions indicate. If you schedule an Online BIII Payment for a future data, we will process the transaction on that date if that day Is a Bank Business Day. If the date you request for a future Online BIII Payment Is not a Bank Business Day, we will process the transaction on the Bank Business Day immediately preceding the date you have requested. If you schedule a recurring Online Bill Payment and the payment date don not exist in a month, the payment will be processed on the last Bank Business Day of that month. Payments an be entered as a one-time transeNon up to a year in advance, recurring transactions or as payments that are autooatlolty scheduled upon the reedit of an electronR bill (eB'dR. If a Payee on a check fails to negotiate the check within 90 days, we will stop payment on the check and rettedB Your account for the amount of the payment. If a check Is returned to you prior to thee" of she 90 day period, please inform us Immediately so that we on stop payment on the check and re -credit Your account. RemuMng Payments and Transfers are those made For the same amount, on the same date, on a weekly, bbmonthly, monthly basis, etc Once started, recurring Payments and Transfers will be made automatically until you delete the Payment or Transfer or upon expiration. If the Payment is not a recurring Payment, It will be a °one-time Payment.- one- time Payments do not recur and are not made until you enter the Payee and amount of the current bill and submit the Payment. Umin does and Dollar Amounts for BIII Payments BIII Payments made using Online Banking are subject to the following Rogations: Bill payments an be far any amount between$1.00 and$20,000.00 AND A DAILY MA)(IMUM MR ALL PAYMENTS IS $20,(1(I1 How Online BIII Payments are Delivered Online Bill Payments are processed either through an electronic transmission to the payee or by check drawn on a Designated Account and mailed to the payee. Payees who receive electronic delivery will receive your payment Information, Including your account number with the payee, through a computer link. All checks are Sent through the U.S. mall. Payments matle with checks are generally received and credited by most payees within five (5) Bank Business Days. If we receive any payment Instruction from a Payee, we may follow those instructions to help ensure that the payment is recelved by the payee and pramptN credited to your account. To help ensure that your payments arrive on time, you must schedule Your Payments to be processed at least five (5) Bank Business Days before the payment due date (that is, the due date shown on your invClre or provided in your agreement with the Payee, not taking Into account any applicable grace parried). This generally allows sufficient time for the payee to receive and post our payment. When you attempt to schedule a payment, we will inform you of the earliest available delivery date. To assure timely payment and obtain the full benefit of the BIII Payment Guarantee, you must schedule payments and gout account must be In good standing at least five (5) Bank Business Days before the payment due date. If you do not, or if for any reason your amount Is not In good standing, You will be fully responsible for all late Fees, Interest charges or other action taken by the Payee. The BIII Payment Guarantee Is that your payment will arrive at the payee within five (51 Bank Business Days of the and an date. However far this guarantee be In effect the send on data must beat least five (5) Bank Business Days before the due date. If the payment fails to reach the payee within five (5) Bank Business Days we will Pay any late fee up to$50A0. We will not be responsible for any Interest or finance charges nor will we be Treasury Services All.t—June 2009 Pape24 responsible for any change In Interest rate due to a late payment. Nor will we be responsible for any opportunity but Inlurles due to a late payment. Canaling Bill Payments A or payment can be cancelled on the send on date up to the time the payment has an In Process status. Once the payment Is In -Paces it cannot he cancelled. Future dated and recurring payments can be canceled prior to midnight ET on the Bank Business Day prior to the date the payment is scheduled to be made. If the payment's status is InProcessor Processed, You an To longer cancel It. After any payment Is cancelled, me status changes to Canceled A stop payment cannot be placed on an Electronic Bill Payment transaction ante Issued. However, a stop payment can be placed on a Bill Payment transaction by Bill Payment check UNTIL THE ITEM HAS BEEN PAID. There Is no fee for deletiiw a Payment hurated through Bill Payment; however a fee may apply for a stop an a Bill Payment check Our Dabli ty far Failure to Cancel or Stop the Bill Payment If you attempt to carrel a bill payment in accordance with the above Instructions and are unsuccessful, we will be not liable for any losses or damages but will work with You and the vendor To reverse the transaction to the extent we are able however hie final decision to reverse the transaction Iles with the recipient of the funds. Transfer/Payment Authorization and Sufficient Available Funds You authorize Seacoast National Bank to withdraw, debit or charge the necessary funds from your designated account In order to complete all of your designated transfers and payments. When You schedule a Bill Payment the funds will be debited from your account an the Send On date selected. You agree that You will Instruct us to make a withdrawal onty when a sufficient balance Is or will be available in your amounts at time of me wlthdawal. The completion of a transfer or payment Is subject to the availability of sufficient funds (including any overdraft protection plans) at the time the transaction Is posted. If enough funds to complete the transferor Payment are not available, we may either (a) complete the transaction and ovendraw the account or (b) refuse to complete the tramactron. In either ase, we may charge a non -sufficient funds (NSF),returned rom, overall or similar fee. Please refer to the applicable account agreement and fee schedule for deails. Seacoast National Bank is under no obligation to inform you If It does not complete a payment or transfer thew use there are nomsufficlent funds or credit in your account to process the transaction. In this case, you are responsible for making alternate arrangements or rescheduling the payment or transfer within online Banking. In the case of recurring Payments, only the Payment currently scheduled maybe canceled. Recurring Payments schedule for future dates will at be affected. Our Liability far Failure to Complete Transfers sued Payment Instructions We, or a third parry acting as our agent )Service Provider), are responsible for completing fund transfers and bill payments from your accounl)s) an time and according to Your properly entered and transmitted Instruction. If we do not complete a transfer to or from Your amount on time or In the correct amount according to our agreement with you, we will not be liable for your losses and damage. In addition, neither we, nor the Service Prawder will he liable. • Ifycutlo not have adequate money in a deposit amount o complete a transaction from the amount, or if that amount has been dined; • If you have not property followed Software or payment instruction service on how to make a Transfer or bill payment, • If you have not dmtly given complete, correct and current lnstroctions so that a transfer or bill payment an be made; • Ifyou do not authorize a bill payment soon enough for your payment To be made and properly credited by the biller by the rime it is due; • lithe transfer request is not In accordance with the anent OFAC rules and other pertment laws and regulations; • Ifthe transfer would cause your balance to go over the credit limit of an established credit line of credit or the credit limit for any credit arrangement set up To cover overdrafts; • If a timely transfer or bill payment Is made but the biller/ agent nevertheless does not credit your transfer or payment promptly after receipt; • If withdmwab from any eligible accounts have been prohibited by accost order such as a garnishment or other legal process; • Ifwe ar our agent reasonably believes that a transaction may he unauthorized and based thereon the transaction is not completed; • Ifyour Equipment and/or the Saftware were not working property and this problem should have been apparent to You when You attempted to authorize trarufer or hill payment; • Ifdramstances beyond our or our agent's control poi making a transfer or payment, despite reasonable precautions that we have taken. Such circumstances Include but are not limited to computer failure, telecommunication outages, postal strikes and other Tabor unrest, delays mused by billere, fires, goods, and other natural disasters: From may be other exceptions to our liability as stated In your Depositor Agreement. The list of examples set out in this paragraph Is meant to Illustrate circumstances under which we would not be liable for falling to make a transferor payment and Is not Intended to list all of the circumstances where we would not be liable. "Its settle are a feature of the Bill Pay service that enables You to receive bills electronically from participading Payees. Participating Payees establish their own cnteriafor reviewing requests W deliver a-BBh and have sole discretion to accept or decline your request. We do not participate In this decision. Participating Payees generally take up to forty Me (a5) Bank Business Days to appmn an a -Bill Get-up request. In some cases we obtain the e-BIII from the web site times Payee. To do so, we will ask you for information needed for this purpose, such as any required password. When you provide this information, You authorize us to access the third party web site to moment nt the account information on your behalf, and you appoint us your agent for this limited purpose. We take no responsibility if a Payee does not provide the necessary data to forward an a Bill In a Perry manner. If you do not receive a bill, It Is your responaiblllty to contact the Payee dreary. We are not responsible for any late charges or other adverse consequences. Any questions regarding your bill details should be directed to your Payee. All parties have the right to cancel the service at any time. We will notify you If Seacoast National Bank discontinues/stops e-Bills. if you request that an a -Bill be it scominued, we require seven (7) Bank Business Days for the Payee to receive and process the request When you establish o101s with a participating Payee you will provide certaln Information that will befofwarded onto the Payee to complete your enrollment If you have concerns about the future use of this Information you should contact your Payee directly. All Banking Service For Serum accessed through a Nil Device, the following features are correctly angable: • Mew Account balances, transactional derail and history • set up one4ime transfers between Accounts • Pay existing anyees using the Bill Pay Service • Receive text messages with account balances and limited transaction history • Submit deposits using the Digital Deposit Service described below We may add or remove certain features and/or functionality from the Service from time to time. Digital Deposit Service The Digital Deposit Service Is designed to allow you to make deposits to your checking, savings, or money market savings accounts foam home or other remote locations by scorn, checks on a flioluca Twain scorner orusiia a mobile device to take a picture of me check and delivering the images and associated deposit Treasury Seresm Agraemel June 2019 Po9eg5 Information to Seacoast National Bank When using Digital Deposit you may experience terlmical or other difficultles. We cannot assume responsibility for any technical or other difficulties or any resulting damages that you may incur. We have the right to change, suspend or discontinue the Digital Deposit Service, in whole or In pi.,you, use of the Services, In whole or in part, Immediately and at anytime without prior notice to you. DIBItal Depsl[ Eligible Items You agree to scan/photograph and deposit only "checks" as that term Is defined In Federal Reserve Regulation CC ("Reg. CC'), When the Image of the check Is transmitted to Seacoast National Bank It Is converted to an Image Replacement Document for subsequent presentment and col lecdon, It shall thereafter be deemed an "item"within the meaning of Articles 3 and 4 of the Uniform Commercial Code. You agree that you will not ssa n/pholograph and deposit any of the fallowing types of checks or other items which shall be considered ineligible Items: • Checks payable to any person or ant" other than the person or entity that awns the account that the check is being deposited into • Checks containing an alteration on the front of the check or item, or which You know or suspect, or should know or suspect, are fraudulent or otherwise not donations by the owner of the account on which the check is drawn • Checks payable jointly, unless deposited Into an account in the name of all payees. • Checks previously converted to a substitute check, as defined In Reg, CC. • Checks drawn an a financial institution located outside the United States. • Checksthat are remotely created checks, as defined In Reg. CC. • Checks not payable In United States curenry. • Checks all more than 6 months prior to the data of tleposlt. • Checks or items prohibited by Seacoast National Bank'e current procedures or which are otherwise not acceptable under the terms of your Seacoast National Bank amount. • Checks payable on sight or payable through Dcahs, as defined In Reg. CC. • Checks with any endorsement on the back other than that spaced in this agreement. • Charles hot have peviously been submitted to Seacoast National Bank or any other financial Institution or that have otherwise been deposited with Seacoast National Bank or any other financial institution, including checks that have been returned unpaid. • Checks or Items that are drawn or atherwBe Issued by the U.S. Treasury Department Digital Deposit Endorsements and Procedures You agree to restrictively endorse any Item transmitted through the Dlgltal Deposit Service as"For deposlt only, account If or as otherwise instructed by Seacoast Nmional Bank. You agree to follow any and all other procedures and Instructions for use of the Digital Deposit Storage as Seacoast National Bank may establish from time to time. We reserve the right to reject any Item transmitted through the Digital Balboni Service, at our discretion, without liability to you. We are not responsible for hems we do not receive or for images that are propped during transmission. An Image of an item shall be deemed received when you receive a confirmation tram Stopped National Bank that we have received the image. Receipt of such confirmation does not mean that the transmission was error free, complete or will be considered a deposit and Credited to Your amount. We further reserve the right to charge back to your account at any time, any item that we subsequently determine was not an eligible Item. You agree that the Bank Is not liable for any loss, costs, or fees You may Incur as a result of our chit rgeback of an ineligible item. Upon your receipt of a mnfirmatipn from Seacoast National Bank that we have received an image that you have transmitted You agree to retain the check for at least 2 weeks from the date of Image transmission. After 2 weeks, you agree to destroy the check that you transmitted as an image, mark it "VOID", of otherwise render It Incapable of further transmission, deposit, or presentment. During the time the retained check is available, you agree to promptly Provide It to Seacoast National Bank upon request. You agree to cooperate with us In the Investigation of unusual transactions, poor quality transmissions, and resolution of claims, including by providing, upon request and without Porker cost, any originals or copies of items deposited through the Digital Deposit Service in your possession and your records relating to such items and vambrusems. Digibl Deposit Availability of Funds You agree that Items trammitted using the Digital Deposit Service are not subject to the funds availability requirements of Federal Reserve Board Regulation CC In general, If an image of an item you transmit through the Digital Deposit Servke Is received and accepted before 7.00 p.m. Eastern Time on a Bank Business Day, we consider that day to be fine day of your deposit. Otherwise, we will consider that the deposit was made on the next Bank Business Day. Fund, optima ed will generally be made available the next Bank Business Day after Use day of deposit. Langer Delays May Apply. Digital Deposit limits We may establish limits on the dollar amount and/or number of items or deposits tram time to time. If you attempt to Initiate a deposit In excess of these limits, we may reject your deposit If we permit you to make a deposit in excess of these limits, such deposit will stIII be subject to the terms of this Agreement, and we will not be obligated to allow such a deposit at other times. The current daily dollar limit Is $20,00.00 per Bank Business Day, In addition, the current dollar limit Is $2,00000 per any 25 consecutive calendar days. There Is limit of 5 items deposited per day and 15 items deposited In any 25 consecutive calendar days.. BIBB.]Be oral Er,.rs You agree to notify Seacoast National Bank of any suspected errors regarding Items deposited through the Digiul begins, Service right away, and In no event later than 45 days after the applicable Seacoast National Bank account statement Is sent. Unless you notify Seacoast National Bank within 45 days, such statement regarding all deposits made through the Digital Deposit Service shall be deemed correct, and You are prphibited from bringing a claim agamst Seacoast National Bank for such alleged error. By using the Digital Deposit Serviceyou accept the risk that an Item may be intercepted of misdirected during transmission. Seacoast National Bank bears no Ilabilify M you or others for anysuch Intercepted or misdirected Items or information disclosed through such errors. DIBItal Deposit Image Quality The Image of an item transmitted to Seacoast National Bank using the Digital Deposit Service must be legible, as determined In the sale discretion of Seacoast National Bank. Without limiting the foregoing the image quality of the Items must comply with the requirements on, ached from time to time by Seacoast National Bank, the American National Standards Institute, the Board of Governors of the Federal Reserve Board, or any other regulatory agency, clearinghouse or association. Treasury Solvents Agreement —June 2029 Page 26 Digital Deposit user Warranties and Indemnification You warrant to Seacoast Normal Bank shoe • You will only transmit eligible items. • You will not Imism It duplicate items. • You will not re deport or re -present the original item. • All information you provide to Seacoast National Bank is accurate and true. • You will comply with this Agreement and all applicable rules, laws and regulations. • You are not aware of any Motor which may impair the collectabdity of the item. • You agree to Indemnify and hold harmless Seacoast National Bank from any loss for breach of this waranry provision Online Statements The provisions of this section are applicable upon enrollment and activation for the Seacoast National Bank.statement service. To complete Your requests to enroll and to stop receiving paper statements by mail for one or more of Your accounts, please read and accept the online e-Statement Service Agreement and activate the ¢- Statement delivery for any ofyour eligible accounts online. If you select and activate this option, you must then log on to Seacoast National Well secure Online Banking web site using your Online Banking log on credentials to review the new statement. As a convenience to you, we provide You with an e-mail notice that Your statement is available for viewing. You must specify the e-mail addresses to receive such notices when activating the services for Your accounts. We do net guarantee deliver, of such omall notice and reserve the right to axel such email notice at any time. Regardless of Your reman of email notice, You agree that our posting of she statement at the Online Banking web site constitutes delivery of the statement to You. You agree to log on to the Online Banking web site at least once a month to review your statements. In order to deliver notifications of new statements, you must update us with any change In your email address. You can change the email address for the statement notification at any time. Seacoast National Bank Is not responsible for email delivery failures beyond our control, Including, but not limited to, Internet Service Provider outages, hardware or software failures, and Interruption of telephone service, telecommunications facilities or Interference from an curls. source. Depending upon your computers spam filter, You may wish to add CusMmerseMceMseaccasteank.mm to your e-mall address book. A POF veNon of the statement will be made available Some marketing and promotional materials may not be available wdh the online statement. Your statement will remain available online for up to 13 months. You may also print the statements or download to Your own system. The PDF version of the srtement will be the legal statement of record. Adobe Reader Is required to VIEW AND print the legal cagy of the statement. Adobe Reader Is available for download free of charge at lino//www.atlobe.ravn/. please note that we are not responsible for the performance of any third party software or for any damage to Your computer or other equipment caused by the Installation of any third party software. If the account(s) for which you with to receive online statements has d iple authorized signers, you agree that transmission of any e-mail notice to the a -mall address that have been supplied for that account constitutes fulfillment of Seacoast's notification obligations pf any) on behalf of all amount signers. The consent of a single account signer is sufficient to activate. statements for the account. By Viewing the online statement of a previously activated account, you agree to the terms am conditions of this section. Seacoast National Bank reserves the right to terminate the electronic delivery of the online statement at hs sole discretion. If electronic delhrery of the statement ceases, then paper statement delivery will resume to the account address we have on headed, It is your responsibility to keep your address up to date with us at all times. We are not liable iFa statement is mailed roan incorrect address. By accepting this Online Banking Services Agreement when you sign on to Online Banking using your log on credentials, and then activating we or more of your accounts for Online Statement delivery, you comets to the electronic delivery of your periodic statements Including any check Images you may currently realve. By taking such actions, you consent to the terms of the Online Statement terms and conditions, as they may be modified from time to time. You may cancel Your consent and again receive paper statements at any time by selecting Statement and Document Preferences within any online statement, then changing the selected delivery preference from online to paper. You may request a paper may of any statement by calling us at 600J06.9991 or 171287.4000. Online Banking Alerts We provide Automatic Alerts and voluntary Account Alerts. Automatic Alerts are sent to you following important account actiyitles or when harmin changes are made online to your Online Banking amount, such as a change In your email address, telephone number, User 10 or password. You do not need to activate these alerts. We automatically activate them for you. Voluntary Account All must be activated by You. Voluntary Account Alerts allow you to choose alert messages far your accounts. Each alert has different options available, and you will be asked to select from among these options upon aotcation of Your alerts service. Both Automatic Alerts and voluntary Account Alerts are subject to the following; We may add new Appeal and voluntary Amount Alerts tram time to time, or cancel old alerts. We usually notify you when we cancel alerts, but are not obligated to do so. Alerts well be sent to the email address you have provided. If your email address changes You are responsible for Informing us of Nat change. While Seacoast National Bank does not charge for the delivery of the Alerts. Aded be, advised that teat or data charges or rates may be Imposed by Your carrier. Changes to Your primary and secondary email addresses will apply to all of your Alerts. You understand antl agree that your alerts maybe delayed or prevented by a variety of factors. We do our best in provide all In a timely manner with accurate Information. We neither guarantee the delivery nor the accuracy of the contents of any alert. You aim agree that we said not be liable for any delays, failure to deliver, misdirected delivery of any alert; for any errors In the content of an alen; or for any actions taken or not taken by You or any third parry In reliance of an all Because alerts are not encrypted, we will never Include your password or full acount number. However, alerts may include your name and some information about your accounts. Depending upon which plans You select, Information such as your account balance may be included. Anyone with access to your email will be able to View the contents of these alert. Multiple Signer Accounts Your designation of an account that requires multiple signatures on the chaster Agreement Application as an Eligible Amount constitutes your agreement to waive this Treasury Services Agreement —Jude 2019 Pali requirement on transactions Initiated through the Online Banking service. In addition, you agree that we may act an the verbal, written or electronic Instructions of any properly identified authorized signer. Creating and Managing Uurs Your AdministratoQs) may add ad fish nal Users to Online Banking as Provided for In Acknowledgment of Commercially Reasonable Security Premiums In the General Terms and Conditions section of the Master Agreement. For each User the Administrator may assign access privileges - Inquiry or Transactional - for each linked account. The Administrator may also set transactional dollar limits and number of approvers required for each themaction. Seacoast National Bank recommends you takeadventage of Ne ability toset limits and multiple approvers to protedpwaamunts. You agree that the Administrati assigning ofirancomonal access to User, will allow the User to transferfulls, perform account maintenance and view account transactions for the linked accumus ). Inquiry access allows a User o view account tanuttions. If the Administrator selects to amble BIII Pay for a User, Nat User will automatically have TansaRional level access to all the accounts that you have set up for BIII Pay, and the User will be able to pay bills using the Bill Pay feature. Fees and Other Chamber You should note that depending on how you access Online Banking. You might Incur charges for: • Normal account fees and service charges • Any Milne servlce provider fees • AM mobile device carder charges • Purchase of computer programs such as Personal Financial Management lPFM)saftware. • Transfers made through Online Banking servlces from a savings or money market account may Al in an excess transaction fee. See your savings or money market account for details. • tees may be assessed for added self-service features available through Online Banking customer service, such as stop payment request, check copy orders and amount statement copy orders. For additional Information, please see the a pplicable Deposit Agreement. • An NSF -lee, returned Item, mandrel or similar fee may also apply if you schedule payments or tarefers and your avallable balance is not sufficient to Process the transaction on the date scheduled. We may charge you a research fee for an Inquiry about any transaction. This fee will be waived if we determine that a Bank error occurred. Terming log Your OnOne Banking Your CHI me Banking services will remain In effect until they are terminated by you or Seacoast National Bank. You may terminate your service at any time by following the termination procedures set forth In the General Terns and Conditions section of the Master Agreement Termination of your Online Banking services does not terminate your Seacoast National Bank amounts or affect any other Treasury Management Services you may have with the Bank, We recommend that you Cancel any scheduled payments prior to notifying us that you are discontinuing the service. Seacoast National Bank will cancel any scheduled payments within two (2) Bank Business Days from the date we receive your request to discontinue the service. If you close Your checking account, or If IPs no longer linked to your service any unprocessed payments may be canceled In addition to our termination rights set forth In the General Terms and Conditions section or the Master Agreement, We may terminate your participation in Online Banking servlces for Inactivity or the lack of lugging an to the service for 90 pays or larger. Use cur External Email Address With Online Banking services we may send messages to Your external email address and notify you that responses to your payment Inquiries or customer service Inquldes are available, or as otherwise described within the Online Banking services. If You subscribe to a -Bills service, we may also use external email to notify you that You have new bills, Email is not a secure method of communication over the Internet and we recommend you do not send confidential, personal or flwnCial Information by eternal Internet email. We cannot act on instructions sent by you from an external email address. You should use Online Banking secure mail to send Instructions to Seacoast National Bank. If, for any reason Your external email address changes or becomes disabled, please contact Seacoast National Bank Immediately as that we an continue to provide you with automated messages. You may notify us of any changes to Your external email address through the Administration tab Within your Online Banking seMre. Errors and Caustlem, We report your Online Banking transactions on the monthly statements for your linked accounts. A description of each transaction, inducing whom You paid. and the date and amount of the transaction will appear on your statement You may also New account activity online. Contact or Immediately if you think: • Your statement or transaction record is wrong • You need more information about a transaction listed on Your statement • An unauthorized cenom has discovered your Online Banking User Name or Pazswvrd • Someone has gained access to the SecorHy, Procedure • Someone has transferred or may transfer money from your account without your permission • Bill Payment transactions have been made without your authoriation To Initiate a payment inquiry, You may use Online Banking services to send a message request Na secure online mall. Or You may contact Online Banking Customer Service by calling 800]08.9991. If you are telling from outside of the continental US., all us at 7R.282A000. You must contact us In writing no later than 45 days after we have sent the FIRST statement an which the problem or error appeared regardless of how we make your statementofaccountanilable Nyou. Please explain as clearly as You cam why you belleve there is an error or why you need more Information. Yourdurytoreport unauthorized parliament, alterations or any oNeremor with reasonable promptness is outlined in Your DepozR Account Agreement, Positive Pay Product Schedule Scopeof5ervlce Customer agrees and understands that the Services apply only to magnetic ink character recognition (MICR) encoded paper checks and documents. Therefore, the Services and this Product Schedule shall not apply N any electronic funds transfer (EFT), Automated Cleating House (ACH) transaction, or check that has been converted to an ACH transaction that does not contain a serial number. Accordingly, this Product Schedule shall have no effect with respect to any such transactions on Back's or Customers respective rights, obligations, duties or responsibilities under any otheragreement between the partles or applicable law or regulation, Treasury Services Agreement —June 2019 P.gul Check Encoding If the Customer encodes their check stock Internally, the Customer shall submit to the Bank a sample of said Check Encoding for verifcation an Banks systems. The Customer is responsible for ensuring that said verifcation Is received any time the Customer updates their check encoding system. The Bank may In Its sole discretion terminate this Agreement without notice If at any, time custome/s check encoding falls the Banks verification systems and after notification by the Bank Customer does not correct their check encoding system within a reasonable time. For Payee Positive Pay the Customer will adhere to the recommended Payee Name Guidelines provided. Bank will not be held liable for the failure of Banks systems to Identify a check as an Exception Check as a result of payee name variances or failure to adhere to said guidelines. Check Issue Report The Customer shall submit Check Issue Report to the Bank prior to actual issuance to named payees. a) The Check Issue Report for both Standard Positive Pay and Payee Positive Pay shall accurately state the check number and the exalt amount of each check dawn an each Authorized Account in the Treasury Management Services Master Agreement leach such check referred to herein as an'Itmn') since the but Check Issue Report was submitted. The Check Issue Report for Payee Positive Pay shall also accurately state the payee come. b) The Customer shall send the check Issue Report to the Bank In the format and medium, by the deadline(s), at scheduled cards), and at the place(s) specified by the Bank which may change from time to time). Each Check laws Report received by the bank from the customer must be transmitted to the Bank by 7:00 P.M. EST one banking day prior to the release of checks contained therein to check payees. Customer shall trammit or manually Input Check Issue Reports We the Banks Business Online Banking selution.Customer is responsible for verifying that a transmission was successful. c) The Check Issue Report transmitted to the Bank constitutes the signature of theCustomer for purposes of determining whether a Presented Oleck is property payable. 'Presented Check' meare a check drawn on an Authorized Amount add presented to Bank forpayment The Customer expressly warrants that all Presented Checks that match the Information in the Check Issue Report are properlypayeble. d) Customer acknowledges that Bank is not respomibie for detecting any Customer error canbbed In any Check Issue Report sent by Customer to Bank. Payment ofpsesented Checks and Reporting of Exception Checks The Bank shall compare each Presented Check either by check number and exact amount (Standard Positive Pay) or by paMe name, check number and exact amount (Payee Positive Pay), against Use Items included in each Check Issue Report received by the Bank. If a Presented Check matches an Item included in a Check Issue Report R will he Identified by Bank as a -Matching Check' authorized for payment by the Customer. If a Presented Check does not match any Item in any Check Issue Report it will be Identified by Bank as an'Exception Check'subject to further revlery by Customer. Customer agrees and acknowledges that unless Customer elects Payee POSRIVe Pay on the Application Farm for Treasury Management Services, Bank will not review of attempt to match the Pam on the check even If Customer has provided Bank wish the payee information. For Standard Pmilyre Pay, Customer has total responsibility far matching the payee on the check as Provided by Customer in the Check Issue Report. On each banking day, the Bank will: a) May pay and charge to the Authorized Amount each Matching Cheri; b) Provideto the Customer a -Suspect Re,l indicating whether the Bank has received any&motion Chims-;spedfying either Me complete check number and amount (Standard Positive Pay) or the payee, the complete cal number and amount (Payee Positive Pay) far any and all such Exception Chinks; and providing an image of any and all such Exception Checks; and c) The Bank will make every reasonable effort to make each Suspect Report available to the Customer for viewing by 8'45 A.M. EST We Business Online Banking system. Access to the Positive Pay Service will not be available prior to 8:45 A.M. The Customer agrees and undentands that the Positive Pay Service described herein is at all times conditioned upon the correspanding operation and avallabillry of those computer services and systems used in delivering said service. The Bank shall not be liable or have any responsibility of any kind for any loss or damage thereby Incurred or suffered by the Customer In the event of any failure or Interruption of such service or any part thereof, resulting from the act or omission ofany %bid party, or from any other cause hot reasonably within the control of the Bank. Payment and Dishonor of Exception Checks Froept as provided for in subsection (a) of this section, The Bank will finally pay or return Exception Checks presented In accordance with the online petition or default option selected by the Customer., a) Return Default. Where the Customer has selected the return default option, the Bank shall return any Exception Check drawn on the Authorized Account, unless the Customer Instructs the Bank to pay such check In a timely Pay/Return Request. III Pay Default Where the Customer has selected the pay default optlon, the Bank may finally pay and charge to the Authorized Amount any Exception Check excluding checks presented for Immediate payment as outlined In this Payment and Dishonor of Exception Checks section, provided that the Customer has not objected to such payment in a timely Pay/Return Request. c) Pay/Return Request. APay/Return Request shall Identify each Exception Check on which the Customer desire, to take action by the complete check number and amount specified in the Suspect Report and shall Instruct the Bank 0 either pay or return the Exception Check. Pay/Return Requests shall be sent to the Bank in the format and medium, by the dredllne(), and at the placels) specified by the Bank which may change from time to time. d) Each ba nking day, Customer shall review the Suspect Report provided by the Bank. If the Suspect Report Includes any Exception Checks on which the Customer desires to take action, Customer shall prepare a Pay/Return Request and send It to the Bank by 11:00 A.M. EST the same Bank Business Day. If the Bank does not receive a Pay/Return Request by the cut-off time on any Bank Business Day, It shall handle the Exception Checks Included in that day's Suspect Report In accordance with Customers selected default option, e) For Exception Checks presented for Immediate payment (cashing a check over the Bank counters) the Bank will contact an authorized signer on the account by phone for instruction on said Exception Check(s). In the event that Bank cannot reach an authorized signer for Instruction on said Exception Check(s), Bank may return or refuse to pay said Exception Check(s). R All Exception Checks returned in accordance with this section shall be returned to the depositary bank with the reason code artier to Maker. Use of the service as a substitute for a stop payment order Is strictly prohibited. Customer will follow Bank's standard stop payment procedures if It desires to return a Matching Check or other check that was wlldly Issued. Nothing in this Product Schedule will limit Consu r'a right to stop payment on any Matching Check or other check or Bank's right to return any Matching Check or other check that Customer has authorized Bank to pay in accordance with this Product Schedule If Bank determines in its sole discretion that the check Is not properly payable for any reason (without Bank's agreeing to, or befog required to, make such determination In any circumstance) or that there are Insufficient collected and available funds In the Account to pay it. O.GC.Uabillev To the extent applicable, the liability provisions of U.C.C. Articles 3 and A shall govern this Agreement, except as mgdBled below. Wool Nonor It shall constitute wrongful honor by the Bank IF the Bank pays an Exception Check listed in a timely Suspect Report (a) In which the Customer issued a timely Pay/Return Request Instructing the Bank to return said Exception Check of (b) the Customer selected the return default option anal did not Issue a timely Pay/Return Request. In the event that there Is wrongful honor: Treasury Servkes Agreement -hoe 2019 Pal a) The Bank shall be IIahie to the Customer for the lesser of the amount of the wrongfully paid Exception Check or the Customer's actual damages resuking from the Bank's payment of the Exception Check. b) The Bank expressly waives any right it may have to assert that the Customer is liable for the amount of the wrongfully honored Exception Check on the grounds that the Exception Check was properly payable under U.C.C, section 4-401. Q The Bank retains the right to assert the Customer's (allure to exercise reasonable care under U.C.C. sections 3-41 and 6-006(c). The bank's wrongful honor shall however constitute a failure of the Bank to have exercised ordinary care under the loss allocation provisions Of U.C.C. sections 3406(b) and 4-406(e). d) The Bank retains Me right to assert the defense that the Customer has sustained w actual damages because the Beek's honor of the Exception Check discharged for value an Indebtedness Of the Cusmmer. Wrongful Dishonor Except as prowded below, it shall constitute wrongful dishonor by the Bank if she Bank dishonors an Exception Check (a) for which the Customer has issued a timely Pay/Return Request instructing the Bank to pay said Exception Check or (b) for which the Customer has not issued a timely Pay/Return Request under the pay default option. a) The Bank's liabilityfor wrongful dishonor of an Exception Check shall be limited to the damages for wrongful dishonor recoverable under U.C.C. Asides 3 and 4. b) Notwithstanding section titled Wrongful Dolk r, the Bank shall have no liability to the Customer for wrongful dishanpr when the Bank, own, in goad faith, returns an Exception Check: I. that It reasonably believed was not property payable0r R. ifthereare Insufficient Available Funds on deposit in the Authorized Account; or lit. 0 required to do so by theservice of legal process an the Banker the Instructions of regulatory Or government authorities or courts. Rightful Pnymentand Dishonor Exceptas provided In sexton'Fautty Informaton' below: a) If the Bank honors an Exception Check in accordance with section titled Payment and Dishonor of Establish Checks, such honor shall be rightful, and the Customer walves any right it may have toassert that the Exception Check was not properly payable under U.C.C. section 4.401 b) If the Bank dishonors an Exception Check in accordance with section titled Payment and Dishonor of Exception Checks, the dishonor shall be rightful, and the Customer walves any right It may have to asses that the dishonor was wrongful under U.C.C. section 4-402. Q The Customer agrees that the Bank exercises Ordinary Care whenever it rightfully pays Or returns an Exception Check consistent with the provisions of the Agreement. d) Each Matching Check or other Neck Customer authorized Bank to pay in accordance with this SesWce will be paid without Bank performing its customary(or any other) check verification procedures, and Bank will have no liability whatsoever far paying the check it its serial number or amount is altered, or If B is counterfeit, bears forged or unauthorized signature or was otherwise not validly issued. Indemnifications Customer: a) agrees to indemnify and hold Bank harmless from any losses or liabilities It may suffer or Incur as a result of its payment of a Matching Check or other check at Customer's instruction; and b) releases and forever discharges Bank, and Its parent, subsidiaries, affiliates. successors, officers, directors, employees and agents, from any and all manner of action or actions, suits, claims, damages, judgments, levies, executions, expenses, casts, interest, attpmeys' fees and legal expenses, whether known or unknown, liquidated or not liquidated, fix d, contingent, direct or Indirect, which Customer has, or ever Can, may or shall have or claim to have against Bank regaNing or relating tO the return or Payment Of any check pursuant to provisions ofthis Agreement. Faulty Information The Bank shall be liable for any losses, her than consequential damages, proximately caused by its honor of a check that was not properly payable, or its dishonor of a check that was properly Payable, If the honor or dishonor occurred because the Bank, In accordance wish the provisions of section titled Positive Pay Services or this Agreement: (a) should have shown the check on a Suspect Report but filled to do so; Or (b) showed the check on a Suspect Report but referenced the wrong check number, unless the Bank providd the Customer with timely information that i iseosed the error. Assignment To the extent that she Customer suffers a loss under this Agreement, the Bank assigns to the Customer any palm that the Bank would have against a depositary or colleming bank to recover the loss, Including any daim of breach of warranty, under U.C.C. sections 4-207, 4-208, and 4.209. Positive Pay Best Practices The Bank recommends that the following guidelines be followed in order to obtain the highest level of performance from our Positive Pay and Payee Positive Pay sclutlon(PPP). Check Stock- Follow ANSI standards for business chocka with 24Ib MICR bond. Any artwork, logo or design On the Check that could hinder capturing a high quality Image, should not he utilized, particularly If the design may Interfere with a successful reading of the payee name Information on the Image. If aft work is translucent or opaque and does not hinder capturing a high quality Image, it should be acceptable for payee name processing. Image Quaiky- Maintain Image quality standards. Sbeek, noise and other defects reduce Payee name verification acmmcy. Ink- Use only black Ink. Printers-Avoid using out matrix printers. Font- Experience has proven that Anal has high read rates and Is preferred for PPP. Other acceptable fonts include: Times New Roman, Courier, Veronese, Unions, Tenths, Adhesion, Bating. Bookman, and load. Nandwi then hems - Handwriting should be avoided but If cannot, a should be written legibly in black letters of apVmximately Me same size as the above referenced typed fonts. if handwriting is cot extremely legible, these Items can experience a higher exception rate. Items written In cursive will be mismatched and Presented to the diem as an exception. Treasury Services Agreement —June 2019 Page 30 Formatting - Avoid extra spaces, underllning italicizing or bolding. Use of punctuation should be limited. Payee data should be displayed In a clear area, free ofand not touching other text, lines or stamp marks Me use of all upper-case is recommended. Provide sufficient spacing between Individual letters within the name so that each letter of the name can be clearly read. It is recommended that most printers use pitch proportionate to the font, however, in situations In which pinch Is fixed, we suggest a pitch of 10 pt. After printing, there should be about 10 characters per inch. Placement -The payee name should be listed In close proximity Ito the fight or just below) `pay to the Order Ol Harizel llg the payee should not extend past the middle of the check. Vertically, the payee name should be looted lust below the vertical midpoint of the check but should not extend to the bottom %of check a interfere In any way with the MICR line Information contained at the bottom of the check The payee data should be displayed In a clear area, free of and not touching other rem, lines. special c uraetess-Do not use special characters, such as an asterisk I•) on your Issue the. special characters are not typically contained in legitimate payees and can result in higher exception rates. Wire Transfer Product Schedule Authorisation For the purpose of enabling you to transfer available funs from Your account as stated herein, you enter Into this Agreement with us by establishing a procedure for wire transfers. Special Terms and Conditions for Online Initirted Wires Online eltiated wines are available through the Bank's online banking product, Business Online Banking. Business Online Banking has certain security Procedures available to customer to prevent unauthorized transactions as more fully obtined within In the Master Agreement, to which this is a Product schedule, and the Business Online Product schedule. Transmission to nine Bank of wire requests requires theme osecurity Device Authentication. Bank may provide security Devices to Authorized Representatives denoted as Approvers listed We recommend the use of multi-user security such that separate users enter wires and transmit wires to the bank. In the event that Customer falls to implement said multi-user murky the Bank will be relieved of any liability for Customer's failure to follow said want, procedure. Diodalmerofwamanty and UnnItatlem pf Lli bllity It will be your sole responsibility to enter and verify the accuracy and completeness of the wire transfer Information prior to submitting the wire transfer request to us. Y ou understand and agree that we will have no duty to monitor any wire transfer request, or the Information tonal had therein to determine that the wire transfer Is authorized by you or that the Information is correct. You agree that we are authorized to act upon that request withoutverifying the accuracy of the amount ofthe request, the Identity of the recipient of the transfer, or your authorization bar the request. Customer agrees that Bank shall have no obligation to discover errors in wire transfer requests and shall not be liable to Customer for errors made by Customer, including but net limited to errors made in identifying the beneficiary, or an Intermediary or beneficiary's financial Institution, or for errors in the amount of the wire transfer request Bank shall likewise have no duty to discover and shall not be liable fa duplicate wire transfer request Issued by Customer. In the event that Customer makes an error or issues a duplicate wire transfer request. Customer shall Indemnify, defend all claims, and hold Bank historical from any Ims, damages, or expenses, including but not limited to attonni fees, Incurred by Bank as the result of completion of the funs transfer. You agree to accept and bear any and all liability for any wire transfer request issued in accordance with the security Procedure. You agree to release and hold harmless us, our officers, directors, employees, agents, affiliates, and assigns, From any and all liability In the execution of any wire transfer request reserved through the system, It shall be your sole responsibilityto establish and maintain appropriate access controls to the security Procedures. By accessing the system, You request payment to be madeto the benefitlary or account number listed In the wire transfer request. To the extent allowed bylaw, you agree that the wire transfer request is irrevocable. We will NOT be liable: • If you or anyone You amhodre to access the system,commits fraud or violates any law or regulation, or • If any teleammu bei device, electronic terminal, at any part of the Funds Transfer system is not working property, • If you have not fumished complete and accurate wire transfer Institutions and/or information. Uromdo rhed TormattlOns and Other Errors The Customer shall notify the Bank of any discrepancy between the Wire transfer request and she related funds transfer, or of any unauthorized transaction or other error on the next business day following receipt of any advice or within 45 calendar days of the delivery or mailing by Bank (whichever occurs first) of any statement of account relating to the Authorized Account, whichever Is earlier, which time Polls Customer agrees are reasonable. If notification of an unauthorized transaction or other error is communicated orally, it shall be confirmed promptly In writing. The Customer will be deemed to have received any advlces and statements of account that are mailed by the Bank five business days after such mailing. The Bank shall have rap liability to the Customer for any less or damage sustained by the Customer arising out of any Wire transfer request referenced in a statement of account for the Authorized Account or In an Individual advice, and no legal proceeding or action shall be brought by Customer against Bank to recover such loss or damage, unless (a) Customer shall have given the written notice as provided for herein, and (b) such legal proceeding or action shall be commenced within the period established by UCC aA Customer waives any fight to seek or enforce payment of artorneV+ feel related thereto. Wire Transfer Requests Inblating Requests Your authorized representative may tlirew us to transfer funds from any of your designated accounts lined on the Master Agreement Application Wanybeneficiaryor whet account at another bank. These requests must be made by telephone, or fax or online banking system an by you at one of our financial center locations. In cutler fa us to affect a wire transfer request on a particular Bank Business Day,we must receive such request before the cut-offtime established for that day. Will from time to time establish cutoff times. Cut-offbmes for wire Transfers is 5:00 p.m. Esc or EDT. If wire request is received after the cutoff time Bank may phone customer and request order to be submitted the next bushels day or may hold the transaction and process the next business day. Hamann, Wire Transfer Bequests Customer agrees that Bank has no obligation to accept a wire transfer request and therefore may reject any wire transfer request Issued by Customer. Bank has no obligation to notify Customer of the re4mon of the Wire transfer request Issued by Customer but Bank may so notify at its option. Bank shall have no lability to Customer for rejection of a wire transfer request and shall not be liable to pay Interest to Customer even If the amount of Customers wire transfer request B fusty bemury, ServiresA9reement—Wne 2019 Posi covered by a withdrawable credit balance In an Authorized Acmunt of Customer or the Bank has otherwise received full payment from Customer. Specifically, we wilt be under no obligation to honor, either in whole or in part, any transfer request (a) which exceeds your available funds on account with Bank: (b) for which Bank was not able to obtain an authentication, as stated herein; (c) which Is not in accordance with any condition indicated by you and agreed to by Bank; (it) 1. hot in accordance with rules, laws and regulators governing wire transfers; or (a) which Is not In accordance with the security requirements, (I in the Bank's sale discretion we may accept or reject any transfer request or any other requirements as stated herein. The Bank may either before or after processing a wire transfer, debit the amount(plus the fee) of such a transfer fmm the Customer accounga) at the Bank which Is (are) designated for that purpose; if is no such account designated, the Bank may charge any account of the Customer at the Bank In the amount of the wire transfer which the Customer has ordered; if the Customer's available funds at the time of a wire transfer Is less than the amount to be wired, the Bank will notify the Customer that the wire will be canceled. If Bank creates an overdraft or tlraws upon uncollected funds to complete a wire transfer, You agree to repay Bank upon demand. However, Bank Is under no obligation to create an overdraft or draw upon uncollected funds forthat purpose. To Initiate a transfer request, your authorized representative must provide Bank with the following information In accordance with Bank Secrecy Ad and any other federal or state laws or regulations Including: • Youraccount number from which funds are to be withdrawn; • The amoumto betransferred; • The bank towhlchfunds are to be transferred, bank identification number (FIT R), bank name and address; and • The name and physical address of the receiving party and the account numbs which funds are to be transferred. It You fall to provide the Bank with all Information required by law regarding am wire transfer requested, You agree that the Bank shall not be liable for arty loses or damages resulting from the bank's failure to execute such wire transfer. The Bank reserves the right to call back one of Your authorized repreentatives (including a representative other than the authorized representative who made the request) to authenticate a transfer. If Bank Is unable to secure an authentication, Bank Send not execute the transfer request or may delay making the requested transfer pending authentication. Cancellation or Amendment of Wire Transfer Requests Bank shall have no obligation or duty to cancel or amend a wire transfer request unless Bank receives notice from You to cancel or amend a wire transfer within a reasonable time prier to Bank executing the wire transfer instruction. In the event Bank attempts to cancel or amend a wbe transfer Instruction after Bank has executed it, Bank will not be obligated to refund am manias W You until Bank receives acceptable evidence that the transaction has been satisfactorily canceled or amended as to all parties, including the replacement of all funds which were transferable by Bank to effect the transfer request You understand that a recevng bank Is under no Obligation to cancel or a mend the wire transfer Instruction. The amount of any refund will be reduced by all charges and expenses Incurred in connection with the cancellation or amendment request whether or not successful. Bank may reasonably ration an oral cancellation or amendment request If Bank believes same Is being given by an authorized representative. However, Bank reserves the right to require that such request he authenticated pursuant to Bank's security procedure. you agree to indemnify and hold Bank harmless from all claims, losses, damages, liabilities and expenses, Including reasonable attorneys' fees incurred in connection with any cancellation or amendment request Selection of Wire Transfer Requests If Bank does not accept a wire transfer request for any reason or If a wire transfer is returned by another bank, Bank may attempt to notify you by telephone that the into transfer cannot be completed. If Bank does not reach you by telephone or cannot meend the wire, Bank will telephone Customer no later than the Bank Business Day after the date Bank learns that the wire transfer cannot be completed. If the wire Is returned by a receiving bank, you may remnve a notice from Book that the wire was rejected even after you receive a confirmation from Bank that the wire was sent. Rellance, Authorization and Congrmatbn You understand and agree that wire transfer requests may be processed on the basis of a bank amount number or bank identification number, even If the number refers to a different benoficlary or bank than the one Identified in the request. If you do not provide bank Identification number known as a Routing and Transit number (R/T p), bank name, city and state for the receiving bank, Bank will use reasonable efforts to locate the correct number on your behalf; however, Bank will not be responsible far errors In any Identification number which you fall to provide. Customer Is liable for and must settle with Bank for any funds transfer Initiated by Customer that identifies the beneficiary by amount or identifying number or by name and account or identifying number. Bank shall have no duty to detect any Inconsistency between the name and number contained In a wire transfer request and the Customer shall be responsible for any inm me standes. The Customer shall Indemnify and hold the Bank harmless from and against any loss, liability, expense or damage that the Bank may incur as a result of such Inconsistency, inclutling, without Ilmitatim, ationzi fees and expenses of litigation. The Wire Transfer Department will assign a transfer number to each completed wire transfer requert. This reference number will appear on the confirmation notice. Completed wire transfer requests will be reflected an your periodic account statement You agree to notify Bank as soon as possible of any dlerepanry, but in any event within thirty(30)calendar days following receipt of the confirmation notice or account statement, whichever is sooner. You agree that you will be liable for any losses resulting from your (allure to give Bank such notice. International payment Orden. Fund transfers to beneficiaries outside of the United States may be paid to the beneficiary In the foreign currency of the country m which the funds are transferred. It Is due respomibility of Customer to notify the beneficiary that the funds originated in UrS. dollars may Ira paid To the beneficiary In The cumenry of the country to which the Funds are transferred at the Financial hatruton s buying rate of exchange for funds transfers. Compensation If you suffer any loss of Interest resulting from BoYrs error In executing a wire transfer request, or from BankY failure to execute a wire transfer in accordance with the terms and conditions herein, Bank will reimburse you for such loss as stated herein, provided you have complied with these terms and conditions, and provided hither that such error or(allure was within Banlds reasonable control. Such compensation shall be limited to the amount of Interest the Funds to be transferred(less required reserves) would have earned at the average Federal Fund gate in effect for the period Involved; provided, however, If you fail to notify Sank of the error within thirty (30) calendar days after you receive the confirmation notice or the periodic account statement, whichever occurs first, Bank will not be responsible to pay compensation on any amount refundable to you forthe period before Bank learns of the error. Trapzury5ervrces Agreement —June 2019 Changes From time to time, you may change (a) amounts from which transfers may be made; (b) authorized representatives. However, you agree that Bank may rely on the information previously supplied by you until Bank receives written notice of any change on forms proscribed by Bank and signed by your duly authorized account signers. In emergency situations, deletion of authorized representatives may, in Bi discretion, be accepted by telephone, fax, and confirmed In writing by your duly authorized account signers. Any notice of change with regard to such matters will not be In effect until: (i) essential, accepted by the Bank in writing, and (it) then, only after the Bank has a reasonable time to put such changes) into effect. Incoming Transfers Incoming wire transfers will be credited to the account name and number as stipulated In the wire instructions. If there th a discrepancy in the name and account number, the Wire Transfer Department may return the funds to the cogitating bank for daoficetion. If the Wire Transfer Department does not realize that the name and the account number identity are different parties, the Wire Transfer Department may crack the Funds to the account number identified. The Wire Transfer Department reserves the dghtat any time to process incomingwires on the bast of account numberairoe. Use A Correspondent; Agents, and Systems. The Customer agreesthat in executing any wire transfer request, Bank may make use of such correspondents, agents and Payment Order and communication systems as it deems necessary or desirable to execute such wire transfer request. To the fullest extent permitted by law (a) such corespondent, Agents and systems shall be deemed to be agents of Me Customer and Bank shall rot be liable for any errors, negligence, suspension, or default of any of them or for any failure to Identify the beneficiary or any mistake In payment by any of them, and (b) the Bank shall not be liable for any errors, mutilations, mis dellyery, or failure of delivery In the transmleslon of any wire transfer request such correspondents, agents and Payment order and communication systems or for any suspension of any means of communication or for any Imposition of a censorship, exchange control or other restriction by such correspondents, agents and Payment Order and communication Systems, all such risk being borne by the Customer. Each wire transfer request, amendment or cancellation thereof, carried out through a funds transfer system will be gquarned by all applicable funds transfer system rules, whether or not Bank Is a member of the system. Any wire transfer request or cancellation thereof may be transmitted by any financial Institution by use of the funds transfer system of the Federal Reserve Financial Institution ("I'd ire"L The fights and obligations Bank and the Customer with respect to any wire transfer request, any part of which is carried out through the use of the Fedwirs, will be gavemed by any applicable laws, the regulations of the Board of Governors of the Federal Reserve System, and the operating circulars of the Federal Reserve Financial Institution. The Customer acknowledges ganKs right to reserve, adjust, scup payment. or delay posting of an executed Payment Order is subject to fine laws, regulations, dreulms, and roles described herein. ACH Product Schedule Customer wishes to initiate credit and/or debit Entries through the Bank to accounts maintained at Bank and In other depository financial Institutions by means of the Automated Clearing House Network ("ACH") pursuant to the terms of this Master Agreement and the rules of the National Automated Clearing House Assiodatlon ("NACHA") and giants operating rules and procedures for electronic entries, Including any exhibits or appendices thereto now In effect, or as may be amended from time to time, (the 'Boles"), and Bank Is willing to an as an Originating Depository Flnandal Institution ("OOFPI with respect to such Entries. In the event of Incenslstenry between a provision of this Service Agreement, the Uniform Commercial Code ("UCC"), the Master Agreement, and/or the 0epseltory Agreement, the Provisions of this Service Agreement shall prevail. Terms not otherwise defined In this Service Agreement shall have the meaning aabrihed to those tents in the Rules. The term'Entry" shall have fire meaning Provided in the Rules and shall also mean the data received from Customer hereunder from which Bank Initiates each Entry. Compliance aids Rules and laws Customer acknowledges it has a copy or has aces to a copy of the Rules. The Rules may also be purchased online at www.nacha.org under the publications cab. Customer agrees to complywidl and be subject to the Rules oi In existence at the date of this Agreement, and any amendments to these Rules made from time to time. It shall be the responsibility of the Customer that the ongination of ACH transactions complies with U.S. law, Including but is rot limited to sanctions enforced by the Office of Foreign Assets Control i"OFAC"). It shall further be the responsibility of the Customer to obtain Information regarding such OFAC enforced sanctions. This Information may be obtained directly from the OFAC Compliance Hotline at SM-540-OFAC or from the OFAC's home page site at musiustreas.gov/ofac.) Customer agrees that the performance of any action by Bank to debit or credit an amount or transfer funds otherwise required by the Rules is excused from the performance of such action to the extern that the action is inconsistent with United States law, Including the obligations of the Bank under CFAC or any program administered by the United States Department of the Treasurys Financial Crimes Enforcement Network("FinCEN"). Customer agrees generally and warrants to Bank that all actions by Customerc artemplated by But Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply In an material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, Including without limitation all such regulations. guidelines, and commentaries Issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council("FFIEC9. Bank will clurge the Customer with any fines or penalties Imposed by OFAC, NACHA or any organization which are imurred as a result of norr-compliance by she Customer and the Customer agrees tofully reimburse and/or Indemnify Bank far such charges at fines. The specific duties of the Customer provided in the following paragraphs of this Agreement in no way limit the foregoing undertaking. The duties of the Customer set forth in the following paragraphs of this Agreement in noway Burns the requirement of complying with the Rules. Underwriting Customer approval for use of this Service may be subject to underwriting criteria established by Bank from time to time. If Bank requires application of underwriting criteria to Customer approval for use of this Service, Bank will communicate to Customer the nature and content of that criteria and the information Customer will be required to provide to Bank. Customer agrees to provide Bank such financial, buslmor and operating information as Bank may reasonably request in connection with III underwriting and approval process. Bank may require the personal guarantee are principals) orse ownerls) of Customer. Bearhy Interest To secure the payment and performance of Customer's obligations set forth herein, Customer grants to Bank a security Interest In and pledges and assigns to Bank all of Curmmbs right, title, and Interest In the fallowing described property, whether now owned or hereafter existing or acquired and wherever located (a) all monks, Trotn mentt, savings, checking and other amounts of Customer (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties If W assigned) that are now or in Use future In Bi custody or coal (b) any other collateral described in any security instrument securing the obligations of Customer to Bank under this Agreement or any other obligation of Customer to Bank; and (c) all proceeds and product of the property as well as any replacements, accessions, substbufions, and toddlers or am of the above. Treasury Services Agreement —June 2019 Pape 33 Transmission of Entries by Customer User(s) shall initiate the debit or credit Entries outlined in the Master Agreement Application on behalf of and selected by Devourer. Bank shall be entitled to deem any person having knowledge of any Security Procedure, defined below In the section titled Notice of Returned Entries of this Agreement and required to Ireland Entries under this Agreement, to be a User. Userls) shall transmit Entries to Bank In computer readable form In compliance with the formatting and other requirements set forth In the NACHA file specifications or as otherwise specified by Bank. Entries shall be transmitted to Financial Institution no later that the time and number of days prior to the Effective Entry Date specified in the Processing Schedule below. Dellvery of ACH Thesmbelons For the purposes of this Agreement,'Business Day' means Monday through Friday, excluding federal holidays and the 'Settlement Date with respect to any Entry Shall be the Business Day when such Entry is debited or c Ifted In auardance with the Rules. Entries received after the art off time shall be deemed m have been received on the next Business Day when such Entry odebited or credited. Ten in, of delivery Processing Deadline for: Credit Entries — until 4:00 PM EST or EDT, two (2) business days prior to the Effective Date Debit Entries- untl4:00 PM EST or EDT, two (z) business days prior to the Efffenbe Date Same Day ACH Credits )transactions over$25,000 w111 rot be eligible) — until 10:30 AM EST or EDT, far settlement occurring at 1:00 PM — until 2:45 PM EST or EDT, for settlement occurring at 5:DO PM Same Day ACH Debits (availability TED) The total dollar amount of Entries transmitted by Customer to Bank on any One Business Day shall not exceed the lesser of the amount of available funds in Customers encounter the Maximum Dally Submission Limit set forth on the Master Agreement Application. "Entry Setlement Limit" means the maximum aggregate amount of le process Entries permitted to be outstanding at any time, which amount shall be separately communicated to Customer by Bank In writing from time to time. "In -Process Entries' means the aggregate dollar amount of all credit or debit Entries Initiated by Customer and In process on any date for which settlement has not occurred with respect to credit Entries, or the applicable period for the return of Items has not expired with respect m debit Entries. -QdCtLfmt Entry" means an Entry the amount of which would cause the aggregate amount of In-Proass Entries to exceed the Entry Settlement Umb. Customer agrees that Bank may not process an Overllmit Entry. Bank will suspend any Overtime Entry submitted by Customer and may, following Its receipt of an Ovaiimit Entry: suspend all In Process Entries. Customer acknowledges that any Overlime Entry or other InProcess Entries suspended by Bank will not settle on their scheduled Settlement Date. If Customer wishes to initiate an Entry that would cause the amount of In -Process Entries to exceed the Entry Settlement Limit. Customer may submem Bank its request to initiate an Entry that otherwise would bean Overlimit Entry. Customer must submit its request at least 2 banking days prior to the time on which Customer wishes to initiate the Entry that otherwise would be an OveAlmlt Entry. Bank may require from customer financial or other Information in connection with Bank's consideration of the request. Bank may grant or deny Customer's request at Its sole discretion. Customer acknowledges that the Umits are Sell the protection of Bank and its assets. In addition to the foregoing, Bank generally reserves the right to limit the nature and amount Of the preauthodzed deb¢/credit Entries processed under this Agreement or To refuse to process any debit/credit Entries under this Agreement if, in Bank's sole Judgment (I) there is reasonable cause to believe that any Entry will be returned or will not Same In the ordinary course of the transaction for any reason, (a) to do otherwise would violate any lime set by the applicable clearing house association or any governmental authority or agency to control payment System risk, or (III) a preauth tied credit Entry or the return Of a preauthorized debit Entry would create an overdraft of Customer's Accounts. If any of the foregoing anions are taken by Bank with respect to a particular preauthodzed debit/cretin Entry, Bank will notify Customer as promptly as practicable, but In no event later than 2 banking days after Its decision. Customer may not reinitiate entries except as prescribed by the Rules. Third -Pony Servke Providers Customer may be using special equipment, services or software provided by a third pant to assist It In processing Files hereunder ('Service Shoulder'). Customer agrees not to use a Service Provider to transmit files to Bank without first entering Into a Third Party Service Provider Agreement If Customer .,as Service Provider to transmit Flies to Bank and Customer and Service Provider have not entered into a Third Pan, Service Provider Agreement, Customer (a) agrees that Service Provider Is acting as Customers agent In the delivery of Files to Bank, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement, Bank will not be liable for any losses or additional costs Incurred by Customer as a result of any ermr by Service Provider or a malfunction of equipment provided by Service Provider. Customer Is solely responsible for maintaining compliance with the requirements of Service Provider, Including obtaining any software updates. Bank's sole responsibility shall be to transmit Bank approved transactions to the ACH Operator and Bank shall not have any responsibility for any File handled by Service Provider until that paint in time when Bank accepts and approves a File from such Service Provider far processing. If Bank authorizes Customer to use a Service Provider, the terms and conditions governing the relationship between Customer and the $.,I. Provider shall be governed by a Separate agreement between Customer and Service Provider ("SeoRe Provider Agreement'). All of Customers obligations and responsibilities under this Agreement will apply to the Service Provider, and Customers separate agreement with the Strudels Provider must m provide. At Bank's request, Customer will provide to Bank a true and exact copy of such agreement. Customer shall designate the Service Provider are Uses and the Service Provider must also enter into a Service Provder Agreement before the Service Provider antis Files to Bank. NoWthsdnding Meforegotn&Cusmmerhereby authorizes Bank to accept any File submitted by the Service Provider even If the Service Provider has not been designated as a User or If the Third Pasty Service Provider has not executed the Service Provider agreement. Customer hereby Indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs and expenses Incurred or suffered by Bank or any other person as a result of or arising from Customer's use of Service Provider, including fines or assessments Incurred under or pursuant to the Rules and attorneys' fees. Credit and Debit Entries; Records Retention Customer shall obtain an a ithordatlon ('Authorization Agreement") as required by the Rules from the person or entity whose account will be debited or credited as the result of a debit or credit Entry Initiated by Customer and Customer shall retain the Authorization Agreement in original form while a is In effect and the original or a copy of ach authorization for two (2) years after termination or revocation of such authorization as stated in the Rules. Upon request Customer shall mmish Due original or a copy of the authorization to ary affected Participating Depsel dry Financial institution, as defined in the Rules. Treasury Serulces A9rament—June 2019 Pope 34 If the amount of a Debit Entry to a Customers amount varies In amount from the previous Debit Entry relating to the same authorization or pruuthonted amount, Customer shall, at least ten (10) calendar days before the Effective Entry Date of such Debit Entry, send the Customer written notice of the amount of such Debit Entry and Its Effective Entry Date, unless Customer has previously been notified of Customers right to receive such notice and Customer has elected to receive such notice only when the Debit Entry does not fall within a specified range of amounts or varies from the most recent Debit Entry by an agreed amount. If any change Is made by Customer in the scheduled Effective Entry Date of one or more Debit Entries, Customer shall, at least seven (T) calendar days before the Effective Entry Data of the first such Debit Entry to be affected by such change, send the Customer a written nonce of the new Effective Entry Dates) of such Entry or Entries. Processing, Transmittal, and Settlement by Bank Except as otherwise prodded for In this Agreement and If Bank elects to accept Entries, Bank shall: III Use Commercially reasonable efforts to Comply with Me Instrumiom of Customer, III) process Entries received from Customer to conform with the file spectiicatrore set forth in the Rules, (iil) transmit such Entries as an ODFI to the'ACH' processor selected by Bank, (N) settle for such Entries as provided in the Rules, and (v) in the ose of a credit Entry response for Credit to an account with Bank (r0i Entry'), Bank shall credit the Receiver's account In the amount Of such Coal Entry on the Effective Entry Date contained In such Credit Entry provided such credit Entry Is received by Bank at the time and In the form act fpxh in this Schedule. b) TrensmR such Entries to the ACH processor by the deposit deadline of the AM processor, provldeM(1) such Entries are Completely received byBank'scut- off time at the location specified by Bank to Customer from time to time; (11) the Effective Entry Date satisfies the criteria provided by Bank to Customer; and pifi the ACH processor Is open for business on such Business Day. Customer agrees that the ACH processor selected by Bank shall be considered to have been selected by and designated by Customer. The Customer will receve immediately available funds for any electronic debit entry Initiated by It on the Settlement Data applicable thereto. Settlement of Credit alllm and Returned DeNt Entries Customer agrees to settle for all credit Entries issued by Customer. User(s), or credit Entries otherwise Made effective against Customer. Customer shall make settlement at such time on the date of trommitpl by Bank of such credit Enures as Bank, In Its discretion, may determine, and the amount of each On -Us Entry at Cod time on the Effective Date of such credit Entry as Bank, in its discretion, may determine. Customer shall settle with Bank for the amount of each debit Entry returned by a Receiving Depository Financial institution ('91flFP) or debit Entry dishonored by Bank. Settlement shall be made by customer to Bank in any manner spedfied by Bank. NotwRhstanding the foregoing, Bank is hereby authorized to Charge the axounds) ("Authorized Acaunt(sf") designated In the Treasury Management Services Master Agreement, as settlement for credit Entries Issued by Customer or returned or dishonored debit Entries. If Bank requires pre -funding, Customer shall maintain sufficient available funds in the Authorized Accouni to settle for the credit Entries at the time the Credit Entries are issued by Customer. In the event the Authorized Account or any other Customer bank account does not have Collected funds sufficient on the Settlement Date to cover the total amount of all Entries to be paid on such Settlement Data, Bank may take any of the following actions: al Refuse to process all Entries, In which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have nO liability to Customer or to any third party as a result thereof; or b) Process that portion of the credit Entries as Customer has suffieent available funds In the Authorized Amount to Cover, In whatever order Bank In its sole discretion shall elect to process, in which event Bank shall return the data relating to sun Credit Envies as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third parry as a result th dmi or c) Process all Credit Entries. In the event Bank Bless to process credit Entries initiated by Customer and Customer has not maintained sufficient ava0able funds In the Authorized Amount with Bank to Cover them, the total amount of the Insufficiency advznm l by Bank on behalf of Customer shall be immediately due and payable byCustomer to Bank without any further demand from Bank If Bank eleclsto pay Customers account In the Overdraft on any one or more occasions, It shall not be considered a waiver of Bank's rights tp refuse to do so at any other time nor shall it be an agreement by Bank to pay other items In the Overdraft. d) Should Customer's return rate for unauthorized Entries exceed one(1)percent of the total number of Entries transmitted over the preceding sBtry(60) days, or two calendar months, Bank may suspend use of this service. e) The Bank may. In as sole discretion, place a hold on Customizes account as a reserve for any ACH Debit Entry transmitted by Bank that Is subsequently returned. In the event Customer does not satisfy its obligations under this Agreement as provided above, Customer agrees that Bank may, at its sole dscrection, charge interest at the highest rate allowable by law from she tlase there are insufficient colleted Ponds to cover Customers obligations under this Agreement until mid Obligations are ranged, plus an administrative fee of 5%ofthe Overdraft amount, minimum Of $50.00. f) Bank shall not be responsible for acts or ormarslons of any thing parry, including without limitations any Federal Reserve Bank, maker seMCe, Payment Systems Norani NACHA, am/ transmission or Communication facility, or arry other party Involved with processing of the Entry, any Receiver or RDFI (Including without limitation the return of an Entry by such Receiver or RDFq, and no such third party shall be deemed gang's agent. Pro -Funding Bank reserves the right to require Customer M pre -fund an Account maintained at Bank prior to the Settlement Date of the ACH file. Bank shall determine whether pre -funding Is required based on criteria established from time to time by Bank. Bank will communicate directly to Customer if pre -funding Is required and, If requested by Customer, will provide Customer with an explanation of its pre -funding criteria. If it Is determined that pre -funding Is required, Customer will provide Immediately available and Collected funds sufficient to pay all Entries Initiated by Cusomer (a) not later than 9.00 a.m. local time three (3) banking days before each Settlement Date, and (b) prior to INDadng any Entries for which prcfunding Is required. Doug, Entries Except as provided in Rejection of Entries outlined below, in the Case of an Entry received for Credit to an account maintained with Bank fan "OmUs Entry"), the Bank Mall credit the Receivers account in the amount ofsuch Entry on the Effective Entry Data Contained In such Entry, provided said Entry Is received by Bank at the time and in the form set forth in this Schedule. If any of nose requirements are get met, the Bank shall use reasonable efforts to cretlit the Receivers account in the amount of such Entry no later than the nut Business Day following such Effective Entry Dale. Reserves From time to time, Bank shall evaluate Customer's transaction activity for the purpose of esabllching averages for transaction frequency, amount, returns and adjustments. These evaluations will occur at least annually and may occur more frequently at Bank's discretion. In connexion with these evaluations, Bank reserves tie right to require Customer to establish reserves with Bank calculated by Bank to cover Customer's Obligations to Bank arising tram ACH activities under this Agreement. Reserves may be expressed as a fixed dollar amount or as a'calling reserve" calculated based oa "rolling" averages determined by Bank's perledic evaluations. The amount of reserves required by Bank, if any, will be communkated directly to Customer from RMeto time. customer agrees ro establish reserves as required by within free (5) banking days after receipt of a Communiation from Bank setting forth the amount of required reserves and the basis of Calculation Treasury Services Agreement —lone 2019 Page35 used to determine the amount of reserves Bank may suspend AM processing actMly for Customer if Customer fails m establish the required amount of reserves within the time period specified by Bank in Its contmunlotlan to Customer. Rejection of Entries Customer agrees that Bank has no obligation to accept Entries and therefore may reject any Entry Issued by Customer. Bank has no obligation to notify Customer of the rejection of an Entry but Bank may do so at its option. Bank shall have no liability to Customer for rejection of an Entry and shall not be liable to pay interest to Customer even if the amount of Customer's payment order is fully covered by a withdrawable credit balance in an Authorized Account of Customer or the Bank has otherwise received full payment from Customer. Cancellation or Amendment by Customer Customer shall have no right to cartel or amend any Entry after Its receipt by Bank. However, Bank may, at Its option, accept a cancellation or amendment by Customer. If Bank accepts a cancellation or amendment of an Entry, Customer most comply with the Security praedures of this Agreement. If such a request is recelved by the Bank before the affected Entry has been transmitted to the ACH (or, in the case of an On -Us Entry, before the Receiver's account has been credited! or debited), the Bank will use reasonable efforts to cancel or amen the Entry, as requested, but the Bank shall have no liability if the mncellallon or amendment is tot effected. If Bank accepts a cancellation or amendment of an Entry, Customer hereby agrees to Indemnify, defend all claims and hold Bank harmless from any I., damages, or expenses, including but mot limited to attorneys fees, incurred by Bank as the result of Rs acceptance edge, cancellation or amentlment. Revemis of Entries a) General procedure. Upon proper and timely request by the Customer, the Bank will use reasonable efforts to effect a pro rsat of an Entry or File. To be "proper and timill the request must (1) be made within five (5) Business Days of the Effective Entry Date for the Entry or File to be revenue; (II) be made Immediately, not to exceed ten (10) hours, upon discovery of the error; and Bill be accompanied by a Reversal/Cancellation Request form and comply with all of the Rules. In addition, if the Customer requests reversal of a Debit Entry or Debit file, it shall concurrently deposit Into the Customer Account an amount equal to that Entry or File, The Customer shall notify the Receiver of any reversing Entry Initiated to correct any Entry It has Initiated In error. The notification to the Receiver must Include the reason for the reversal and be made no later than the Settlement Date of the reversing Entry. b) NO Liability; Reimbursement to the Bank. Under no circumstances shall the Bank be liable for Interest or related losses if the requested reversal of an Entry Is not effected. The Customer shall reimburse the Bank for any expenses, losses or damages It Incurs in effecting or attempting to effect the Customers request for reversal of an Entry. Error Detection Bank has no obligation to discover and shall scot be liable to Customer for errors made by Customer, including but not limited to errors made in Identifying the Receiver, or an Intermediary or RDFI or for ethers in the amount of an Entry or for errors In Settlement Dates. Bank shall likewise have no duty to discover and shall Act be liable for duplicate Entries Issued by Customer. Notwithstanding the foregoing, If the Customer discovers that any Entry it has Aftiated was in error, it shall notify the Bank of such error. If such notice Is received no later than four (a) hours prior to the ACH resenting deadline, the Bank will online reasonable efforts to Initiate an adjusting Entry or stop payment of any On -Us' credit Entry within the time limits prodded by the Rules. In the event that Customer makes an error or Issues a duplicate Entry, Customer shall indemnify, defend all claims, and hold Bank harmless from any loss, damages, or expenses, Including but not limited to attorney's fees, incurred by Bank as result of the error or Issuance of duplicate Entries. prohibited Transactions Customer agrees not to use or attempt to use the Services a) To engage In any Illegal purpose or activity, or to violate any applicable law, rule or regulation b) To breach any contract or agreement by which Customer is bound c) To engage in any Internet or online gambling transaction. whether or not gambling is legal In any applicable judsdiction,or d) To engage In any transaction or activity that is not specUlolla authorized and permitted by this Agreement of Customer shall not initiate an ACH transaction that h par) of a payment transaction that Involves a Financial agency or financial agencys office that is not located in the teoimrial jmisdimion of the United States. Customer acknowledges and agrees that Bank has no obligation to monitor Customers use of the Services for transaction and activity that Is Impermbsible or prohibited under the terms of this Agreement; prodded, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes vtoney the terms of This Agreement. Rrestotlflcation Customer, at Its option, may send prenotification that It Intends to Initiate an Entry or Entries to a particular amount within the time limits prescribed for such notice In the Rules. Such notice shall be provided to the Bank In the format and on the medium provided In the media format section of such Rules. If Customer receives notice that such prenotification has been rejected by an RDFI within the prescribed period, or an RDFI will not reccive Entries without having first received a copy of the Authorization signed by Its customer, Customer will not Initiate any corresponding Entries to such accounts until the muse for rejection has been combated or until providing the RDFI with such authorization within the time limits provided by the Rules. Notice of Returned Entries and Notifiotloms of Change Bank shall notify Customer by emall, facOmile trammlislon, US mail, or other meansof the recelpt ofa returned Entry hoes the ACH Operator. Exceptfwai Entry retransmitted by customer in accordance with the requlrements of Me Master Agreement and this Schedule, Bank shall have no obligation to retransmit a rewrned Entry to the ACH Operato "d Bank controlled with the terms of Nis Agreement with respect to site original Entry. Customer shall notify the Recl by phone or electronic tremrmission of re¢ipt of each return Entry no later than one Business Day after the Business Day of receiving such notlRmdon Boom Bank. Bank shall provitle Customer all Information, as required by the Rules, with respect to each Notification of Change ('NOC) Entry or Corrected Notification of Change ('Corrected NOC') Entry received by Bank relating to Entdes transmitted by Customer. Bank must provide such Information to Customer within two (2) banking clays of the Settlement Dam of each NOC or Contained NOC Entry. Customer shall ensure that changes requested by she NOC or Corrected NOC are made within six (61 banking days of Customer's receipt of the NOC information from Bank or prior to initiating another Entry to the Receivers acounq whichever Is later. provisional Settlement Customer shall be bound by and comply with the Rules as In effect from time to time, Including without limitation the provision thereof making payment of an Entry by the RDFI to the Recall provisional until receipt by the RDFI of final settlement for such Entry, and Customer acknowledges that it has meta tl notice of that Rule Peasury Services Agreement —June 2019 Fage36 and or the fact that, if such settlement is not received, Me RDFI shall be entitled to a refund from the Recover of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of due Entry, Customer Representations and Warranties; Indemnity With respect to each and every Entry transmitted by Customer, Customer represents and warrants to Bank and agrees that (a) each person or entity shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of Its account In the amount and on the EffeNve Entry Date shown an such Entry, of such authorization Is operative at the time of ttl morinal or crediting or debiting by Bank as pronded herein, (q Entries uansmhe to Bank by Customer are limited to those types of credit and debit Entries set forth In the Treasury Management Sell Master Agreement, (d) Customer shill perform its obligations under this Agreement in accordance with all applicable laws, regulations, and orders, including, but not limited to, the sancti0ns laws, regulations, and orders administered by 01 laws, regulations, and orders administered Rai and any state laws, regulations, or orders applicable to lie providers of ACH payment services, and (a) Customer shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional mrtil recelpt by the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the rule regarding provislonal payment and of the fact that, if such settlement is not received, the RDFI shall be entitled Top a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. The Customer shall defend, Indemnify, and hold harmless the Bank, and Its officers, directors, agents, and employees, from and against any and all actions, costs, claims, losses, damages, or expenses, incuding attorney's fees and expenses, resulting from or arising out of (act) any breach of any of the agreements, representations or warranties of the Customer contained In this Agreement; or (bb) any an or omission of the Customer or any other person acting on the CUIIomer's behalf. Additional Customer Warrantles for Selected Standard Entry Classes NACHA, in Its role of ensuring the safety, security, and viability of the ACH network, has determined that cartain single -use or Iim¢ed-use consumer authorization& have the potential to Increase fisk in the ACH at. and compromise system effectiveness by Increasing the incidence of returned Entries. Therefore, to qualify as an Onginere r of such Entries, Customer hereby warrants to Bank that for each such ACH Entry submitted for processing, Customer has obtained all authorizations from the Receiver as required by the Rules, by Regulation E or other applicable law, and this Agreement. Customer also makes the additional warranties to Bank that Bank makes W each RON and ACH Operator under the Rules for the respective SEC codes for Entries originated by Customer. Customer Indemnities and holds Bank harmless from any Lability arising out of Customers breach of these warranties. SPECIAL TERMS AND CONDITIONS FOR ACH CREDIT TAN PAYMENTS (EMS) If Customer has requested Bank to permit It to initiate tax entries tq accounts irmu lned at Bank and other financial institutions by means of the Automated Clearing House (the-ACH-). Bank has agreed to do won the terms of this EMS Agreement. Now, therefore, Customer and Bank agree as follows: 1. Enrollment Requirements and Spatial Requirements of Federal Tax Payments. Customer warrants Nat is has enrolled In the Electronic Federal Tax Payment System (EMS) on fame 9719, Business Enrollment Form, and has selected line ACH Credit option. Customer warrants that all special requirements of the EMS system have been met, including the genecafnt of pre -notification entries before the first tax payment b sent. Customer firtherwamnts that 9 R is generating a tax payment, it will use fie CCD Format with tl addenda record as required. 2. Rejection of Entries. Bank shall be arrived N reject any entry, Including an on -us entry, which does not comply with the Rules and may reject any entry If Customer is not otherwise In compliance with the terms of this Schedule and the Master Agreement. Bank shall notify Customer by telephone of such relection no later than the business day such entry would otherwise have been transmitted by Bank to the ACH Processor. 3. Notice of Returned Entries. Bank shall notify Customer by telephone of the recelpt of a returned entry from the ACH Operator no later than 2:00 p.m. eastern standard time on the day received. Bank shall have no obligation to re-transmita returned entry if Bank camphed with the terms of this Agreement with respect to the original entry. A. Reversals. Unless specifically approved by the Internal RevenueService, reversal entries of files are prohibited. SPECIAL TERMS AND C0NOMO0 MR ONUNE IN nD ENTRIES(WEB entri If Customer has requested Bank to permit it to initiate single,encry WEB entries to consumer accounts maintained! at Bank and other financial Institutions by means of the Automated Clearing House (the "ACH-)pursuant to an authorization that is obtained from the consumer via the Internet Bankhasagmadtodoworiveterms of this addendum to the Agreement. Now, therefore, Customer and Bank agree as follows: 1. Authorization Requirements. Customer warrants that each entry has been properly authorized In writing that is signed or similarly authenticated before Initiating a debit entry as set forth In the Rules. Said authorization language must be displayed on a computer screen or other visual display. The consumer must be prompted to print the authorization and retain a copy and Customer must be able to previtle the consumer with a hard copy of the authorization If requested to do w. The use of a digital signature or code to similarly authenticate a written authorization is permitted as outlined in the Rules. 2. Formatting Requirements: Customer warrants Nat It will use the WEB Format as outlined in the Rules. 3. Risk Management. The Customer warrants that. 1) a comment ally reasonable fraudulent transaction detection system will be employed: (2) a commercially reasonable method of authentication to verify the Identity of the Receiver will be emplaed; (3) commercially reasonable steps will be taken to verify Nat routing numbers are valid; (A) WEB entries will be encrypted or the Receivers banking information will be transmitted We a secure session, using a commercially reasonable security technology iliac, at a minimum, Is equivalent to 12&bit RCA encryption technology; and (5) an audit will be conducted at least annually to ensure that ensure that the financial Information Nat the Customer obtains from consumers Is protected by security practices that Include adequate levels of: (a) physical security to protect against theft, tampering or damage, BE) personnel and access controls to protect against unauthorized access and use, and (c) network security to ensure secure capture, storage and distribution of financial Information. INTERNATIONAL ACH TRANSACTIONS ('IAP). Customer shall not initiate any AT Entries without Benk's prior approval. If approved by Bank, the following Provisions apply to IAT EMdes originated by Customer: a) MT Entries are committed by Bank In U.S. dollars and converted M the local mrrency for receipt In the foreign mum" at the exchange rate determined by stairs processor on one date determined by Bank's processor. Ail disk of fluctuation In the applicable exchange rate Is home by Customer, and Customer agrees and acknowledges that Bank shall not be liable to Customer for any loss or charge Incurred by Customer as the result of the application of any foreign currency exchange criteria Imposed ovary institution or agency located outside the United States b) In the event ofareturned AT Entry, consumer payments will be credited to Customer at the originated U.S. ddlar amount; camporate payments willbe credited to Customer at the exchange rate determined by Bank's processor at the time of return. c) In the event of an error in an Entry or duplicate entries,Customer acknowledges and agrees that Customer shall be liable for any and all losses caused by and a direct or Indirect result from the error or duplicate Entry. Treasury Simi Agreement —lung 2019 Pai d) Customer shall originate all international ACH Tdarean ions, as that term In defined in the Rule; with an IAT SEC code and Customer hereby agrees to abide by all of the Rules related to IAT Entries. e) Customer agrees that in the case of a nor -Consumer Amount, Customer shall enter into an agreement win the Reserver whereby the Reviver agrees to abide "a Rules In effect from area to time. 1) Customer acknowledges that it has reviewed and understands Subsection 2.11.3 of the Rules entitled' xonptlons for Outbound AT Entries and Customer understands and agrees that laws, regulations, and rules of the country in which she Receiver is located shall govern the matters listed within that subsection. Customer further acknowledges that Customer understands how such laws, regulations and rules differ from the Rules. g) Customer agrees and acknowledges that any assistance by Bank does not In any manner obligate Bank for the accuracy or enforceability of the Entry In any country outside the United States. h) Customer bears the risk of any loss caused by any delay, tax, cost, tariff,fee, or other charge Incurred on account of the Entry In any country outside the United States. I) If the settlement of any IAT Entry involves clearing Of the Entry in more than one country outside the United States, Bank shall be permitted to rely upon any acklce or instruction received by Bank from the financial Institution or financial agency located In the first country outside the United States to which the Entry is directed. )) Customer hereby Indemnifies Bank from and against any and all resulting claims, demands, losses, Haiti little, Or expentes, including attorneys' fees and casts, resulting directly or indirectly from Customer's origination of an IAT Entry. Incasulstency of Name and Account Number The Customer acknowledges and agrees that. If an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the RON maybe made by fine RUFI (or by the Bank In the case of an On -Us Entry) on the basis of the amount number supplied by the Customer, even if it Identifies a person different from the named Receiver, and that the Customers obligation w pay the amount of the Entry to the Bank is net excused in such tl¢umstances. Customer is liable for and must settle with Bank for any Entry Initiated by customer that identifies the Recall by account or Identifying number in by mine and account of identifying number. Notions, Instructions, Ell a) Except as stated herein, the Bank shall net be required to act upon any actin or instruction received from the Customer r any other person, or to provide any notice Or advice to the Customer or any other parson with respect to any matter. b) The Bank shall be entitled to rely an any written notice or other written communication believed by It In good falls to be genuine and to have been signed by an authorized representative of Customer, and any such communication shall be deemed to have been signed by such person. Such notice shall be effective on the second Business Day following the day received by the Bank. c) Except as stated herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by US mall, If to Customer, at the address of Customer on the books of Bank and if to Bank, at the following address: Seacoast National Bank Attn: EFT Department 50 Kindred Street, Suite 204 Stuarl 349H unless another address Is substituted by notice delivered or sent as provided heron. Except as otherwise stated herein, any such notice shall be deemed given when recehad. Data Retention The Customer shall retain data on file adequate to permit the remaking of Entries for five (5) Business Days following the date of their transmittal by the Bank as provided herein, and shall provide such Data to the Bank upon its request. Data Medb and Records All data media, Entries, security procedures and related records used by the Bank for transactions contemplated by this Agreement shall be and remold the Banks property. The Bank may, at Its sole discretion, make available such Information upon the Customers request. Any expenses Incurred by the Bank In making such information available to the Customer shall be paid by the Customer. Rnandal Information and Audit. Bank may from time to time request information from Customer in order to evaluate a continuation of the Service to he provided by Bank hereunder and/or adjustment of any limits set by this Service Agreement. Customer agrees to provide the requested financial Information immediatety upon request by Bank, In the am required by Bank. Customer authorizes Bank to Investigate Or reinvestigate at any time any Information provided by Customer in connection with this Service Agreement or the Service Upon request by Bank, Customer hereby authorizes Bank to enter Customer's business premises for vie purpose of ensuring that Customer is In compliance with this Service Agreement and Customer spmificaRy authorizes Bank to perform an audit M Customers Operational controls, risk management practices, staffing and the need for training and ongoing support, and Information technology infrastructure. Customer hereby acknowledges and agrees that Bank shall have the right to mandate specific Internal controls at Customers locaaang) and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow Bank to review available reports of Independent audits performed at the Customer location railroad to informationtechnology, the Service and any associated operational processes. Customer agrees that if requested by Bank, Customer will complete a self -assessment of Customers operations, management, staff, systems, Internal controls, training and risk management practices that would otherwise be reviewed by Bank in an audit of Customer. If Customer refuses to provide the requested fimncial Information, or If Bank concludes, in Its sole discretion, that the risk of Customer is unacceptable, If Customer violates this SeMce Agreement Or the Rules, or If Customer refuses to give Bank access to Customers premises, Bank may terminate the Service and this Service Agreement amending to the Wovesions herself. Cooperatlon in loss Recovery Efforts In the event Of any damages for which Bank or Customer may be liable to each other or to a third parry pursuant to the services provided under this Agreement, Bank and Customer will Intention reasonable efforts to woperate with each other, as permitted by applicable law. In performing loss recovery efforts and in connection with any actions Nat the relevant party, maybe obligated to defend or elects to pursue against third parry. Termination In addition to, and without Ilmiting the generality, of, the Termination provisions of the Master Agreement Bank may terminate this Service immediately upon its determination that Customer is in violation of this Service Agreement, the ACH Rules or applicable laws or if Customer Initiates any bankruptcy proceeding or Is olhankize declared Insolvent. Any termination of this Service Agreement shall not affect any of Bank's rights and Customers obligations with respect to Entries Treasury Services Agreement —June 2019 Page 38 Initiated by Customer prior to such lamination, or the payment obligations of Customer with respect to services performed by Bank prior to termination, or any other obligations that survive termination of this Service Agreement. Customer's obligation with respect to any Entry shall survive termination of this Product Schedule until any applicable statute of limitation has elapsed. Online ACH Debit Block /ACH Positive Pay Product Schedule Description of Service Subject to the terms and conditions of this Product Schedule, Bank shall provide the Service to Customer, which allows Customer to authorize or block Automated Clearing House ("ACH") transfers to or from Customer's deposit accounts at Bank. As used herein, "ACH Transaction i" shall refer to certain electronic Funds transfers which settle within a bank or between banks according to specified rules and procedures governed by the Federal Reserve Bank antl the National Automated Clearing House Assocation ('NACHA'). "Debit Transaction" shall refer to any ACH Transaction whkh has the Intended result of removing funds from Customer's demand deposit sccount(s). 'Credit Transaction" shall refer to any ACH Transaction which has the intended effect of depositing (units to Customer's demand deposit accountin. Customer acknowledges and agrees that by Instructing Bank to block designated ACH Entries, Bank shall dishonor and return all such blocked ACH Entries ACH Debit Pay Customer authorizes and Instructs Bank to charge Customers Debited Accounts) for each ACH debit transaction received by Bank that was originated with the ACH Originator ID Numbers listed on the Master Agreement Application (as amended from time to time) (the 'Operating Instrubbourri Amendments of the Operating Instructions shall be by such method and in such format as Bank shall specify. Bank shall process Operating Instructions racelved from Customer in accordance with Me procedures and requirements set forth herein. Bank shall be allowed a reasonable period of time in which to proven the Operating Instructions following their receipt from Customer. Bank shall not be obligated to process Operating Instruction unless all of Bank's spedfied requirements and conditions have first been satisfied orwarved by Bank, in its sole and absdute discretion. Customerauthor es Bank to charge Customer's Debited Account for any applicable fees. Customer agrees to maintain sufficient available balances In Customer debited accounth) to cover each ACH debit transaction authorized under the Master Agreement. If Cunorri Debited Account's available balance Is Insufficient to cover any AN debit transaction authorized by the Master Agreement, Customer agrees that Bank may, in our discretion, refuse to pay and/or debit or place a hold on funds In any account maintained by Cunomerwith Bank or any AHlilate of ours and that Bank may set off against any amount owing by Customer, In order to obtain payment of Customer obligations under the Matter Agreement. 'Affiliate' means any member of its'affillated group,' as that term is defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended. In the event that Bank receives an ACH debit transaction containing an ACH Originator ID Number not lined on the Master Agreement or additional Instructions Provided by Custmmer in wilting, or Bank receives an item outside any spedfied dollar mnge for authorized payees as listed on the Master Agreement or additional Instructions provided by Customer In writing Customer agrees that Bank may return said transaction without notice to Customer with reason code R39. Corporate Customer Advises Not Authorized or with another valid Return Reason Cade as outlined In the NACHA operating rules, as applicable. Customer agrees to abide by cor roles and regulations governing Customer resounds) as stated on Customer account agreement and as amended from time to time. Bank may OR. any security measures that Bank believes are necessary (such as recording telephone conversations) without notice to Customer. Special Terms and Conditions for AM Positive Pay The Customer shall be responsible for creating and maintain the list of approved ACH originator 10 numbers and any specific dollar range fro amhoried payees within Me Online system. The Bank will make every reasonable effort to make available to the Customer for viewing ACH Exceptions by Ih45 A.M. EST. Access to the ACH Positive Pay Service will not be available poor to 8AS A.M. The Customer agrees and understands that the AN PofitMe Pay SeMce described herein is at all times condhtoned upon the corresponding operation and availablliry of those computer services and systems used In delivering said service. The Bank shall not be liable or have any rnponsibillty of any kind for any loss ar damage thereby Incurred or suffeared by the Customer in the event of any failure or Interroption of such service or ary part thereof, resulting tram the act or omission of any third party, or from any other cause not reasonably within the control of the Bank. The Customer shall review and make a pay/return decision for each ACH Eacepdm Rem and transmit sard reasons (the'Pay/fietum Instructions to the Bank by 300 P.M. EST the game business day the ACH Exception Item is made available for costumer review. In the event that the Bank does not receive the consumer Pay/Racism Instructions by3a)0 P.M. EST the Bank may return said ACH Exceptions as outlined under ACH Debit Payabow. Business Online Banking has certain vacancy features available to cgstamer to prevent unauthorized transactions as more fully outlined in the Bark's Onlhre Banking Terms and Conditions and Customer shall be responsible for implementing said security features. for security reasons, me Bank recommends that the Customer have one user make py/return decisions for ACH Exceptions and a different user approve and transmit the Pay/Return Instructions for such ACH Exceptions. Bank reserves the tight to require 30 days advance w men notice from Customer of the any intended withdrawal from or dosing any of the accounts) listed on the Set-up Form no le%than 30 days before the withdrawal is made Saving and Mary Market Omlatlon If Customers Debited Account b a savings or a money market account, tansfea to another account or to authorized third panles by pre-aummized, automatic or telephone transfers are restricted by regulation to six per calendar month or statement cycle. An excessive transfer fee will be charged for transfers In excess of six For calendar month or statement cycle. umlt of OablBty a) Dispute over Return of ACH Debit Transaction. Customer acknowledges that the return of an ACH Debit Tangactiun is subject to dispute on the part of One Sender. In the event of such a dispute the Bank most act according Of applicable laws, regulations, and the files, Including any anachmentr or appendices thereto now in effect, or as may be amended from time to time, of the National Automated Clearing House Association governing ACH transactions ('Rulei Customer hereby Indemnifies and holds Bank, Its officers, directors, shareholders, agents, employees, and Affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suns, damages, claims, liabilities and expenses (including reasonable anomey i fees) ansing from or related in anyway to the use of me servke by Customer. b) MentlRotion of AM TaMactlan to Block Customer and Bank acknowledge that ACH transactions are origimted according to certain processing Rules which require the use of an Odgmator Name and Originator Identifation Number Imbedded In the transaction to identify In source, and Hire Imbedded data N a critical component of Bank's ability to monitor for transactions which Customer desires to block. Bank shall ad In good faith to process Treasury Services Agreement —June 2019 Puge39 Customers Operatinglos[mctions. However, Kind Identifying Information In the transaction is Inconsistent on is described Inconsistently by Customer In Operating Instructions, Bank shall be held mobilexs for posting an ACH transaction to Customers account and any dispute related to such a Vansaction shall be between Customer and the Originator of the transaction. C) No Change In the Agreement Limits of Dabiliry. This Limit of Liability Section supplements the limits of Bank's liability described In fire Master Agreement, which remain In full force and effect without change. dl Rlghtto Suspend ServWes. Without liability to any parry, and without limiting any other rightor remedy available to Bonk Bank shall be entitled to cease or suspend the Service, In whole or In part, In Bank's sole and absolute discretion and with or without notice to Customer if Customer shall fail to properly perform Ra duties, obligations, and responablllues In connection with the Service, or commit cry act or omission which impairs Bank's ablllty to provide or prevents Bank from providing the Semim e) Bxamination of Amount Statements. Nothing In this Service Agreement shall be construed as relieving Customer of its normal due diligence responsibilities regarding the examination of account statements and Individual ACH Debit Transactions to detect exceptions outside the scope of the servicepmvidedto Customerhereunder. Bank shall not he liable for any loss arising from Customers failure to memise due dllipmes. 0 HoW Harmless. Customer shall accept liability to any party and hold the Bank hasmless for any damages, losses, fines, fees, taxes, legal expenses, or actions at law arising ham the return (dishonor) of any ACH Debit Transaction if such return resulted from the correct application of the Customers Operating Instructions and/or Pay/Return Interactions. g) Properly Payable Debit. Any ACH Debit Transacion that is paid In accordance with the Service shall be considered properly payable and Customer agrees that Bank shall have no Sabi liry to Customer for paying ACH Debit Transactions In accordance with the Servlre. Online Account Reconciliation Services Product Schedule Product Overview The services provided by Bank under Amount Reconciliation are provided through Rank's Business Online Banking Service and can include the following, as elected by Customer in vie Application Form for Treasury Management Services: services under Aunt Reconciliation are provided through the Banks Business Online Banking solution and an Include the following: Full Reconciliation —You transmit current reporting penod's Check Issue activity to the Bank where the Issue File Is matched to checks that have actually Geared your Account for payment. The matched check dam as well as non check trans ctions are available to you for download so you can automatically update your accounts payable system. Partial Reconciliation -A listing of paid checks that have cleared your Amount Is available to you for download which on then be for uploaded to your accounts payable system. Deposit Reconciliation - A listing of deposits posted to your account during the reporting period based an location specific deposit ticket codes are available to you for viewing or can be downloaded electronically for use In amount reconclement. Cuatpmer RespeoaibilRlas • Duality Check Assurance: Customer must provide and maintain quality checks for any add all reconciliation services. Customer must submit a sample yolded chuck for verification on Bor k's systems. Reject due to Neck quality MAY NOT will be assessed a'Reject Quality Surcharge. The'Surchargs' will commence BD days after wtifiatlen If the quality issue is not completely remNed. Service may be discontinued should these rejects continue for a period of 90 days or more, following notifiatlon and fee assessment by the Bank. • Oewnload/E-mail OBdismanCustomer agrees that once Customer has downloaded a check Image from the Bank's secured welsom, or provided CD/DVD, m after Customer has requested that Bank forward a check Image to the Customer, REMOVE THIS as an attachment to an a -mall transmission, Customer Is solely responsible for preserving the confidentiality of any such Information retrieved or sent and Customer assumes all risks involved In forwarding the check image to the Internet destination or other destination of Customers choice. • Updated list For all reconcilement aurylos the Customer is responsible for providing and maintaining an updated list of Customer personnel authorized to make pay/no pay decisions on Items to the Bank. Information provided on the set up will remain In effect until an appmprlate Customer representative otherwise notifies the Bank in writing. • Stop Payment: In order to stop payment on a check Included In the Issue File. the Customer shall deliver a stop payment order via Online Banking prior to line presentment of the Item. A cancel or void should only be used if a check has not been disbursed. Bank's system will not recognize cancels as stop payments. If a stop payment order is placed after an item has been memo posted to Banks system, the stop payment will sat he placed. • Miscellaneous: Customer acknowledges that notwithstanding the reform of chucks by the Bank in accordance with Cuatomees Instructions under this section, the Customer may be subject to claims for payment bythe payee ofany checker by a holder in due course aid check Information provided on the set up will remain In effect until an appropriate Customer rommeenmtWe otherwise notifies the Bank In writing. All nothes, commuNcatlons, and Instructions from one party to the other in connection with this Service shall be sent via the Internet to particular parties, which the recipient may amend from time to time by prior W rimen notice. omit of Liability In addition to the limits of liability set forth In the Master Agreemenh the following additional terms apply to reconcilement services. • Without liability m any paM. Bank shall be entitled to cease Account Reconciliation Services If the quality of the checks, Including the quality of the magnetically encoded characters on the face of each check, is belov a commercially reasonable standard for processing on Bank's equipment. • The term 'Full Remndllatioe should not be construed as relieving Customer of its normal due diligence responsibilities regarding the examination of mount statements and ind WWt checks to detect errors oralteatlons. Bank shall not be liable for any loss arising from Cusomers failure to invented due tllligence. • Cusmmees use of this Service or Banks receipt of information associated with NH Service does not Impose ongank any obligation or duty with respect to Customers accounts or the payment of checks, and Bank shall have no obligation ea examine or inspect any check or other item for completeness or authorization or to determine whether a check or other Item Is properly payable. Treasury Servkes Aprecmeat—June 2019 Pi 40