Treasury Management Services Product Terms and ... - … Management Services – Product Terms and Conditions Booklet - TM-301-0318 Page 3 of 52 Member FDIC there are any discrepancies

Treasury Management Services – Product Terms and Conditions Booklet - TM-301-0318

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Treasury Management Services Product Terms and Conditions Booklet

Thank you for choosing M&T Bank for your treasury management service needs. We appreciate the opportunity to serve you. If you have any questions about this Product Terms and Conditions booklet or our offering of treasury management services, please contact your Treasury Management Consultant or Relationship Manager.

This Product Terms and Conditions booklet (“Booklet”) contains product information, disclosures and product terms and conditions applicable to our treasury management services. The Product Terms and Conditions in this Booklet are incorporated into, and form a part of, the M&T Master Treasury Management Services Agreement (“Master Agreement”) that you signed with M&T for treasury management services. Part A of this Booklet sets forth Product Terms and Conditions for particular Services as set forth below, and Part B of this Booklet sets forth Product Terms and Conditions applicable to all Services. Capitalized terms that are applicable to a particular Service described below are defined in the particular Product Terms and Conditions for that Service. All capitalized terms used, but not defined in the particular Product Terms and Conditions below, shall have the meaning given them in the Master Agreement. The Product Terms and Conditions in this Booklet apply to each Account for which Client uses a Service.

Please carefully review these Product Terms and Conditions and keep a copy for your records. By using our treasury management services, you agree to be bound by these Product Terms and Conditions. These Product Terms and Conditions are effective on and from March 31, 2018, unless provided to Client by M&T prior to that date, in which case the Product Terms and Conditions will be effective on the date on which they were provided to Client, and may be amended by M&T Bank from time to time and distributed in hard copy and/or posted or sent electronically for your review. If you continue to use the Services after any such change, you will be bound by such change and will be deemed to have agreed to and accepted such change.

If you require assistance in using any of our treasury management services, please contact M&T Bank’s Commercial Service Team at 1-800-724-2240, Monday-Friday, 8am-6pm ET.

TABLE OF CONTENTS

Part A – Specific Product Terms & Conditions ........................................................................................................................................... 2 Account Reconciliation Service .................................................................................................................................................................. 2 Automated Check Payments Service ......................................................................................................................................................... 3 ACH Origination Service ............................................................................................................................................................................. 4 ACH Monitor for Direct Transmission ...................................................................................................................................................... 10 ACH Account Number Masking Service (UPIC) ........................................................................................................................................ 11 ACH Fraud Mitigation Service .................................................................................................................................................................. 11 ACH Special Reporting Service ................................................................................................................................................................. 12 ACH Monitor Payment and File History Service ....................................................................................................................................... 13 Automated Commercial Investment and Loan Sweep Service ................................................................................................................ 13 Cash Vault Service .................................................................................................................................................................................... 16 Check Block Service .................................................................................................................................................................................. 17 Check Image Service ................................................................................................................................................................................ 17 Check Management Service ..................................................................................................................................................................... 18 Commercial eStatements Service ............................................................................................................................................................ 18 Controlled Disbursement Service ............................................................................................................................................................ 19 Credit Manager Service ............................................................................................................................................................................ 20 Dodd-Frank Consumer Payment Service ................................................................................................................................................. 22 Exhibit A to Dodd-Frank Consumer Payment Service T&C ....................................................................................................................... 23 EDI Reporting Service ............................................................................................................................................................................... 24 Electronic Account Analysis Service ......................................................................................................................................................... 24 Funds Transfer (Wire) Service .................................................................................................................................................................. 25 Image Deposit Cash Letter (IDCL) Service ................................................................................................................................................ 31 Information Reporting Service ................................................................................................................................................................. 34 Lockbox Service ........................................................................................................................................................................................ 35 Mobile InfoPLU$ Service .......................................................................................................................................................................... 37 Positive Pay Service.................................................................................................................................................................................. 38 remitONE Electronic Tax Payment Service .............................................................................................................................................. 40 Remote Check Deposit (RCD) Service ...................................................................................................................................................... 42

Treasury Management Services – Product Terms and Conditions Booklet - TM-301-0318 Page 2 of 52

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Remote Safe Deposit Service ................................................................................................................................................................... 45 Zero Balance Account Service .................................................................................................................................................................. 47 Part B – Product Terms & Conditions Applicable to all Services .............................................................................................................. 48 Client Security Requirements .................................................................................................................................................................. 48 Financial Institution Clients ...................................................................................................................................................................... 49 Servicers ................................................................................................................................................................................................... 51

Part A – Specific Product Terms & Conditions

The following Part A of this Booklet sets forth additional product terms and conditions that apply to the particular Services described below. Account Reconciliation Service

These Account Reconciliation Service (“ARS”) Terms and Conditions (“T&C”) provide information on the use of the M&T Account Reconciliation Service (“Service”).

Product Description M&T offers several account reconciliation features as part of this Service to help Client manage payment reconciliation in respect of its Accounts. Those service features are: (i) Full Reconciliation, (ii) Partial Reconciliation and (iii) Deposit Reconciliation.

Definitions “Deposit Reconciliation” means a service feature that permits customers with multiple locations to make deposits into a single Account while maintaining detailed records of each deposit location. “Direct Transmission” means the submission of a Check Issue File directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s MFT, FTP, or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time). “Full Reconciliation” means complete reporting of outstanding and paid checks during the reconciliation period, through either paper or electronic media, in respect of an Account. “Partial Reconciliation” means a listing of all checks paid during the reconciliation period, through either paper or electronic media, in respect of an Account.

Terms and Conditions 1) Full Reconciliation. Under the Full Reconciliation service feature, Client must provide M&T with an electronic file of checks issued for a particular reconciliation

period (“Check Issue File”) via Direct Transmission, WebInfoPLU$, or such other method approved by M&T. The Check Issue File must be received by M&T at least one Business Day before the end of the reconciliation period. Following M&T’s receipt of the Check Issue File, M&T will provide a report to Client for the reconciliation period covered by that Check Issue File (or, if requested by Client, a file of checks paid and other data relating to issued checks). The standard report package includes: Checking Account Statement, ARS coversheet, Adjustment Schedule, Consolidated Reconciliation, Stop Payment, Miscellaneous Debit/Credit, Paid-No-Issue, Diagnostic Summary, Outstanding Settlement and Recap of Posted Items reports. Upon request from Client, M&T will provide the following reports for an additional fee: Paid Only, Unpaid Only, Float and Aged Issue Reconciliation reports. Paper ARS reports, checking account statements and cancelled checks are generally mailed to Client nine (9) Business Days after M&T receives the last Check Issue File from Client. Priority service mailing is generally five (5) Business Days after receipt of the last Check Issue File from Client and is available upon request for an additional fee. If M&T does not receive the Check Issue File from Client at least one Business Day before the end of the reconciliation period, M&T may, but is not obligated to, send to Client its relevant report(s) or check transmission file; however, those reports or files will not be reconciled. It is Client’s responsibility to provide M&T with its Check Issue File in order to receive its reports or files under this Service feature.

2) Partial Reconciliation. Under the Partial Reconciliation service feature, M&T will provide a report to Client for the requested reconciliation period (or, if requested by Client, a file of check paid data relating to issued checks for that reconciliation period). The standard report package includes: Checking Account Statement, ARS Cover Sheet, Adjustment Schedule, Stop Payment, Miscellaneous Debit/Credit, Paid Only and Recap of Posted Items reports. Upon request of Client and for an additional fee, M&T will provide a Reconciliation Diagnostic Summary Report. Paper ARS reports, checking account statements, and cancelled checks are generally mailed six (6) Business Days after the end of the reconciliation period. Priority service mailing is generally four (4) Business Days after the end of the reconciliation period and is available upon request for an additional fee.

3) Deposit Reconciliation. Under the Deposit Reconciliation service feature, Client is required to use pre-encoded deposit tickets when making check deposits. M&T will provide to Client reports regarding check deposit information by location and in the aggregate for the requested reconciliation period. The standard report package includes: Checking Account Statements, Deposit Reconciliation Detail, Deposit No Activity, Deposit Recap and Custom Deposit reports. Deposit information provided on the report includes deposit ticket serial number (location number), location title, deposit amount, date deposited and summary totals, in addition to ACH deposit information. Deposit location information can be provided to the Balance Reporting platform upon request of Client. Paper ARS reports and checking account statements are generally mailed six (6) Business Days from the end of the reconciliation period. Priority service mailing is generally four (4) Business Days and is available upon request for an additional fee. Location capture information is available for Clients who do not require deposit reports.

4) Reports. Client must select a standard report option as offered by M&T for the Service. M&T shall use commercially reasonable efforts to make available the information within the time frames identified in these T&C; however, does not guarantee any specific delivery time or date.

5) Email Confirmation of Check Issue File for Full Reconciliation. If Client wishes to send to M&T a Check Issue File for the Full Reconciliation service feature using the Direct Transmission method (and not Web InfoPLU$ or other approved method), Client must designate on a Client Election Form or other Set-Up Forms a minimum of one (1) and a maximum of ten (10) email addresses to receive an automatic email confirmation of Check Issue Files from M&T. Each time Client sends a Check Issue File to M&T via Direct Transmission, M&T will send an email confirmation to the email address(es) designated by Client. Client can, at any time, update the email addresses by updating the Client Election Form or Set-Up Form. The email confirmation from M&T will include (a) the total dollar amount of all checks in the Check Issue File and (b) the total number of checks in the Check Issue File. Client can then use the totals provided by M&T in that email confirmation to verify that those totals match the information in the Check Issue File that Client sent to M&T via Direct Transmission. If there is any discrepancy between those totals, Client must promptly contact ARP Customer Service to inform them of the discrepancy. M&T does not validate whether


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there are any discrepancies and/or notify Client of discrepancies. For security purposes, the email confirmations will be sent to Client using secure email and will require prior registration and the use of a password to open and view the email. Client’s designated email addressees must be able to access such secure emails. If any of Client’s designated email addressees cannot access those secure emails, Client must promptly inform M&T so that M&T and Client can attempt to resolve the issue. M&T does not validate control totals for Check Issue Files, even if Client attempts to send M&T emails or correspondence requesting M&T’s validation of control totals.

Automated Check Payments Service

These Automated Check Payments Terms and Conditions (“T&C”) provide information on the use of the M&T Automated Check Payment Service (“Service”).

Product Description The Service allows Clients who issue large volumes of checks each month to submit to M&T a File (as defined below) via Direct Transmission or such other means as agreed by M&T from time to time. M&T then works with a check printing vendor to print and mail the paper checks to the payees of the checks. M&T requires that Client use this Service in conjunction with the Full Account Reconciliation and/or Positive Pay services.

Definitions “Direct Transmission” means the submission of a File, instruction or other information directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s MFT, FTP, or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time), or from M&T to Client’s designated transmission platform, as the case may be. “File” means a file containing check information (including, but not limited to, serial number, payee name, check amount, mailing address, invoice information, file totals and account number). “Full Account Reconciliation” is defined in the Account Reconciliation Service T&C. “Positive Pay” is defined in the Positive Pay Service T&C.

Terms and Conditions 1) Transmission of Checks to M&T. By 6:00 p.m. Eastern Time (ET) on each Business Day, Client must transmit to M&T a File containing all data required by M&T

in order for M&T to cause to be printed and mailed any checks that Client wishes to be drawn on one or more of Client’s Accounts. Client will transmit each File to M&T in a format and by a means prescribed by M&T, which format and means M&T may change from time to time, and Client will comply with all security procedures established by M&T. M&T will cause checks to be printed and mailed in accordance with each File and these T&C.

2) Digital Signatures. Client will provide to M&T an electronic copy of the signature of an authorized signer on each Account from which checks are to be drawn in accordance with the specifications and in a format prescribed by M&T, which specifications and format M&T may change from time to time. Client authorizes and directs M&T (and/or its agents and vendors) to apply such digital signature to each check created from information contained in the Files and drawn on such Account. Client agrees that checks issued in accordance with these T&C will be deemed properly authorized by Client for all purposes.

3) Confirmation of Receipt of Files. M&T will send Client a notice via email (or such other means as the parties may agree) confirming receipt of any File M&T receives purportedly from Client (the “File Confirmation Notice”). The File Confirmation Notice will include, among other possible information: (a) the total number and dollar amount of records contained in the File, (b) the total number of requests to cancel a previously requested check contained in the File, and (c) if applicable, certain errors systematically identified with respect to the information in the File (“Errors”).

4) Default Decisions for Errors. Client will provide to M&T in the Client Election Form its default decision that M&T can rely upon when a File submitted to M&T contains Errors. A File will be considered to contain an Error if the File does not conform to M&T’s requirements or specifications as determined by M&T from time to time in its sole discretion. The User Guide for this Service may set out in further details examples of such Errors.

5) Alert of Errors. If one or more Errors are identified in a File that M&T receives from Client before 3:00 p.m. ET on a Business Day and Client has elected in the Client Election Form the ‘suspend the entire file’ default option, in addition to sending the File Confirmation Notice, M&T will endeavor to alert Client to the Errors by attempting to contact Client’s Confirmation Contact (as designated in Client Election Form or otherwise in writing) by telephone, email or as otherwise agreed upon by Client and M&T.

6) Default Options. Unless Client addresses an Error identified in a File Confirmation Notice by sending a subsequent correcting File to M&T before 6:00 p.m. ET on that same Business Day or by resolving the issue with an M&T representative over the telephone before 3:30 p.m. ET on that same Business Day, M&T will follow Client’s default instructions in the Client Election Form to either: (a) process the entire File despite the Errors, in which case checks will be printed and mailed based on the information in the File (to the extent there is sufficient information about such checks) or (b) suspend the entire File, in which case no checks requested in the File will be printed and mailed.

7) Print Confirmations. By the end of the Business Day after checks are printed and mailed on Client’s behalf, M&T (or its vendor) will send to Client via email (or such other means as the parties may agree) a confirmation that such checks have been printed and mailed (“Print Confirmation”). The Print Confirmation will include, among other possible information: (a) the total number and dollar amount of checks printed and mailed in accordance with the data in the File(s) transmitted to M&T on that Business Day and (b) the check number and dollar amount of any check requested in such File that was not printed and mailed and a brief description of the reason that such check was not printed and mailed.

8) Processing Files. M&T will endeavor to process Files it receives before 6:00 p.m. ET on a Business Day from Client on that same Business Day and will endeavor to cause checks to be printed and mailed by the end of the next day (unless the next day is a holiday recognized by M&T (or its vendor), in which case the checks will be printed and mailed by the end of the next day on which M&T (or its vendor) is open to print and mail such checks). Files that M&T receives after 6:00 p.m. ET on a Business Day or on a non-Business Day will be considered received on the next Business Day. M&T may attempt to assist Client in cancelling or amending any File transmitted to it, but M&T shall not be liable for any failure or inability to do so.

9) Use of Vendors. Client understands and agrees that M&T may use vendors, agents and subcontractors in connection with providing the Service, including applying Client’s digital signature to checks and printing and mailing checks hereunder, and expressly authorizes M&T to do so. Any reference to M&T in this T&C means M&T and/or such vendor, agent or subcontractor.

10) Liability. Client is solely responsible and liable for all checks issued, printed and mailed in accordance with these T&C and releases M&T from any liability in connection therewith. Without limiting any provisions in the Master Agreement, M&T is not liable for any Loss arising in connection with the failure to cause any check to be printed and mailed as provided in these T&C if M&T does not receive in a timely and accurate manner and in a format and by a means from time to time prescribed by M&T the data required in order for M&T to cause that check to be printed and mailed.

11) E-Mail Address. M&T shall be deemed to have sent, and Client shall be deemed to have received, any email sent to the email address that Client provides to M&T in the Client Election Form or as Client may subsequently advise M&T in writing, regardless of whether Client actually receives, views or prints such email and even if M&T has notice that the email was undeliverable.


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ACH Origination Service

These ACH Origination Service Terms and Conditions (“T&C”) provide information on the M&T ACH Origination Service (“Service”).

Product Description This Service allows Client to originate Entries in respect of its Account. Client may, with M&T’s prior approval, use a third party Servicer in connection with this Service.

Definitions All capitalized terms used but not defined in these T&C or in the Master Agreement have the meaning given to them in the Rules (as defined below): “ACH Monitor Website” means M&T’s Website, currently integrated into CSSO, that offers the ACH Monitor service. “ACH Operator” means a Federal Reserve Bank or private company that accepts ACH Files from ODFIs, sorts and distributes ACH Files to RDFIs or Gateway Operators, and effects settlement between the financial institutions that are parties to the specific transactions. “Authorized Representative” has the meaning given to that term in the Master Agreement and includes Client's TM Signers, System Administrators, signers on Accounts, Web InfoPLU$ users, Servicers and Servicer Representatives. “Book Transfer” means any electronic funds transfer made through M&T’s ACH system from one of Client’s Accounts to another of Client’s Accounts at M&T. “Credit Entry” means any credit Entry originated by Client (as originator) to debit funds from Client’s Account. “Control Totals” means a statement that includes the total dollar amount of Credit Entries and total dollar amount of Debit Entries contained in each ACH File delivered to M&T on a particular Business Day. “Direct Transmission” means the submission of a File, instruction or other information directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s MFT, FTP, or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time), or from M&T to Client’s designated transmission platform, as the case may be. “Debit Entry” means any debit Entry originated by Client (as originator) to credit funds to Client’s Account. “Effective Entry Date” means the date on which settlement of an Entry is scheduled to occur. “Entry” means an electronic payment processed through the ACH network. An entry may be a Credit Entry, Received Debit Entry, Debit Entry or Received Credit Entry. “Entry Data” means proper SEC Codes, as required by the Rules, and other information provided by Client with an Entry. “File” means any (i) file containing information relating to an Entry or Entry Data (including, if applicable, Control Totals) (“ACH File”) or (ii) if applicable, Remote Check Deposit files. “Financial Agency” means an entity that is authorized by applicable law to accept deposits or to conduct the business of issuing money orders or transferring funds. “Gateway Operator” means an ACH Operator or a Participating Depository Financial Institution (DFI), as defined in the Rules, such as the Federal Reserve Bank’s FedGlobal® ACH Payments Service, that acts as an entry point to or exit point from the United States for ACH payment transactions. “IAT Entry” or “IAT” or “International ACH Transaction” means an Entry that is part of a payment transaction involving a Financial Agency’s office that is not located in the territorial jurisdiction of the United States. “NACHA” means the National Automated Clearing House Association. “ODFI” means the Originating Depository Financial Institution, as defined in the Rules. “On-Us Entry” means an Entry created based on Payment Orders received from or on behalf of Client for credit to an account at M&T, excluding accounts at M&T held in a foreign country (i.e., Entries for which M&T serves as both ODFI and RDFI). “Payment Order” means an instruction to initiate an Entry through the ACH network. “Payment Order Security Procedures” means the Security Procedures described in these T&C. “RDFI” means the Receiving Depository Financial Institution, as defined in the Rules. “Received Credit Entry” means any credit Entry originated by a third party (as originator) and received by Client to credit funds to Client’s Account. “Received Debit Entry” means any debit Entry originated by a third party (as originator) and received by Client to debit funds from Client’s Account. “Rules” means, collectively, the Automated Clearing House rules as published by NACHA, as those rules may be amended, modified, updated or otherwise changed from time to time. “Same Day Credit Entry” means a Credit Entry that is received by M&T via a Payment Order on the same Business Day as its Effective Entry Date or that has a Same Day Indicator, as applicable and as discussed in these T&C. “Same Day Debit Entry” means a Debit Entry that is received by M&T via a Payment Order on the same Business Day as its Effective Entry Date or that has a Same Day Indicator, as applicable and as discussed in these T&C. “Same Day Entry” means a Same Day Credit Entry or a Same Day Debit Entry. “SEC Codes” means the Standard Entry Class Codes created by NACHA and used to describe Entries. “Settlement” means the actual transfer of value, or funds, between financial institutions in connection with Entries. “Settlement Date” means the date on which Settlement occurs. “Servicer” means an entity other than Client that performs any functions on behalf of Client as Client’s agent, including any “Third Party Service Provider” as defined in the Rules.

Terms and Conditions 1) M&T’s Authorization to Perform Services. Client or its Servicer will give M&T instructions regarding the initiation, acceptance, rejection and transmission of

Entries, the transfer of funds, the designation of authorized Accounts and the disposition of information for the Services. These instructions may only be changed from time to time by Client or its Servicer in accordance with these T&C. Among other things, Client authorizes M&T, at its or its Servicer’s direction, to: (a) transmit and settle Entries; and (b) credit or debit Accounts for Entries that are received or transmitted by M&T, provided Entries and Entry Data received from Client or its Servicer are

authenticated by means of the Security Procedures. Client authorizes M&T to act as an ODFI as well as an RDFI for all electronic payments that M&T processes for Client through the ACH network.

2) Compliance with the Rules. Client and its Servicer will comply with, and be bound by, the Rules as modified by these T&C. Client shall ensure that: (a) its return rates for any types of Entries (regardless of the reason for the return) are, at all times, below the rates required from time to time by the Rules or

by M&T in its discretion; (b) the quality of Entries is of a sufficiently high standard to minimize the return of Entries; and


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(c) it takes the corrective action set forth in any Notice of Change (NOC) request that Client receives in connection with an Entry. 3) Entry Data. Client or its Servicer will provide Files:

(a) for Same Day Entries, no later than the cut-off time for the transmittal of such Entries as set forth in Section 4 of these T&C on the Effective Entry Date or other date on which Client wishes to have such Entries processed, and for all other Entries, at least one Business Day prior to the Effective Entry Date;

(b) in compliance with the Rules; and (c) that conform to M&T’s formatting and other requirements (which M&T may amend from time to time, in its sole discretion, with prior notice to Client or

its Servicer). If Client or its Servicer fails to comply with any of the provisions in these T&C, M&T may, but will not be required to, process the Entries that Client or its Servicer transmits to M&T. Client and its Servicer acknowledge that non-conforming Entry Data or Entries are likely to cause delay or misdirection of payments through no fault of M&T. M&T is not required to verify Entry Data. M&T may rely on the fact that all Entry Data furnished by Client or its Servicer is accurate and conforms to the Rules.

4) Processing and Transmittal of Entries. (a) Processing of Entries. Except for On-Us Entries and rejected Entries, M&T will endeavor to:

(i) on the Business Day of M&T’s receipt of the Entry for Same Day Entries and at least one Business Day immediately prior to the Effective Entry Date for all other Entries, process Entries based on Payment Orders which M&T believes in good faith were received from Client or its Servicer and that conform with the file specifications set forth in the Rules or such other specifications as M&T agrees to accept. Without prejudicing M&T’s right to reject such Entries, Client understands that the processing of Entries may be delayed if the risk limit for such Entries as described in Section 16 below is exceeded and M&T requires additional time in order to obtain any required internal approvals or other information from Client in order to process such Entries; and

(ii) transmit Entries as an ODFI to the ACH Operator that M&T selects. For Entries (including Same Day Entries and On-Us Entries, but excluding rejected Entries), M&T shall settle the Entries in accordance with the Rules. Notwithstanding the foregoing, Client and its Servicer acknowledge and agree that:

A. Special monitoring, screening, and review procedures are required in connection with IAT Entries and completion of these procedures may delay both the availability of funds deposited into the Accounts via IAT Entries and the processing of IAT Entries (including On-Us Entries) that Client or its Servicer originate. In particular, IAT Entries will be scanned by M&T prior to processing the Entries to determine whether such Entries comply with applicable Law, including, but not limited to, the rules of the Office of Foreign Assets Control (“OFAC”). In the event a scan of IAT Entries indicates that transmittal of such Entries or the completion of the ACH transaction may violate applicable Law, including, but not limited to, OFAC rules or sanctions, M&T will suspend the IAT Entries until such Entries are determined to not violate applicable Law or as otherwise directed by applicable Law or the appropriate law enforcement authorities. All Entries in a File containing IAT Entries will be subject to the potential delay in processing discussed in this paragraph A. To avoid this delay with respect to non-IAT Entries, Client should submit separate Files – one containing IAT Entries and one containing non-IAT Entries. M&T shall have no liability to Client or its Servicer for any Losses arising from any delay in the availability of funds or in the processing or transmittal of IAT Entries caused by the special monitoring, screening, and review procedures required in connection with IAT Entries.

B. Entries that exceed $25,000 or that are IAT Entries will not be considered Same Day Entries and may not be processed by M&T on the Business Day they are received by M&T. M&T reserves the right to further restrict the SEC Codes that Client may use in order for Entries to be considered and processed as Same Day Entries. M&T shall have no liability to Client or its Servicer arising from M&T not processing such Entries as Same Day Entries. In the event such Entries are processed by M&T as Same Day Entries, M&T shall have no liability to Client or its Servicer for any Losses arising from M&T so processing such Entries. M&T reserves the right, in its sole discretion, to refuse to honor any File or Entry submitted by Client for any reason.

(b) Transmittal of Entries. (i) Same Day Entries. M&T will endeavor to transmit Same Day Entries to the ACH Operator on the Business Day of receipt of the Entries by M&T,

provided (1) Same Day Entries are received by M&T by no later than 1:00 p.m. Eastern Time on such Business Day if transmitted by Client via Direct Transmission or by no later than 12:30 p.m. Eastern Time on such Business Day if transmitted by Client via a Website, such as WebInfoPLU$ (or such other time as M&T, in its sole discretion, shall notify Client), (2) the Effective Entry Date shown in the File containing such Same Day Entries is the same as the Business Day of receipt of the Entries or the Same Day Indicator is included in the File containing such Same Day Entries or Client has selected the option for same day ACH processing, as applicable, and (3) the ACH Operator is open for business on the Business Day of receipt of the Entries by M&T.

(ii) All Other Entries. M&T will endeavor to transmit Entries to the ACH Operator prior to the Effective Entry Date shown in the File containing such Entries, provided (1) Entries are received by M&T by no later than 6:00 p.m. Eastern Time on a Business Day (or such other time as M&T, in its sole discretion, shall notify Client), (2) the Effective Entry Date is at least one (1) Business Day after the Business Day of receipt of the File, and (3) the ACH Operator is open for business on the Effective Entry Date.

(iii) For purposes of paragraphs (i) and (ii) of this subsection, Entries will be deemed received by M&T, in the case of a transmittal by electronic transmission, when the transmission and compliance with any related Payment Order Security Procedures are completed. If the timing and submission of Client’s Entries do not comport with paragraph (i) for Same Day Entries or paragraph (ii) for all other Entries, M&T will use reasonable efforts to transmit such Entries to the ACH Operator by M&T’s next processing deadline on a Business Day on which the ACH Operator is open for business. Once the Entry is accepted by the ACH Operator, it is the receiving bank’s responsibility to debit or credit the funds, as appropriate, and M&T will no longer have any control over the funds.

5) Settlement of Credit Entries and Received Debit Entries. (a) Client must have immediately available funds in its Account on each Settlement Date sufficient to cover the amount of each Credit Entry and Received

Debit Entry. M&T is authorized to debit each such Entry amount from the Account at any time on the Settlement Date as M&T, in its sole discretion, may determine. M&T has no obligation to transmit any Entry requiring a debit of funds from the Account if the Account lacks sufficient available funds. Client will be liable for the amount of M&T’s overdraft charge for each attempted overdraft, whether or not M&T pays the Entry. M&T may deduct such charge from the Account.

(b) M&T reserves the right to require Client to prefund its Account to cover the amount of Credit Entries and Received Debit Entries. In such instances, Client must ensure that the Account contains sufficient available funds to cover the full amount of such Entries prior to the time M&T receives instructions to initiate those Entries on Client’s behalf. If there are sufficient available funds, M&T will place a hold on such funds and process the Entries in accordance with these T&C. If the Account does not contain sufficient available funds, then M&T, in its sole discretion, may check again from time to time until the end of the second Business Day after the Effective Entry Date in order to determine whether there are then sufficient available funds in the Account and, if


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there are, may process the Entries; provided, M&T will have no obligation to so check for available funds or process instructions. If M&T, in its sole discretion, checks the Account for sufficient available funds and there are not sufficient available funds in the Account as of the end of the second Business Day after the Effective Entry Date, M&T will not process the Entries and Client will be required to resubmit the Entries once there are sufficient available funds in the Account if Client wishes such Entries to be processed by M&T.

(c) Client acknowledges and agrees that because IAT Entries are international transactions, they often require additional time for settlement. Settlement with the foreign receiver may take an additional one (1) to two (2) Business Days. As a result, some IAT transactions may take three (3) or more Business Days for the recipient to receive credit from the transaction. The settlement times will vary by the country to which the IAT Entries are originated. Client further acknowledges and agrees that once the IAT Entries are transmitted outside of the United States, such Entries will be subject to the laws, regulations and rules of the foreign country of receipt, including the rules applicable to that foreign country’s ACH-equivalent payment system.

6) Provisional Credit for Debit Entries and Received Credit Entries. M&T will provisionally credit the Account with the amount of each Debit Entry and Received Credit Entry and make such funds available for withdrawal in accordance with the Rules and the Master Agreement (including these T&C), subject to the retainage percentage described in Section 7 below and to M&T’s right to recover the amount of any returned, reversed or reclaimed Entries. M&T has no duty to notify Client of any such Entries received by M&T for credit of funds to the Account. Client acknowledges that, because such Entries are provisional, they are subject to refund if there is not final settlement and that such Entries are not effective as final payments unless M&T receives final settlement. If, after M&T has credited Client’s Account for any such funds, (i) an outgoing Debit Entry is returned to M&T by an RDFI for any reason, or (ii) M&T, as RDFI, fails to receive payment of a Credit Entry from the ODFI for any reason, M&T will (A) immediately reverse the credit of funds to Client’s Account and/or (B) if the Account has insufficient available funds, Client shall immediately, upon demand, reimburse M&T in the full amount of such Entry. Without limiting M&T’s other rights and remedies under the Master Agreement, any such amounts not paid to M&T immediately upon demand will accrue interest until payment in full is actually received by M&T, at the maximum interest rate permitted by applicable Law.

7) Retainage/Availability for Debit Entries. (a) In respect of any File of Debit Entries originated on Client’s behalf, for three (3) Business Days after the Settlement Date of such Debit Entries, M&T may

exercise its option to place a hold on the Account in an amount equal to (i) the aggregate amount of such Debit Entries in the File multiplied by (ii) the retainage percentage established by M&T from time to time, in its sole discretion. M&T may, without prior notice to Client, increase the retainage percentage at any time or from time to time; provided, however, in the event M&T does so, it will notify Client of the increase promptly after the effective date of the increase.

(b) As an alternative to the retainage discussed in subsection (a) of this Section, in respect of any File of Debit Entries originated on Client’s behalf, for three (3) Business Days after the Settlement Date of such Debit Entries, M&T may exercise its option to delay the availability of funds from such Debit Entries such that a percentage of such funds, as established by M&T from time to time in its sole discretion, will be made available to Client each day during the three (3) Business Day period. For the avoidance of doubt, by the end of the three (3) Business Day period, all of the funds from the Debit Entries will have been made available to Client. M&T may, without prior notice to Client, change the availability percentages at any time or from time to time; provided, however, in the event M&T does so, it will notify Client of the change promptly after the effective date of the change.

(c) To the extent permitted by law, in addition to the rights of M&T to place a hold on the Account as specified in paragraph (a) and to delay the availability of funds from Debit Entries as specified in paragraph (b) of this Section, in the event that Debit Entries initiated on Client's behalf by M&T are returned by RDFIs at a rate M&T deems excessive, M&T shall have the right, in its sole discretion, to restrict the further withdrawal of funds from the Account, in whole or in part, for up to one hundred twenty (120) days, so that funds will be available in the Account to pay any additional reimbursement claims for returned Debit Entries.

8) Rejection of Entries by M&T. M&T reserves the right, in its sole discretion, to reject any File or Entry, including in any of the following situations: (a) if the File or Entry does not conform to the Rules or M&T’s requirements or specifications; (b) if the Effective Entry Date of the Entry is more than ten (10) Business Days after the Business Day on which M&T receives the File with the Entry; (c) if the Effective Entry Date of the Entry is prior to the Business Day on which M&T receives the File with the Entry; (d) if the Effective Entry Date of the Entry is on the Business Day on which M&T receives the File with the Entry, unless (i) Client has elected to originate Same

Day Credit Entries or Same Day Debit Entries (as applicable) on the Client Election Form, (ii) M&T has approved of Client’s election to originate such Entries, (iii) Client has elected to have the Entries identified and processed based on the Effective Entry Date indicated in the File, or Client has elected to have Same Day Credit Entries or Same Day Debit Entries (as applicable) identified and processed based on the use of the Same Day Indicator in the Batch Header Record and the Same Day Indicator is included in the Batch Header Record of the File containing such Entry, or Client has selected the option for same day ACH processing, as applicable and as set forth in Section 13 of these T&C, and (iv) the Same Day Entry otherwise complies with the Rules, these T&C and M&T’s requirements or specifications, as may be changed from time to time by M&T in its sole discretion;

(e) if the Entry is an IAT Entry, unless (i) Client has elected to originate IAT Entries on the applicable Client Election Form, (ii) M&T has approved of Client’s election to originate IAT Entries, and (iii) the IAT Entry otherwise complies with the Rules, these T&C, any applicable Laws and M&T’s requirements or specifications, as may be changed from time to time by M&T in its sole discretion;

(f) if Client or its Servicer has breached any agreement with M&T, including the Master Agreement; (g) if Client or its Servicer fails to adhere to the Payment Order Security Procedures; (h) if Client has insufficient available funds or otherwise fails to comply with its Account balance or funding obligations; (i) if M&T’s exposure to settlement risk for Entries processed on behalf of Client would exceed any risk limit that M&T may assign to Client (whether or not

M&T notifies Client of such limit) as a result of transmitting the Entry; or (j) if any information in the File received by M&T does not correspond with the Entry Data in that File or the Control Totals provided by Client or its Servicer

(in which case, M&T may, in its sole discretion, either reject or correct the File or Entries within the File). M&T reserves the right to either reject or to process on its next Business Day any File or Entry with respect to which the Effective Entry Date is on the Business Day on which M&T receives the File with the Entry and any of the requirements in clauses (i), (ii), (iii) or (iv) in subsection (d) of this Section is not met. M&T will use reasonable efforts to notify Client or its Servicer of any rejection on the Business Day on which the Entry would otherwise have been transmitted to the ACH Operator or, for an On-Us Entry, the Effective Entry Date. Notwithstanding the foregoing, M&T reserves the right to reject any IAT Entry that fails the special monitoring, screening, and review procedures performed by M&T in connection with such Entries, as required by applicable Law and referenced in subsection (a) of Section 4 of these T&C, and M&T may not notify Client or its Servicer of any such rejection within the time period stated in this Section. M&T has no liability to Client arising from M&T rejecting any Entry or the fact that M&T’s notification of any rejection is not given earlier than as indicated in this Section. If M&T corrects an Entry, Client will be deemed to have delivered the Entry to M&T as M&T has corrected it and M&T shall have no liability arising from M&T correcting such Entry.

9) Request to Cancel or Amend Entries; Recovery. Neither Client nor its Servicer has the right to cancel or amend any Entry or Entry Data originated by Client or its Servicer after the Entry or Entry Data has been received by M&T. If Client requests cancellation or amendment after such time, although M&T has no duty to


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do so, M&T may assist Client or its Servicer to attempt to cancel or amend an Entry or Entry Data prior to transmitting it to the ACH Operator, or, in the case of an On-Us Entry, prior to crediting or debiting a receiver’s account, provided such request complies with the Payment Order Security Procedures, but Client understands that this may not be possible and also may require the consent of third parties. In no event will M&T have any liability if cancellation or amendment of the Entry is not effected for any reason. M&T may, but has no obligation to, assist Client in the recovery of erroneous Entries other than as required under the Rules. Client will be liable to M&T for the full amount of the Entry (and any fees or taxes in respect thereof) made in reliance upon Client’s original Payment Order instructions. Client is liable to M&T for any fees and taxes imposed by M&T or any third party related to any requested cancellation or amendment, including cancellation or amendment fees, whether or not such amendment or cancellation is successful.

10) Returns, Rejections and Notifications of Change. Except as required by the Rules, M&T has no obligation to notify Client or its Servicer of returns or rejections of Entries. In the event the Rules require notification by M&T, M&T will use reasonable efforts to notify Client or its Servicer of returns and rejections of Entries and of receipt of notifications of change within such time limits as are prescribed by the Rules, if any. For IAT Entries originated by Client, the time limits for return of such Entries are determined by the payment system rules of the foreign country to which the IAT Entries were originated and may exceed the time limits prescribed by the Rules. M&T will endeavor to process returns on the same Business Day they are received by M&T. M&T will have no obligation to retransmit a returned Entry. Client or its Servicer agrees to correct the relevant Entry Data or other aspect of any Entry promptly and in any event prior to the next Effective Entry Date for the Entry needing correction. For IAT Entries originated by Client, where the RDFI is located in a foreign country, the rules governing notifications of change apply only to the extent that the notification of change process is supported by the laws and payment system rules of the foreign country.

11) Reversal of Entries. M&T will attempt to reverse any erroneous or duplicative Entry originated by Client in accordance with the Rules, provided that Client has requested such reversal via email, in writing on Client’s official letterhead to the address provided by M&T, or in a form required by M&T, and has repaid M&T the amount of any provisional credit provided by M&T to Client with respect to any such Entry. M&T will have no obligation to retransmit a reversed Entry. Alternatively, Client or its Servicer may send reversals in the same manner in which it transmitted the Entry. Client acknowledges and agrees that reversal capabilities do not exist for IAT Entries.

12) Return Entry Fees and Fines for Rules Violations. Client will promptly reimburse M&T, and M&T may charge the Account, for: (a) any return Entry fee that is assessed against M&T by NACHA in connection with an Entry initiated on Client’s behalf through M&T that is returned by an

RDFI as unauthorized or for any other reason (and Client understands that any such return fee may differ depending upon whether the Entry is returned as unauthorized or for some other reason); and

(b) any fine or fee that is assessed against M&T by NACHA in connection with a Rules violation by M&T that is, in turn, attributable to: (i) any act or failure to act by Client or its Servicer that (A) is a violation of the Rules by Client, M&T or any other person, (B) is in breach of the Master

Agreement, or (C) relates to a failure to conform to M&T’s formatting or other requirements for Entries and Entry Data; or (ii) any information that Client or its Servicer provided to M&T that is incorrect or incomplete.

13) Same Day Entries. (a) M&T may, in its sole discretion, allow Client or its Servicer to originate Same Day Credit Entries or Same Day Debit Entries, which M&T will endeavor to

process and transmit to the ACH Operator on the same Business Day on which such Entries are received by M&T from Client. Client or its Servicer shall not be authorized to originate Same Day Credit Entries and/or Same Day Debit Entries and M&T will not process and transmit any such Entries received as such from Client or its Servicer unless Client first elects to originate such Entries on a Client Election Form and M&T approves of Client’s election. The approval by M&T of any such Client election with respect to the origination of Same Day Credit Entries and/or Same Day Debit Entries may be withheld by M&T in its sole discretion for any reason.

(b) Internet Based Transmission of Same Day Entries. If Client or its Servicer elects to transmit Same Day Entries to M&T through a Website (such as WebInfoPLU$), Client or its Servicer must select, in connection with each File containing such Entries, the option for same day ACH processing. If Client or its Servicer does not select the option for same day ACH processing, the submitted Entries will not be processed as Same Day Entries.

(c) Direct Transmission of Same Day Entries. If Client or its Servicer elects to transmit Same Day Entries to M&T via Direct Transmission, Client will be required to designate on a Client Election Form one of the following fields appearing in the Batch Header Record as the field that will be used by Client, and relied upon by M&T, to identify an Entry as a Same Day Entry: (i) Effective Entry Date. If Client selects the Effective Entry Date as the field to be used to identify an Entry as a Same Day Entry, Client acknowledges

and agrees that M&T may rely solely upon the date entered in the Effective Entry Date field in the Batch Header Record of the File containing the Entry to determine whether the Entry is intended by Client to be a Same Day Entry. Client acknowledges that in order to identify an Entry as a Same Day Entry under this option, Client would need to enter as the Effective Entry Date for the Entry the date on which Client transmits the File containing the Entry to M&T.

(ii) Same Day Indicator. If Client selects the Same Day Indicator to be used to identify an Entry as a Same Day Entry, Client acknowledges and agrees that M&T may rely solely on the presence or absence of the Same Day Indicator in the Company Descriptive Date field in the Batch Header Record of the File containing the Entry, rather than the Effective Entry Date, to determine whether the Entry is intended by Client to be a Same Day Entry. Client acknowledges that in order to identify an Entry as a Same Day Entry under this option, Client would need to enter the following information in the Company Descriptive Date field in the following format: SDHHMM, where the “SD” denotes the intent for Same Day processing and settlement and “HHMM” denotes the hours/minutes corresponding to the desired settlement time, which must be 5:00 p.m. Eastern Time (or “1700”) for Same Day Entries pursuant to the Rules.

(d) M&T may, in its sole discretion, permit Client to originate Same Day Entries on an exception basis, even though Client has not previously elected to originate such Entries or M&T has not previously approved of Client’s election to originate such Entries. M&T may, in its sole discretion, process Entries received from Client as Same Day Entries on an exception basis, even though Client has not previously elected to originate such Entries, M&T has not previously approved of Client’s election to originate such Entries, or Client has entered a past or future date as the Effective Entry Date or has not entered the Same Day Indicator or has not selected same day ACH processing, as applicable. In the event M&T permits Client to originate Same Day Entries on an exception basis or processes Entries received from Client as Same Day Entries on an exception basis, Client hereby authorizes M&T to do so and agrees that M&T shall have no liability to Client or its Servicer for any Losses arising from M&T so processing such Entries.

14) International ACH Transaction (IAT) Entries. M&T may, in its sole discretion, make available to Client or its Servicer the ability to originate IAT Entries. In the event M&T does this, in order for Client or its Servicer to begin originating IAT Entries and in order for those Entries to be processed and transmitted as such by M&T, Client must elect to originate IAT Entries on the applicable Client Election Form and M&T must approve of Client’s election. The approval by M&T of any such Client election may be withheld by M&T in its sole discretion for any reason. Client acknowledges and agrees that: (a) All Entries that are part of a payment transaction that involves a Financial Agency’s office that is not located within the territorial jurisdiction of the United

States must be identified using the IAT (International ACH Transaction) SEC Code and must comply with the IAT formatting requirements set forth in the Rules. Any such Entries that do not use the IAT SEC Code or comply with all of the IAT formatting requirements will be rejected by M&T, the ACH


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Operator, or the Gateway Operator. M&T shall have no liability to Client or its Servicer for any Losses arising from the rejection of Entries or Files because of Client’s or its Servicer’s failure to use the IAT SEC Code or to comply with all of the IAT formatting requirements.

(b) The ability to originate IAT Entries may be limited by M&T to the origination of Credit Entries only. M&T reserves the right to restrict the foreign countries to which or from which Client may originate IAT Entries.

(c) M&T may select, in its sole discretion, the Gateway Operator that will act as the entry point to or exit point from the United States for IAT transactions. This Gateway Operator may be, but is not limited to, the Federal Reserve Bank’s FedGlobal® ACH Payments Service (“FedGlobal”). If M&T chooses to use FedGlobal as the Gateway Operator and if Client originates IAT Entries that involve the conversion of the denominated currency of Client’s Account to a foreign currency, such conversion may be performed by FedGlobal at the exchange rate determined by FedGlobal. Information regarding the applicable exchange rate is published by FedGlobal on its website. The exchange rate applied to an IAT Entry will vary according to the country to which the Entry is originated, and daily exchange rates will vary according to market dynamics. M&T has the right to rely on Client’s statement in its IAT Entry as to the currency in which it wishes to send the ACH payment. If Client’s statement as to such currency is incorrect (e.g., if Client requests that M&T send the ACH payment in a particular foreign currency, but the recipient’s account is in a different currency) and FedGlobal, another Gateway Operator, or a foreign RDFI carries out a currency conversion after M&T transmits the IAT Entry, M&T will not be liable for any Losses resulting from such currency conversion. If FedGlobal, another Gateway Operator, or a foreign RDFI converts the ACH payment into a different currency, the rate of exchange will be a rate determined by that Gateway Operator or foreign RDFI, or a rate set by the government of the foreign country, any subdivision thereof, or its central bank, as the case may be, unless the recipient or Client makes other arrangements directly with that Gateway Operator or foreign RDFI. Client assumes and bears all transactional, sovereign, and other risks incurred in connection with IAT Entries, including, without limitation, fluctuation in exchange rates in connection with any return.

(d) Notwithstanding any other provision of this Agreement, M&T will not be liable for any Losses incurred by Client that arise from or relate to M&T’s failure or refusal to complete an IAT transaction.

(e) IAT Entries may not be originated to send Remittance Transfers (i.e., electronic transfers of funds requested by consumers for payment to recipients located outside the United States), and Client represents and warrants that all IAT Entries originated by Client or its Servicer are exclusively for Client’s business purposes and are not for personal, family, or household purposes.

15) Data Retention. Client and its Servicer each agrees that it will retain: (a) Entry Data in a format that permits the remaking of Entries for seven (7) Business Days following the date of their transmittal by M&T; and (b) customer authorizations and records on which Entries are based (in accordance with the Rules) for at least seven (7) years after termination of the

respective authorization. Client and its Servicer shall, upon M&T’s request, promptly furnish to M&T such Entry Data and other customer authorizations and documents subject to such retention requirements.

16) Risk Limit. M&T may establish a risk limit for settlement risk exposure in regard to the aggregate amount of outstanding Entries that M&T has processed for Client but that have not yet settled. M&T reserves the right, in its sole discretion, to reject or process Entries received from Client or its Servicer that would cause the amount of these outstanding but not yet settled Entries to exceed this limit. M&T shall have no liability to Client or its Servicer arising from M&T rejecting or processing Entries received from Client or its Servicer that would cause the amount of outstanding Entries that have not yet settled to exceed the risk limit established by M&T or arising from any delay in the processing of any File or Entry, including a delay that prevents a Same Day Entry from being processed and transmitted on the Business Day on which it is received, that results from M&T’s assessment of that File or Entry in relation to the applicable risk limit established by M&T. Upon request, M&T may advise Client of the risk limit then applicable to Client’s Account. The risk limit with respect to Client’s Account may be changed by M&T at any time and from time to time, in its sole discretion. M&T is not obligated to advise Client of such risk limit.

17) Eligible ABA Numbers. An Entry originated on behalf of Client must include the ABA number of the RDFI (or an equivalent identifying number of the foreign Financial Agency or foreign RDFI) that will receive the Entry. M&T will review ABA numbers solely on the basis of ACH records available to it. M&T will use reasonable efforts but shall have no obligation to inform Client or its Servicer of any invalid or incorrect ABA numbers discovered by M&T. M&T will not review the equivalent identifying numbers of foreign Financial Agencies or foreign RDFIs.

18) Use of Servicers. For the avoidance of doubt, the provisions set forth in the “Servicers” section in Part B of this Booklet below shall apply to the use of any Servicer in connection with the Service. In addition, any File, Entry or Entry Data received by M&T purportedly from the Servicer as agent for Client will be conclusively deemed to have been authorized by Client, for purposes of the Master Agreement, the Rules and Article 4A of the Uniform Commercial Code.

19) Third Party Sender. If Client is a Third Party Sender (as defined in the Rules) and aggregates other parties’ files and originates transactions on behalf of non-M&T customers: (a) prior to Client using the Service hereunder, Client must (i) obtain M&T’s prior written consent to Client acting as a Third Party Sender and (ii) enter into a

written third party sender agreement with M&T on such terms and conditions as determined by M&T in its sole discretion; and (b) M&T reserves the right, prior to providing any such consent and periodically thereafter, among other things, to conduct enhanced due diligence and

impose additional requirements on Client and its customers. (c) Client understands that M&T is required to notify NACHA that Client is a Third Party Sender and to report certain information to NACHA under the Rules.

20) Payment Order Security Procedures. M&T is authorized to execute, and Client and its Servicer expressly agree to be bound by, any Payment Order and associated Entry, whether or not authorized, issued in Client’s name that is accepted by M&T in accordance with the applicable Security Procedures chosen by Client or its Servicer as set forth below for the payment order method selected by Client or its Servicer on a Client Election Form or otherwise, and to debit the identified Account for the amount of the requested File. Client or its Servicer may transmit Payment Orders using any of the methods set forth below (as may be amended from time to time by M&T in accordance with the Master Agreement), except with respect to IAT Entries, in which case M&T may, in its sole discretion, require Client to transmit such Entries to M&T using the Direct Transmission method, and, in any such case, elect to use the applicable Payment Order Security Procedures associated with such method. Additional information on these transmission methods and their use is contained in the applicable ACH User Guides that M&T makes available to Client. (a) System Administrator and Users. Regardless of the transmission method or Security Procedure used, Client must designate an individual to serve as its

System Administrator. Depending upon which transmission method and Security Procedure is used, this System Administrator or another Authorized Representative of Client must designate and set up all other Authorized Representatives authorized to access information and transmit Files, Entries, Entry Data and other ACH information to M&T (including setting up profiles, delegating privileges and establishing restrictions on each user’s authority).

(b) Internet Based Transmission. If Client or its Servicer elects to transmit ACH Files to M&T through a Website (such as WebInfoPLU$), M&T will provide a token device for each Authorized Representative authorized to transmit ACH Files through the Website, and this token device must be used each time an Authorized Representative wishes to transmit ACH Files through the Website. To transmit ACH Files through the Website, the Website must be accessed through (i) a log-in user ID and password, (ii) the use of the token device, and (iii) any other security procedures made available by M&T from time to time for transmitting ACH Files through the Website (“Internet Security Procedures”); provided that the Internet Security Procedures do not include the use of


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a token device for Book Transfers (other than Book Transfers performed through the ACH module of WebInfoPLU$, which do require the use of a token device). Client and its Servicer elect to use, and agree to the terms of, the Internet Security Procedures. Client and its Servicer acknowledge and agree that the Internet Security Procedures are commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of ACH Files received by M&T apparently from Client or its Servicer in connection with any such transmission.

(c) Direct Transmission. If Client or its Servicer elects to transmit ACH Files to M&T via Direct Transmission, Client and its Servicer elect to use, and agree to the terms of, the Payment Order Security Procedures applicable to Direct Transmission as described in this Section (“Direct Transmission Security Procedures”). Client or its Servicer will transmit ACH Files in the format required under the Rules and shall send Control Totals (defined below) to M&T by one of the means described in Section 20(d) below. Client and its Servicer acknowledge and agree that the Direct Transmission Security Procedures (including the Control Total Security Procedures) described below are commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of ACH Files received by M&T apparently from Client or its Servicer in connection with any such transmission. (i) Direct Transmission via FTM. M&T will provide Client or its Servicer with: (a) identifying information about a secure site for file transmission (the

“File Transmission Site”) to which Client or its Servicer will connect to send its Files via Direct Transmission (FTM), and (b) a user ID and password to enable Client’s or its Servicer’s system to transmit Files to the M&T File Transmission Site. Client or its Servicer must send its Files to the File Transmission Site using its user ID and password.

(ii) Direct Transmission via MFT/FTP. M&T will provide Client or its Servicer with: (a) identifying information about the M&T File Transmission Site to which Client or its Servicer will connect to send its Files via Direct Transmission (MFT/FTP), and (b) a user ID and password to enable Client’s or its Servicer’s system to transmit Files to the M&T File Transmission Site. Client or its Servicer must send its Files to the File Transmission Site using its user ID and password and make use of a secondary means of File authentication (i.e., Internet Protocol (IP) address validation). If Client chooses not to use M&T’s File Transmission Site and to, instead, host the Direct Transmission (MFT/FTP) connection on its own server, Client must provide M&T with additional information to enable M&T to authenticate and securely communicate with Client’s server so that Client’s Files can be transmitted to M&T, including, but not limited to, IP address, port, and user ID and password.

(d) Control Totals. (i) The Control Total security procedures described in this Section (“Control Total Security Procedures”) shall apply as follows:

A. For Website (e.g., WebInfoPLU$) - M&T may, from time to time, offer Control Total Security Procedures for transmitting ACH Files to M&T through a Website (e.g., WebInfoPLU$), which Client or its Servicer can elect to utilize by notifying M&T in writing. If offered by M&T and so elected by Client or its Servicer, the Control Total Security Procedures described below shall apply. M&T may, at any time, cease offering such Control Total Security Procedures for the Website, in which case Client acknowledges that the Internet Security Procedures described above are, nevertheless, commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of ACH Files received by M&T apparently from Client or its Servicer in connection with any such transmission.

B. For Direct Transmission – Client or its Servicer must use the Control Total Security Procedures described below. (ii) On the same Business Day but prior to sending the ACH File to M&T, Client or its Servicer will send to M&T the Control Totals associated with such

ACH File via either the Voice Activated Response Unit (“VRU”) or the ACH Monitor procedure described below. If M&T does not receive these Control Totals prior to receiving the associated ACH File, M&T may not be able to process the Entries contained in the ACH File and will not be liable in respect thereof.

(iii) If Client or its Servicer elects to transmit Control Totals to M&T via M&T’s ACH Monitor Website service, Client’s or its Servicer’s user will access the designated M&T Website and will key in: (A) a user name or personal identification number and a password and (B) Control Totals relating to the transmitted ACH File(s).

(iv) If Client or its Servicer elects to transmit Control Totals using M&T’s VRU, Client’s or its Servicer’s user will call M&T’s VRU using a touch-tone telephone and will key in: (A) a pass code and a personal identification number and (B) Control Totals relating to the transmitted ACH File(s).

(v) M&T will compare the Control Totals submitted by Client or its Servicer with the ACH File transmitted to M&T. If the Control Totals match the total dollar amount of Credit Entries and total dollar amount of Debit Entries sent in the ACH File, M&T will process the ACH File through the ACH network. Otherwise, the ACH File will not be processed and Client will be required to resend the ACH File to M&T or modify the Control Totals to match the ACH File or resubmit Control Totals that match the ACH File through VRU. If the Control Totals are submitted to M&T after the ACH File is received by M&T, the ACH File may suspend with an “unmatched” status.

(vi) Client and its Servicer agree that the Control Total Security Procedures are commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of a File received by M&T apparently from Client or its Servicer in connection with any such transmission.

(e) Remote Check Deposit. If Client enrolls in M&T’s remote check deposit (“RCD”) service and requests that M&T convert certain scanned checks into ACH Debit Entries, Client agrees that the transmission and verification of Client’s check information to M&T will be governed by the security procedures set forth in the RCD Product Terms and Conditions (“RCD Security Procedures”), the Rules and other terms of the Master Agreement. Client agrees that the RCD Security Procedures are commercially reasonable for the transmission of Files to M&T and for verifying the authenticity of a File received by M&T apparently from Client or its Servicer in connection with any such transmission.

(f) Client Security Requirements. For the avoidance of doubt, the provisions set forth below in the “Client Security Requirements” section in Part B of this Booklet also shall apply to the use of the Service. Servicer shall comply with Client’s obligations set forth in that section as if it were Client.

21) Additional Procedures. In addition to the agreed-to Payment Order Security Procedures chosen by Client as described in Section 20 above, M&T reserves the right, at its sole option, but without obligation of any kind, to (i) implement or require additional security procedures and/or (ii) offer other additional security procedures that Client or its Servicer may select (each, an “Additional Procedure”). M&T reserves the right, in its sole discretion, at any time to change and/or cease any such Additional Procedures and to implement or require any other Additional Procedures. While M&T reserves the right to implement or require Additional Procedures, any decision to do so is in M&T’s sole discretion and nothing in these T&C or otherwise shall impose on M&T any duty or obligation to do so. The implementation of any Additional Procedures does not, in any way, impose on M&T any duty or obligation to verify that the individual(s) who authorized the relevant File, Entry or Entry Data was authorized to do so or that the amount of the Entry or any other Entry Data is correct. Regardless of whether or not M&T implements or requires an Additional Procedure in respect of any File, Client and its Servicer hereby acknowledge and agree that the Payment Order Security Procedures described in Section 20 above are commercially reasonable for the transmission of Files to M&T and for verifying the authenticity of ACH Files received by M&T purportedly from Client. (a) Website. Regardless of any other provision in these T&C, M&T reserves the right, at its sole option, but without obligation of any kind, to use Additional

Procedures in connection with Client’s use of a Website to deliver Payment Orders, such as out-of-band authentication processes. In the event M&T so requires any such Additional Procedures, Client acknowledges that it elects to use, and agrees to the terms of, such Security Procedures.

(b) Call Back Verification. Regardless of any other provision in these T&C, M&T reserves the right, at its sole option, but without obligation of any kind, to (i) call back any of Client’s or its Servicer’s Authorized Representatives by telephone to verify the authenticity or accuracy of any File or Entry received by


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M&T apparently from Client or its Servicer and (ii) reject and/or hold any File or Entry that M&T cannot verify to its satisfaction by the close of business on the Business Day the File or Entry is received (“Call Back Verification”). M&T is not responsible for any delay in the processing of any File or Entry, including a delay that prevents a Same Day Entry from being processed and transmitted on the Business Day on which it is received by M&T, resulting from M&T’s inability to reach Client’s or its Servicer’s Authorized Representative to verify the authenticity or accuracy of any such File or Entry. M&T is not responsible for good faith errors resulting from a misunderstanding of any telephone, written or other instruction.

(c) Dual Authorization. M&T strongly recommends that Client utilize any secondary approval procedures made available through any Website (such as WebInfoPLU$) or other Internet application (such as the Mobile InfoPLU$ Service), including for originating Entries or for creating or maintaining ACH origination profiles. Regardless of any other provision in these T&C, with respect to any File or Entry delivered to M&T through any such Internet application, M&T reserves the right, in its sole discretion, to (i) require that any such File or Entry that M&T receives must be initiated using one User ID assigned to a representative of Client and then approved (authorized) using a different User ID assigned to a representative of Client (“Dual Authorization”) and (ii) reject any File or Entry that does not receive Dual Authorization. In the event M&T so requires such Dual Authorization, then Client and its Servicer acknowledge that it elects to use, and agrees to the terms of, such Security Procedures. Although Dual Authorization is a helpful tool, neither it, nor any other security tool, can guarantee security, including, for example, if two sets of User IDs and login credentials are compromised, if a user is created with the authority to initiate and approve, or if fraudulent users are established.

(d) Other Security Options: From time to time, M&T may, at its sole option, but without obligation of any kind, offer other additional security limits, controls and options that Client or its Servicer can implement. Client and its Servicer agree that the following security options currently offered by M&T are commercially reasonable for Client and that, if Client or its Servicer does not set up or comply with such security options, Client will be deemed to have refused such security options. In such case, the Payment Order Security Procedures selected and agreed by Client in Section 20 above will be deemed commercially reasonable. (i) Email alerts for ACH Files through the ACH Monitor Service. (ii) Daily WebInfoPLU$ transfer limits for WebInfoPLU$ users and daily limits for each ACH File initiated through WebInfoPLU$, all of which can be

selected by Client through WebInfoPLU$. Client may contact M&T for any assistance in setting up those limits. Client acknowledges that, if it selects such a limit, it must regularly review any such limit to ensure that the limit reflects Client’s needs, risks, and circumstances.

(iii) For WebInfoPLU$, Control Totals that Client or its Servicer can establish through VRU for Files transmitted through WebInfoPLU$. M&T RECOMMENDS THAT CLIENT SET UP AND IMPLEMENT THE ABOVE-MENTIONED ADDITIONAL SECURITY LIMITS, CONTROLS AND OPTIONS, AS WELL AS ANY OTHER OPTIONS THAT M&T MAY, FROM TIME TO TIME, NOTIFY CLIENT ABOUT. CLIENT UNDERSTANDS THAT ITS FAILURE TO SET UP AND IMPLEMENT SUCH OPTIONS INCREASES CLIENT’S EXPOSURE TO, AND RESPONSIBILITY FOR, UNAUTHORIZED OR FRAUDULENT TRANSACTIONS.

22) Cooperation. Client and its Servicer agree to cooperate promptly and fully in investigating any claim asserted by any person, including any other financial institution, arising out of any Entry or Entry Data processed by M&T for Client.

23) Client’s Representations and Warranties and Responsibilities. In addition to the representations and warranties that Client makes in the Master Agreement, Client makes all of the same warranties to M&T as are required of M&T under the Rules, with the exception of the warranties made by M&T with respect to its powers as a financial institution. Without limiting the foregoing, Client and its Servicer also represent and warrant to M&T and agree that: (a) Client and its Servicer have taken all actions and satisfied all conditions that are required under the Rules in order to originate each Entry received by M&T; (b) each designated Receiver of an Entry received by M&T from Client or its Servicer has authorized the Entry and the crediting or debiting of its account, as

applicable, in the amount and on the Effective Entry Date shown on such Entry; (c) each authorization will be in effect at the time of execution of the Entry by M&T and the authorization of an IAT Entry complies with the laws and payment

system rules of the foreign receiving country; (d) Client’s ACH transactions comply with all applicable Laws including, without limitation, the Laws administered by OFAC and the Financial Crimes

Enforcement Network and the Unlawful Internet Gambling Enforcement Act; (e) Client and its Servicer will comply with the Rules as in effect from time to time, including, without limitation, the provisions of the Rules requiring delivery

of notice to counterparties that payment of an Entry by an RDFI to the Receiver is provisional and subject to refund unless the RDFI receives final settlement for such Entry, and the Rules applicable to IAT Entries and the foreign payment system rules regarding authorization of IAT Entries; and

(f) the representative delivering the Payment Order to M&T on behalf of Client or its Servicer is duly authorized to execute and deliver the Payment Order to M&T, and to bind Client to the Agreement and these T&C.

For each Entry, the foregoing warranties will be effective as of the time the relevant Entry is processed by M&T. In addition to the indemnification Client provides to M&T in the Master Agreement, except to the extent prohibited by, or contrary to, applicable law or regulation (including UCC-4A), Client hereby releases, indemnifies, defends (if M&T, in its sole discretion, elects to have Client defend) and holds harmless M&T from and against any and all Losses suffered or incurred by M&T, whether involving a direct claim brought by M&T against Client and/or a third party claim, which directly or indirectly results from, relates to, arises out of or is in connection with (i) M&T’s acceptance of a Payment Order, processing of an associated Entry or the Services performed by M&T hereunder and/or (ii) any fines, charges or penalties of any nature levied or assessed on or against M&T by NACHA or other person as a result of M&T’s acceptance of any Payment Order and/or transmission of the associated Entry (including any fees, costs and disbursements of experts, professional advisors and attorneys engaged by M&T in connection with any cause of action, claim, demand, lawsuit and/or proceeding involving such fine, charge or penalty), in each case, except to the extent of actual loss caused directly by M&T’s gross negligence or willful misconduct in performing the Agreement (and M&T shall be conclusively deemed not to have been grossly negligent and not to have engaged in willful misconduct if (i) M&T has followed the Security Procedures as expressly required of M&T in the Agreement for the relevant Payment Order or if Client has not followed any Security Procedures required of Client under the Agreement in connection with this Service, or (ii) if the Payment Order was actually authorized by or on behalf of Client or if Client is otherwise bound under the law of agency, whether or not the Security Procedures were followed).

24) Audit Rights. Client and its Servicer shall permit M&T and its authorized representatives: (a) to visit and inspect any of Client’s or its Servicer’s properties; (b) to examine and make excerpts from Client’s or its Servicer’s books and records that relate to compliance with the Rules; (c) to audit Client’s or its Servicer’s compliance with the Rules; and (d) to discuss Client’s transactions and accounts with Client’s or its Servicer’s Authorized Representatives, all in such detail and at such times and as often as

M&T may reasonably request; provided, however, that M&T will give Client or its Servicer reasonable notice prior to any visitation, inspection or audit. M&T will bear the costs of any such visitation, inspection or audit.

ACH Monitor for Direct Transmission

These ACH Monitor for Direct Transmission Terms and Conditions (“T&C”) provide information on the M&T ACH Monitor for Direct Transmission Service (“Service”).


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Product Description M&T offers the following separate features that Client can elect as part of the Service: (i) Control Total Reporting, (ii) Payment and File History, (iii) Payment Schedules, and (iv) File Monitoring. Through this Service, using the ACH Monitor Website, Client is able to manage and research its ACH Files. The Service can only be used by Client if it is originating ACH payments using Direct Transmission. Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, ACH File, ACH Monitor Website, Control Totals, Credit Entry, Debit Entry, Direct Transmission, Direct Transmission Security Procedures, and Entry.

Terms and Conditions 1) Control Total Reporting. This feature allows Client to submit Control Totals to M&T through the ACH Monitor Website. Client must submit such Control Totals

to M&T prior to Client’s transmission of the corresponding ACH File to M&T for processing. M&T will compare the Control Totals to the corresponding ACH File. If the Control Totals match the total dollar amount of Credit Entries and total dollar amount of Debit Entries sent in the corresponding ACH File, M&T will process the ACH File through the ACH network. Otherwise, the ACH File will not be processed and Client will be required to resend the ACH File to M&T or modify the Control Totals to match the corresponding ACH File. If the Control Totals are submitted to M&T after the ACH File is received by M&T, the ACH File may suspend with an “unmatched” status. If Client is originating ACH Files using Direct Transmission, Client is required to provide M&T with Control Totals as part of the Direct Transmission Security Procedures described in the ACH Origination Service T&C.

2) Payment and File History. This feature allows Client to research the details of Entries that Client has originated in respect of its Account. Client can review the status and details of its originated Entries and ACH Files. In addition, Client will be able to access available details on received Entries.

3) Payment Schedule. This feature allows Client to establish reminder email notifications of its anticipated originated Credit Entry or Debit Entry activity for the upcoming year in advance. Client also has the option to request email notifications when any such originated Entry is submitted that was not previously scheduled or when a payment is not submitted as scheduled. This feature does not impose on M&T any obligation to affect any Entry that is the subject of an email notification. If Client wishes to affect any such Entry, Client must submit such Entry in accordance with the ACH Origination Service T&C.

4) File Monitoring. This feature allows Client to receive all or selected email notifications on the status of a submitted ACH File. Events that will trigger a notification include receipt of an ACH File, an ACH File is processed, or an ACH File is not processed due to an error. The notifications provide Client with specific payment details that Client may reference and validate.

5) E-Mail Notifications. Client understands that email transmissions may be unsuccessful. Therefore, Client acknowledges the need to regularly (and, in any event, daily) log onto the Service for accurate information regarding its Accounts.

6) Audit Reporting. Client’s System Administrator(s) for the ACH Monitor Website will have the ability to create audit reports that show the activities of all of Client’s ACH Monitor users. These reports may include information concerning users logging into and out of the Website and users adding, modifying or deleting any ACH Monitor records (e.g., Control Totals).

ACH Account Number Masking Service (UPIC)

These ACH Account Number Masking Service (UPIC) Terms and Conditions (“T&C”) provide information on M&T’s ACH Account Number Masking Service (UPIC) (“Service”).

Product Description M&T offers this Service for a Client that receives credit payments to its Accounts through the ACH network. This Service involves the assignment of a unique number and routing/transit number (together, the Universal Product Identification Code, “UPIC”) to Client’s Account. Client can then provide the UPIC to its vendors and third parties that wish to send payments to Client’s Account through the ACH network. The purpose of the UPIC is to mask Client’s actual Account number and routing/transit number from its vendors and third parties that send payments to its Account. The UPIC cannot be used by third parties that wish to initiate Debit Entries (to debit funds from Client’s Account). Client also cannot use the UPIC as the Account number for its commercial deposit account for any purpose other than Received Credit Entries.

Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, Debit Entry, and Received Credit Entry.

Terms and Conditions 1) Notification to Vendors. Client may notify its vendors and other third parties that wish to send payments to Client’s Account through the ACH network of the

UPIC number (instead of the actual Account number and routing/transit number). Each such vendor or third party may use the UPIC number provided by Client when making payments to the Account using the same ACH format as used for ordinary payments to the Account. If a vendor or third party sends a payment to the Account number after this Service has been established, M&T will continue to honor those payments. Client may still receive Received Debit Entries (for funds to be debited from Client’s Account) using the actual Account number and routing/transit number.

2) Debit. The Service will allow a vendor or third party that wishes to reverse a Received Credit Entry that is received by Client to use the UPIC number for such reversal in order to debit such funds from Client’s Account for purposes of such reversal.

3) Business Materials. Client will modify its website, invoices, brochures and other appropriate business materials with the UPIC number prior to the commencement of the Service.

ACH Fraud Mitigation Service

These ACH Fraud Mitigation Service Terms and Conditions (“T&C”) provide information on the M&T ACH Fraud Mitigation Service (“Service”) for Received Debit Entries (being ACH Debit Entries received by Client to debit funds from its Account).

Product Description M&T offers the following two features that Client can elect as part of the Service: (a) ACH Monitor Fraud Review and Approval Service (Debit Filter): This feature provides Client with the ability to decide whether a Received Debit Entry that does

not match the authorizations established by Client in the ACH Monitor Website should be honored. If a Received Debit Entry is presented for payment of funds out of Client’s Account that does not appear as authorized according to the information in Client’s Authorization Database (defined below), such Received Debit Entry will be returned unless Client elects to permit it. Client also may elect to receive notifications regarding Received Debit Entries that M&T receives with respect to Client’s Account.


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(b) ACH Debit Block: This feature provides Client with the ability to block any Received Debit Entry to its Account that is not generated internally by M&T. If a Received Debit Entry is presented against Client’s Account from an organization other than M&T, such Received Debit Entry will be returned.

Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, ACH Monitor Website, Control Totals, Entry, Received Debit Entry, and Rules.

Terms and Conditions 1) Authorization Database.

ACH Monitor Fraud Review and Approval Service (Debit Filter) (a) Client will create and maintain a database on the ACH Monitor Website for each Account for which Client elects the Service (the “Authorization

Database”). The Authorization Database will contain information required by M&T to perform the Service, including the organizations that are permitted to submit Received Debit Entries for payment of funds out of Client’s Account. Client will maintain information pertaining to each organization that Client has authorized to debit its Account, including the Company ID, authorization start date, and such other information as M&T may reasonably request from time to time. Client also may elect to include available optional criteria in the Authorization Database for an Account, such as authorization expiration dates, maximum dollar caps on Entries, or limits on the number of times an organization may submit Entries. Client accepts full responsibility for maintaining and updating the Authorization Database as it deems appropriate and is solely responsible for ensuring that all information it includes in the Authorization Database is accurate, appropriate, and timely updated to meet Client’s needs. If Client inputs inaccurate information into the Authorization Database, the authorized Received Debit Entry may be returned, or the unauthorized Received Debit Entry may be permitted. If Client does not input any information into the Authorization Database, all Received Debit Entries that M&T receives will be returned, except as provided in Sections 2 and 5 below. Client hereby waives any claim of wrongful dishonor or return or wrongful payment or acceptance associated with any Received Debit Entry that is returned or any Received Debit Entry that is paid or accepted as a result of M&T’s reliance on the information in the Authorization Database.

(b) Each Received Debit Entry that M&T receives for payment from Client’s Account will be returned unless it is (i) authorized based on the information in the Authorization Database at the time the Entry is received by M&T, (ii) decisioned to be accepted as outlined in Section 2 below, or (iii) deemed authorized as provided in Section 5 below. Each Received Debit Entry that is authorized based on the information in the Authorization Database, accepted as outlined in Section 2 below, or deemed authorized as provided in Section 5 below will be permitted if there are sufficient available funds in the Account. M&T will notify Client of a change in the processing deadline.

ACH Debit Block ACH Debit Block does not have an Authorization Database. All Received Debit Entries will be returned unpaid, except for those permitted according to Section 5 below.

2) Decisioning. ACH Monitor Fraud Review and Approval Service (Debit Filter) If Client wishes to make a decision to permit a Received Debit Entry that would otherwise be rejected, Client must make its decision on such Received Debit Entry by 4:00 p.m. Eastern Time on the Business Day immediately following the settlement date of that Received Debit Entry (or such other cut-off time as may be notified to Client by M&T in M&T’s sole discretion) (the “Decision Deadline”). If no action is taken by Client by the Decision Deadline, the Received Debit Entry will be returned as unauthorized. Client’s decision to accept or return a Received Debit Entry is made through the ACH Monitor Website. In addition to making a decision to accept or return the particular Received Debit Entry in question, Client may update its Authorization Database to address future Received Debit Entries from that organization; however, updating the Authorization Database will not impact the treatment of a Received Debit Entry that M&T received prior to such update. ACH Debit Block ACH Debit Block does not have the option for Client to make decisions on Received Debit Entries. All Received Debit Entries will be returned unpaid, except for those permitted according to Section 5 below.

3) Notifications. ACH Monitor Fraud Review and Approval Service (Debit Filter) Client may select from the notification options made available by M&T from time to time. For example, Client may request that M&T send email notices containing relevant transaction detail (i) whenever M&T receives a Received Debit Entry (other than a Received Debit Entry permitted under Section 5), or (ii) only when M&T receives a Received Debit Entry that is not authorized according to the Authorization Database. M&T will send notifications to Authorized Representatives designated by Client’s System Administrator in accordance with the criteria established by Client’s System Administrator. Although M&T will endeavor to provide email notifications as requested, Client should log onto the ACH Monitor Website regularly (and, in any event, daily) to obtain accurate information regarding its Account. ACH Debit Block Received Debit Entries will be returned unpaid without any notification or reporting provided to Client.


5) Permitted Entries. Notwithstanding anything to the contrary in these T&C (and, in the case of the ACH Monitor Fraud Review and Approval Service (Debit Filter), the Authorization Database), all ACH Returns and Reversals (as defined in the Rules), Settlement Offsets and Service Fees will not be filtered or blocked. For purposes of these T&C, “Settlement Offsets” means any Entries created by M&T to offset Entries originated by Client or its Servicer using M&T’s ACH Origination Service. Client agrees that, in all such cases, M&T may properly debit or set off against the Account each such amount and such Entries will be deemed authorized by Client. The specific types of ACH Returns, Reversals, Settlement Offsets and Service Fees that are permitted pursuant to this Section may change from time to time without prior notice.

ACH Special Reporting Service

These ACH Special Reporting Service Terms and Conditions (“T&C”) provide information on the M&T ACH Special Reporting Service (“Service”).

Product Description This Service allows Client to receive detailed reports for Received Debit Entries and Received Credit Entries (“Reports”). The information included in the Reports includes company name, company description, individual name, individual ID/customer ID, and dollar amount. The Reports created display all or selected SEC Codes.


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Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, Entry, Received Debit Entry, Received Credit Entry, and SEC Code.

Terms and Conditions 1) Report Options. Client must select a standard report option as offered by M&T through the Service from time to time. 2) Report Transmission. M&T shall use commercially reasonable efforts to make the Reports available to Client by 8 a.m. each Business Day. Client may choose to

have the Reports made available daily, weekly, monthly, or as otherwise specified by Client and agreed by M&T. Non-daily Reports contain cumulative information for the period covered by the Report. Reports will be made available to Client through the designated channel offered by M&T and selected by Client from time to time, which may include facsimile, mail, and/or Direct Transmission. M&T may change any such offered channel at any time.

3) Restriction on Use. If Client uses this Service for any Account, it may not use the EDI Reporting Service for the same Account simultaneously. This Service is not currently available for access through Web InfoPLU$.

ACH Monitor Payment and File History Service

These ACH Monitor Payment and File History Service Terms and Conditions (“T&C”) provide information on the M&T ACH Monitor Payment and File History Service (“Service”).

Product Description This Service is an inquiry service that allows Client to review the details on both originated and received ACH Entries. In addition, the Service provides Client with details on its originated Files and batches processed by M&T.

Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, ACH File, ACH Monitor Website, Control Totals, Entry, and File.

Terms and Conditions 1) Permissions. Client’s System Administrator must establish user permissions for Authorized Representatives through the ACH Monitor Website. All System

Administrators and any other Authorized Representatives given such permissions are permitted to use the Service to view originated and received Entries, originated and received Files, and originated batches for enrolled Accounts.

2) Access Information. All System Administrators and any other Authorized Representatives given such permissions may access information on the ACH Monitor Website regarding its originated and received Entries, originated and received Files, and originated batches for enrolled Accounts.


Automated Commercial Investment and Loan Sweep Service

These Automated Commercial Investment and Loan Sweep Service Terms and Conditions (“T&C”) provide information on the M&T Commercial Investment and Loan Sweep Services (“Service”).

Product Description M&T offers a service to Client whereby it debits available balances from Client’s Account to invest overnight in investment vehicles selected by Client on a Client Election Form (the “Investment Sweep Service”). In addition, M&T offers a service (“Loan Sweep Service”) to Client whereby it pays down the outstanding principal balance on Client’s promissory note to M&T and credits the Account with advances under the Note and invests excess balances as agreed (the Loan Sweep Service and the Investment Sweep Service, jointly, the “Services”). Client may use the Services simultaneously.

Definitions “Available Credit” means, at any time, the principal amount available to Client under the terms of the Note, which shall, at no time, exceed the stated principal amount of the Note, reduced by the principal amount of the Note then outstanding. “Client Election Form” means the M&T form on which Client indicates the investments that it chooses for use with the Services, and on which Client establishes the Target Balance for use with the Services, as it may be amended from time to time. “Investment Selections” means the Investments that Client selects, as evidenced on Client Election Form. “Investments” means those Investment Product Options offered to Client. “Loan Documents” means the Note and any loan agreement, mortgage, security agreement, or other document or instrument executed in connection with the Note. “Maximum Investment Amount” means the amount indicated on Client Election Form as the Maximum Investment Amount for the investment option selected by Client. “Minimum Investment Amount” means the amount indicated on Client Election Form as the Minimum Investment Amount for the investment option selected by Client. “Net Investments” means those types of sweep investments or deposits that M&T makes for Client on one Business Day and sells or liquidates for Client and deposits back into the Account on a subsequent Business Day only if, and to the extent that, the available balance in the Account on that subsequent Business Day is less than the Target Balance (e.g., money market mutual funds). “Note” means the promissory note executed and delivered by Client to M&T, evidencing Client’s line of credit provided by M&T (“Line of Credit”) which is identified on Client Election Form. “Overnight Investments” means those types of sweep investments or deposits that M&T makes for Client on one Business Day, sells or liquidates in their entirety the following Business Day, and deposits, with earnings, back into the Account as indicated by Client on Client Election Form. “Reduced Target Balance Shortfall” means the Target Balance Shortfall reduced by any credit to the Account from the sale or liquidation of Investments through the Service. “Target Balance” means the available balance designated on Client Election Form that Client wishes to maintain in the Account and which M&T will endeavor to maintain for Client by sweeping funds into or out of the Account to reach the Target Balance. “Target Balance Excess” means the amount of available funds in the Account at the end of any Business Day in excess of the Target Balance, after taking into account all checks and other items drawn on and other debits charged to the Account.


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“Target Balance Shortfall” means, on any Business Day, the amount by which the actual balance in the Account, after taking into account all checks and other items drawn on, and other debits charged to the Account, is less than the Target Balance.

Terms and Conditions 1) Investment Sweep Service.

(a) At the end of each Business Day, if there is a Target Balance Excess in the Account of at least the Minimum Investment Amount, M&T (a) will transfer the amount of the Target Balance Excess, but not more than the Maximum Investment Amount, if any, and (b) will purchase Investments or make deposits acting as agent for Client in accordance with Client’s Investment Selections. If M&T requires Client to set a minimum Target Balance, M&T may at any time, in its sole and absolute discretion, waive such requirement. Each Business Day: (i) if Client has selected only Overnight Investments for the Account, M&T will liquidate or sell any Overnight Investments M&T previously purchased or made for Client and transfer the proceeds plus earnings to the Account; (ii) if Client has selected only Net Investments for the Account and the available funds in the Account are less than the Target Balance, M&T will liquidate or sell (on a pro rata basis consistent with Client’s Investment Selections) the lesser of all of the Net Investments M&T previously purchased or made for Client or the amount of Net Investments required to bring the available balance of the Account to the Target Balance and will transfer the proceeds to the Account; or (iii) if Client has selected both Overnight Investments and Net Investments for the Account (c) M&T will first liquidate or sell any Overnight Investments M&T previously purchased or made for Client and transfer the proceeds and earnings to the Account; and (d) if, after crediting the Account with the proceeds and earnings, the available balance in the Account is less than the Target Balance, M&T will liquidate or sell (on a pro rata basis consistent with Client’s Investment Selections) the lesser of the Net Investments M&T previously purchased or made for Client or the amount of the Net Investments required to bring the available balance of the Account to the Target Balance and will transfer the proceeds to the Account.

(b) All purchases or deposits of Investments will be in the form of un-certificated (book entry) securities, Eurodollar deposits (i.e., deposits denominated in U.S. dollars made into an account maintained at a depository institution’s offshore branch outside the United States), or such other form consistent with industry practices for a particular type of investment or deposit on a pro rata basis consistent with Client’s Investment Selections. Except for manifest error, M&T’s records will be conclusive as to Client’s interest in the Investments. On some occasions, M&T may be unable to purchase or make investments in accordance with Client’s Investment Selections. In such cases (e) the amount which otherwise would have been used to purchase shares or make deposits will remain in the Account, and (f) M&T will not be liable for any damages that may be incurred by Client (including, without limitation, lost income), except as these T&C may state elsewhere. On some occasions, M&T may be unable to redeem or liquidate investments, and, in such cases, M&T will not be liable for any damages that may be incurred by Client.

2) Loan Sweep Services. (a) Sweep from the Account. If there is a Target Balance Excess at the end of a Business Day, M&T will sweep funds out of the Account as described below.

(i) Loan Sweep. If Client has requested that M&T provide only its Loan Sweep Service with respect to the Account and there is a Target Balance Excess at the end of a Business Day, M&T will (A) debit the Account for the amount of any unpaid principal balance under the Note, up to the amount of the Target Balance Excess, and (B) apply the amount of the debit to the unpaid principal balance of the Note.

(ii) Loan Sweep with Investment Sweep. If Client has requested that M&T provide both M&T’s Loan Sweep Service and its Investment Sweep Service, at the end of each Business Day, M&T will charge the Account, make payments under the Note, and/or invest or deposit some or all of the Target Balance Excess on Client’s behalf according to the following terms and in the following order: (A) If there is a Target Balance Excess at the end of that Business Day, M&T will (i) debit the Account for the amount of any unpaid principal balance

under the Note, up to the amount of the Target Balance Excess, and apply the amount of the debit to the unpaid principal balance of the Note. (B) At the end of that Business Day, if there is no unpaid principal balance under the Note and there is a Target Balance Excess or if, after debiting

the Account as stated in the provision immediately above, there are available funds on deposit in the Account in excess of the Target Balance, M&T will (i) withdraw some or all of such funds, and (ii) invest or deposit such funds in accordance with Client’s Investment Selections.

(C) Interest and Set-off. In no event will M&T debit the Account to pay any interest that accrues under the Note, but this will not affect M&T’s right to set-off against the Account any monies due M&T under the Note, including, but not limited to, principal and interest. M&T hereby expressly reserves such right of set-off.

(b) Sweep into the Account. M&T will sweep funds back into the Account according to the following terms and in the following order (i) Credit from the Sale or Liquidation of Investments. If Client has requested that M&T provide both M&T’s Loan Sweep Service and its Investment

Sweep Service, M&T will (A) sell or liquidate Investments previously purchased or made for Client by M&T and earnings on the Investments in accordance with the terms of

Client Election Form and (B) transfer the proceeds to the Account.

(ii) Extension of Credit under Note. If Client has not requested the Investment Sweep Service with respect to the Account and there is a Target Balance Shortfall or if, after crediting the Account as provided above, there is a Reduced Target Balance Shortfall, M&T will extend credit to Client to the extent provided in subparagraphs (A), (B) and (C) below. (A) Available Credit Equal to or Exceeding Target Balance Shortfall or Reduced Target Balance Shortfall. If the Available Credit equals or exceeds

the Target Balance Shortfall, or, where applicable, the Reduced Target Balance Shortfall, M&T will (i) extend credit to Client by making an advance under the Note in the amount of the Target Balance Shortfall or the Reduced Target Balance Shortfall, as applicable, and (ii) credit the amount of the advance to the Account to eliminate the Target Balance Shortfall or the Reduced Target Balance Shortfall, as applicable.

(B) Available Credit Less than Target Balance Shortfall or Reduced Target Balance Shortfall. If the Available Credit at such time is less than the Target Balance Shortfall, or, where applicable, the Reduced Target Balance Shortfall, M&T will (i) extend credit to Client by making an advance under the Note in the amount of the Available Credit, and (ii) credit the amount of the advance to the Account to reduce the Target Balance Shortfall or the Reduced Target Balance Shortfall, as applicable.

(C) Advances. All advances under the Note made pursuant to the Services will (i) (x) be evidenced by, (y) bear interest at the rate provided in, and (z) be repaid in accordance with, the terms of the Note, and (ii) be secured by any and all collateral securing the Note. In no event will M&T have any obligation to make advances under the Note in excess of the Available Credit.

3) Investment and Insolvency Disclosures. (a) Mutual Funds.

(i) Client hereby acknowledges receipt of the current prospectus of each mutual fund that Client has selected as an Investment (individually, a “Mutual Fund” and, collectively, the “Mutual Funds”), and agrees to be bound by its terms. Wilmington Funds Management Corporation (formerly known as Rodney Square Management Corporation) (“WTMC”), and Wilmington Trust Investment Advisors, Inc. (formerly known as MTB Investment Advisors, Inc.) (“WTIA”), both affiliates of M&T Bank, serve as the investment advisor and the primary sub-advisor, respectively, to the Wilmington Funds. BNY


Member FDIC

Mellon will serve as the transfer agent to the Wilmington Funds. M&T Bank, WTMC and WTIA and their respective affiliates (collectively for the purposes of these T&C, “M&T”) also provide administrative services, shareholders services and services under the 12b-1 plan to the Wilmington Funds. M&T is entitled to receive compensation for the services that it provides to the Wilmington Funds. The fees paid to M&T may change from time to time and, if M&T provides additional services to the Wilmington Funds, it would be entitled to receive additional compensation from the Wilmington Funds. ALPS Distributors, Inc., the distributor of the Wilmington Funds, is not affiliated with M&T. Money market mutual fund investments are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency, are not deposits or other obligations of, or guaranteed by, any bank, and are subject to investment risks, including possible loss of the principal amount invested. Although money market mutual funds seek to preserve their net asset value at $1.00 per share, it is possible to lose money by investing in these funds. For more information about a Mutual Fund, see such Mutual Fund’s prospectus. Earnings on Mutual Fund investments will be credited to Client’s Account monthly.

(ii) In the event that M&T should fail and be taken over by the FDIC: (A) The sweep of funds out of the Account into the Mutual Funds pursuant to these T&C, the Master Agreement and any other applicable

agreement would take place on the day of the failure provided that M&T actually purchased the necessary Mutual Funds shares prior to the time that the FDIC closed M&T;

(B) The FDIC would treat Client as the owner of, or as a secured creditor with respect to, all shares of the Mutual Funds purchased for Client through the sweep process prior to and on the day of the failure. This means that if the FDIC closed M&T and paid off its deposits, the FDIC would repay the value of such shares of the Mutual Funds to Client. If the FDIC transferred M&T to another bank at the time of failure, the value of such shares of the Mutual Funds would be available to be swept back into the Account as usual on the Business Day after the failure.

(C) Any funds remaining in the Account at the end of the day of the failure would be deposits entitled to FDIC insurance coverage (subject to FDIC insurance rules and limits), regardless of whether these funds are in the Account pursuant to the terms of this T&C, the Master Agreement and any other applicable agreement (e.g., Client’s Target Balance) or because the FDIC closed M&T before it purchased shares of the Mutual Funds on the day of the failure.

(b) Money Rate Sweep. (i) Client understands that the M&T Money Rate Sweep service links a checking account with a Eurodollar deposit account. Client may only demand

payment of Eurodollar deposits outside of the United States. Thus, Eurodollar deposits are foreign deposits that are not insured or guaranteed by the FDIC or any other government agency and are subject to investment risks, including possible loss of the principal amount invested, as well as interest. Eurodollar deposits are also subject to sovereign risk which risk is assumed by Client.

(ii) In the event that M&T should fail and be taken over by the FDIC: (A) Funds would be swept out of the Account on the day of the failure into Eurodollar deposits in accordance with these T&C, the Master

Agreement and any other applicable agreement. (B) The FDIC would treat funds swept out of the Account to Eurodollar deposits on that day as unsecured, non-deposit obligations of M&T. This

means that if the FDIC closed M&T and paid off its deposits, the FDIC would pay Eurodollar deposits only after all secured creditors and depositors at domestic branches were paid in full. If the FDIC transferred M&T to another bank at the time of failure, the value of Client’s Eurodollar deposits would be available to be swept back into the Account as usual on the Business Day after the failure.

(C) Funds remaining in the Account at the end of the day of the failure in accordance with the these T&C, the Master Agreement and any other applicable agreement (e.g., Client’s Target Balance and amounts less than the minimum sweep amount) would be deposits entitled to FDIC insurance coverage (subject to FDIC insurance rules and limits).

(c) Federal Funds. (i) Client understands that the Federal Funds sweep:

(A) is available only to financial institution customers; (B) involves the purchase and sale of Federal Funds as such term is used in Regulation D of the Board of Governors of the Federal Reserve System;

and (C) involves overnight loans from Client to M&T upon which M&T agrees to pay interest at a rate based upon not less than the lowest rate for

Federal Funds on any Business Day (as reported by Bloomberg or such other source as M&T may from time to time utilize) as reduced according to a schedule set by M&T in its sole discretion from time to time. Federal Funds are not insured or guaranteed by the FDIC or any other government agency and are subject to investment risks, including possible loss of the principal amount invested.

(ii) In the event that M&T should fail and be taken over by the FDIC: (A) Funds would be swept out of the Account on the day of the failure into Federal Funds in accordance with these T&C, the Master Agreement

and any other applicable agreement. (B) The FDIC would generally treat funds swept to a Federal Funds account as unsecured, non-deposit obligations of M&T. This means that if the

FDIC closed M&T and paid off its deposits, the FDIC would repay the value of Client’s allocable share of Federal Funds only after all secured creditors and depositors at domestic branches were paid in full. If the FDIC transferred M&T to another bank at the time of failure, the value of Client’s allocable share of Federal Funds would be available to be swept back into the Account as usual on the Business Day after the failure.

(C) Any funds remaining in the Account at the end of the day of the failure, in accordance with these T&C, the Master Agreement and any other applicable agreement (e.g., Client’s Target Balance), would be deposits entitled to FDIC insurance coverage (subject to FDIC insurance rules and limits).

(d) Loan Sweep. In the event that M&T should fail and be taken over by the FDIC: (i) On the day of M&T’s failure, any sweep of funds out of the Account to pay an unpaid balance on the Note would occur as usual in accordance with

these T&C. Funds swept to the Note would be treated as reducing the outstanding balance on the Note and would not be treated as deposits by the FDIC.

(ii) Funds remaining in the Account at the end of the day of the failure in accordance with these T&C, the Master Agreement (i.e., funds that have not been swept out of the Account pursuant to these T&C and Client Election Form, if applicable) would be deposits entitled to FDIC insurance coverage (subject to FDIC insurance rules and limits).

4) Fee Disclosure. In addition to the compensation that the Wilmington Funds pay to M&T for its services, and in addition to the monthly sweep service fee that Client pays to M&T, Client will pay a daily service fee (the "Daily Sweep Fee") to M&T. If Client selects the Wilmington U.S. Treasury Money Market Fund and/or the Wilmington U.S. Government Money Market Fund as its Investment Selection, the Daily Sweep Fee will equal 0.20% per annum of the funds invested for Client through the Investment Sweep Service. M&T may increase the Daily Sweep Fee amount upon notice to Client. At the end of each month, Client's net


Member FDIC

Investment earnings from its sweep Investments for that month (i.e., gross Investment earnings for the month less the aggregate amount of the Daily Sweep Fee accrued for the month) will be credited to Client's Account.

5) General. Client understands that M&T makes no recommendation concerning the advisability of purchasing shares of the Mutual Funds, e.g. Wilmington Funds, or making any other investments or deposits. Client further understands that M&T assumes no responsibility, and will not be liable for the investment performance of the Mutual Funds or any security or the ability of any investment to preserve Client’s principal investment. Neither the Master Agreement nor these T&C constitute delegation of Client’s investment decisions to M&T nor authorizes M&T to exercise discretionary control over Client’s investment policies or implementation. M&T’s functions pursuant to the Investment Sweep Service are ministerial only. Client further understands that not all investment options will be offered to all customers.

6) Authorizations. Client authorizes M&T to charge and credit the Account, make advances and payments on behalf of Client under the Note and purchase and liquidate Investments on Client’s behalf in accordance with the terms of Client Election Form and these T&C all without further notice to or authorization by Client or any authorized person, if any, identified in the Note.

7) Effect on Loan Documents and Other Agreements. The terms of the Loan Documents are modified to include the terms and provisions of these T&C. However, these T&C are not intended to and shall not be construed to modify or supersede the Loan Documents or the respective rights and obligations of Client and M&T provided in the Loan Documents or any other agreements, terms, conditions, rules or regulations of M&T as may be applicable to the Line of Credit or the Account, including, without limitation, any requirements relating to minimum balances and service or other charges.

8) Suspension of Services. M&T has the right, without notice to Client, at any time, and from time to time, to suspend the Services if (a) Client is in default under the Loan Documents, (b) the Line of Credit is terminated or no longer in effect for any reason, (c) Client is in breach of these T&C, any provision of the Master Agreement or any other agreement between M&T and Client applicable to the Account, (d) the Account is closed, (e) M&T determines, in its sole judgment, that the provision of Services conflict with any law, rule, regulation, or agreement applicable to M&T or Client or by which M&T or Client is bound, or (f) M&T ceases to offer the Services provided for in these T&C.

Cash Vault Service

These Cash Vault Service Terms and Conditions (“T&C”) provide information on the M&T Cash Vault Service (“Service”).

Product Description With this Service, Client may have its Armored Courier deliver Client’s coin, currency, and Items to a Cash Vault Facility for deposit into Client’s Account. Deposits are processed in accordance with procedures established by Company, and M&T credits Client’s Account in the verified amount of each Deposit. In addition, Company will provide Change Orders to Client as Client requests in accordance with the provisions of these T&C. In its sole discretion, M&T may engage a third party processor(s) to perform all or any part of the Service.

Definitions “Armored Courier” means a company contracted independently by Client to provide transportation services (Deposit delivery and/or Change Order pick up). “Cash Vault Customer Service” means a group within M&T that handles all cash vault service related inquiries. “Cash Vault Facility” means each location maintained by Client and listed in the User Guide for the Service as locations for receipt of Client’s Deposits, as may be updated from time to time. “Change Order” means an order placed with Company by Client for coin and currency and constitutes a withdrawal from Client’s Account. “Company” means M&T Bank and/or a third party processor(s) engaged by M&T to perform any part or all of the Service. “Deposit” means cash and Items delivered on Client’s behalf to a Cash Vault Facility for deposit into an Account. “Deposit Deadline” means the time established by M&T in the User Guide for the Service as the deadline for receipt of Deposits on a Business Day (and which deadline may be changed from time to time by M&T). “Discrepancy” means a difference between the amount declared on the deposit ticket and the actual amount of that Deposit. “Item” means any check or other non-cash item submitted for deposit to the Account.

Terms and Conditions 1) Delivery of Deposits by Client. Client will have its Armored Courier deliver Deposits to one or more Cash Vault Facilities to which Client and M&T have agreed.

Client accepts full responsibility for, and all risk of loss with respect to, delivery of currency, coins and Items to and from the Cash Vault Facility by its Armored Courier. Client must provide the name of its Armored Courier and the route information to its M&T representative. Client must notify its M&T representative if it changes its Armored Courier.

2) Deposit Preparations and Deadlines. Client agrees to follow instructions and terms for Deposit preparation and deadlines as set forth in the User Guide for the Service, which may be changed by M&T from time to time.

3) Verification by Bank. M&T will be deemed to have used due care if, upon opening each deposit bag delivered to Client, Client uses its respective standard procedures to verify the amount of a Deposit, and, if the verifying party is M&T, M&T verifies in accordance with the standard procedures in its Commercial Deposit Account Agreement. Client’s verified records including, without limitation, the total amounts of coin, currency, and Items in any Deposit, shall be presumed correct. To the extent M&T’s records and its third party processor’s records in any way conflict or are inconsistent, M&T’s records shall control.

4) Crediting Deposits. Deposits received by Client at a Cash Vault Facility on a Business Day prior to the applicable Deposit Deadline will be credited to the appropriate Account on that same Business Day. Deposits received by Client on a Business Day after the applicable Deposit Deadline for that Business Day will be credited to the appropriate Accounts one Business Day later than such Deposits would be if they were received by the Deposit Deadline. Nonetheless, circumstances may arise that may cause crediting of Deposits to be delayed beyond the time frames described above, and, except for delays caused by M&T’s gross negligence or willful misconduct, M&T shall not be liable for any Losses to Client caused by such delays.

5) Change Orders. (a) Payment for Change Orders: Client hereby authorizes M&T to debit the Account designated for the amount of each Change Order on the Business Day

that the order was prepared (or anytime thereafter) and to debit any of Client’s Accounts for all other monies due M&T arising out of M&T’s performance of the Service. M&T shall have no obligation to fill any Change Order unless there are sufficient available funds in the designated Account at least equal to the amount of the Change Order. If there are insufficient funds in the Account to cover the Change Order, M&T, in its sole discretion, may advance funds by creating an overdraft in the designated Account. Each overdraft is subject to the terms of the Master Agreement.

(b) Security Procedures for Change Orders: M&T will mail or email to Client under separate cover (i) location and Client numbers, and (ii) a unique password. Client agrees that it will use these numbers and this password (collectively the “Security Procedure”) when placing Change Orders. Client will use this Security Procedure to verify the authenticity of Change Orders placed through means made available by M&T from time to time. M&T shall be entitled to rely upon the authenticity of any Change Order submitted using the Security Procedure and shall have no obligation to verify the identity of any person


Member FDIC

purporting to be an Authorized Representative other than through the use of the applicable Security Procedure. Client is strictly responsible for maintaining the confidentiality of the Security Procedure and for safeguarding it to prevent access by unauthorized persons.

6) Discrepancies. Client understands that the deposit total listed on the deposit slip for any Deposit is provisional until verified by the Company, and that any Discrepancy identified in the verification process may be corrected by the Company. Client understands that appropriate adjustments may be made to amounts provisionally credited to Accounts in respect of any such Discrepancy, and Client hereby authorizes M&T to debit and/or credit its Account for any such Discrepancy amount. Client must ensure that immediately available funds are in Client’s Accounts designated to cover all adjustments. The Company or M&T may mail or email adjustment advices in accordance with Client’s instructions. Client may elect to have Discrepancies of $100.00 or more reported by telephone to the contact designated by Client, generally within one (1) Business Day after deposit verification by Company (however, it may take longer if the Discrepancy is identified at a later time). By contacting Cash Vault Customer Service within 90 days of the Deposit, Client may request a copy of all supporting documentation available for the Discrepancy.

7) Foreign Currency. M&T may determine, from time to time in its sole discretion, whether to: (a) accept for deposit coin and currency of any particular foreign nation or checks drawn on accounts in a foreign currency ("Foreign Deposits"); (b) make available coin and currency of a particular foreign nation ("Foreign Change Orders"); and (c) limit the Cash Vault Facilities at which it will accept Foreign Deposits or make available Foreign Change Orders. Currently, M&T accepts only Canadian Foreign Deposits and makes available only Canadian Foreign Change Orders. M&T currently allows these Canadian Foreign Deposits and Canadian Change Orders only at the Buffalo, Rochester, and Syracuse Cash Vault Facilities. Foreign currencies will be credited to or debited from the Accounts in United States dollars at M&T’s exchange rate in effect on the Business Day of the transaction, unless Client has an M&T Account in the same foreign currency and has prepared an appropriate deposit or withdrawal slip for the transaction in question. M&T’s records shall be conclusive evidence of the value of any currency exchanged.

8) Reporting of Large Currency Transactions. Client understands that M&T is required by federal law to report certain large currency transactions and any exemption from such reporting at any time afforded by M&T to Client may be withdrawn by M&T at any time. Client hereby authorizes M&T to disclose all information pertaining to its Deposits as required by applicable Law and, except to the extent of M&T’s gross negligence or willful misconduct, Client agrees that M&T shall have no liability to Client for any Losses that Client may have suffered or incurred, either directly or indirectly, as a result of M&T’s good faith disclosure of such information or currency transaction reporting.

Check Block Service

These Check Block Service Terms and Conditions (“T&C”) provide information on the use of the M&T Check Block Service (“Service”).

Product Description Under this Service, M&T will detect and refuse to pay (or return unpaid) all checks and drafts drawn on an Account.

Terms and Conditions 1) Check Block. With respect to any Account for which this Service is established, M&T will refuse to pay (or will return unpaid) any check or draft presented to

M&T for payment against the Account. M&T will also refuse any non-electronic transfer debit request, including transfers or withdrawals originated at an M&T branch. Client hereby waives any claim of wrongful dishonor associated with any check or draft drawn on an Account that M&T refuses to pay (or returns unpaid). For the avoidance of doubt, the following types of debits will be allowed under this Service: (i) ACH Debit Entries (as defined in the ACH Origination Service T&C); (ii) Funds Transfers (wires) (as defined in the Funds Transfer (Wire) Service T&C); and (iii) Book Transfers (as defined in the Funds Transfer (Wire) Service T&C) via a Website (i.e., WebInfoPLU$ or WebInfo).

2) No Notice of Presentment or Return of Checks. Client acknowledges and agrees that account statements for the Accounts for which this Service is established will not reflect the presentment or return of any check or draft that M&T refuses to pay (or returns unpaid) and that M&T will not provide any other notice of the presentment or return of any such check or draft.

3) Checks Actually Authorized. Notwithstanding anything else in these T&C, M&T shall have no liability for paying any check or draft drawn on the Account that was actually authorized by Client.

Check Image Service These Check Image Service Terms and Conditions (“T&C”) provide information on the use of the M&T Check Image Service (“Service”). Product Description The Service allows Client to receive check images for specified Accounts in an electronic format that Client can view, save to Client’s computer, or print at Client’s convenience. Client can choose to have images delivered via (i) CD Rom, (ii) Image Transmission Service, or (iii) Web InfoPLU$ and/or other Internet delivery channel offered by M&T from time to time. Definitions “Account” means any Account for which the Service is elected through a Client Election Form. “Deposit Item” means any check deposited or deposit ticket that is processed, imaged, and archived by M&T for an Account. “Direct Transmission” means the submission of an image transmission file from M&T to Client via a designated transmission platform (which currently includes M&T’s MFT, FTP, or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time). “Image” means an electronic reproduction of the front and back of an Item. “Item” means any Paid Item and/or Deposit Item. “Paid Item” means any paid check that is processed, imaged, and archived by M&T for an Account. “Statements” means any periodic account statements and/or account analysis statements in respect of an Account. Terms and Conditions 1) Set-Up of Service. On the Client Election Form, Client must identify the specific Accounts to receive the Service, along with the delivery channel (CD Rom, Image

Transmission, or Web InfoPLU$), the frequency of delivery, and the type of Images that are to be provided. 2) CD Rom Image Service. If elected by Client, M&T will deliver Images of the Items by CD Rom to the address of Client provided on the Client Election Form. The

CD Rom will be sent with the Statements for the relevant Accounts by the fourth Business Day after the end of the Statement cycle for those Accounts. The frequency of CD Rom delivery will match the Statement cycle for the relevant Accounts. A single CD Rom may contain Images for multiple Accounts, but is


Member FDIC

limited to 40,000 Images per CD Rom. If Client elects to receive both Images of Paid Items and Deposit Items, those Images will be delivered on separate CD Roms. M&T will provide software that Client must use to view the Images. The software must be installed by Client on Client’s computer and Client will be required to agree to an end user agreement in order to install the software. Client will be required to enter an encryption key upon installation of the software in order to access the Images on any CD Roms received by Client. The encryption key will be sent separately by M&T to Client prior to Client’s receipt of any CD Rom. Account Reconciliation. If Client is enrolled in Full Reconciliation, Partial Reconciliation, and/or Deposit Reconciliation as part of the Account Reconciliation Service, Client will receive its CD Rom along with the reconciliation package within the time frames set forth in the Account Reconciliation Service T&C.

3) Image Transmission Service. If elected by Client, M&T will deliver Images of the Items via Direct Transmission. Images will be available and/or delivered to Client one Business Day after the end of the Statement cycle for the relevant Accounts. The frequency of availability and/or delivery via Direct Transmission will match the Statement cycle for the relevant Accounts. M&T will provide software that Client must use to view the Images. The software must be installed by Client on Client’s computer and Client will be required to agree to an end user agreement in order to install the software.

4) Web InfoPLU$. If elected by Client, M&T will provide access to Images of the Items to Client via the Web InfoPLU$ Image Inquiry module. Images are provided on a daily basis, and Client will have access to Images of Paid Items and/or Deposit Items for seven (7) years.

Check Management Service These Check Management Service Terms and Conditions (“T&C”) provide information on the use of the M&T Check Management Service (“Service”). Product Description This Service allows Client to access certain check-related services and features, as discussed in Section 2 below, via the Internet. Terms and Conditions 1) Enrollment in Website. In order to use the Service, Client must be enrolled in WebInfoPLU$ or WebInfo (or such other website as required by M&T to use the

Service). Through that website, Client’s System Administrator may set up one or more of its authorized users of the website to use the Service. Each such user shall be known as a “User” and shall be Client’s Authorized Representative for the Service.

2) Service Features. M&T may make such Service features and options available through the Service as determined by M&T from time to time. M&T may change or upgrade the Service or any Service feature from time to time, including reducing any functionality. Currently, the following features are available through the Service: (a) Submit Stop Payment Requests. A User has the ability to submit a stop payment request through the website to request that M&T not pay a check

written on the Account. The stop payment request must include all information required by M&T from time to time. Client understands that M&T is unable to stop payment on checks that have already been paid before M&T has received and had a Reasonable Time to Act on a stop payment order. In addition, M&T does not have ready access to Client’s payment history for checks that may have been paid in periods prior to the sixty (60) days immediately preceding the date on which the stop payment order is placed. Client is responsible for: (i) researching its own records to determine whether a check subject to a stop payment order was in fact paid in any period more than sixty (60) days prior to the date of the stop payment order; (ii) verifying whether M&T sent an electronic reply to an electronic stop payment order confirming M&T’s receipt of the stop payment order; and (iii) verifying whether a stop payment was actually placed. M&T will take reasonable steps to not pay any check that M&T has been properly ordered not to pay, but cannot guarantee that every check subject to a stop payment order from Client will, in fact, not be paid.

(b) Cancel Stop Payment Requests. A User has the ability to cancel a previously submitted stop payment request through the website. Client understands that M&T is unable to cancel a stop payment order if the check subject to such order has already been presented for payment and returned, or is in the process of being returned, before M&T has received and had a Reasonable Time to Act on the cancellation request. M&T will take reasonable steps to cancel any stop payment order that M&T has been properly ordered to cancel, but cannot guarantee that such cancellation will, in fact, be effected.

(c) Submit Check Inquiry Requests. A User has the ability to submit a check inquiry request concerning the status of a check and whether it has been paid. M&T does not have ready access to Client’s payment history for checks that may have been paid in periods prior to the sixty (60) days immediately preceding the date on which the check inquiry request is made. Client is responsible for researching its own records to determine whether a check was paid or stopped in any period more than sixty (60) days prior to the date of the check inquiry request.

Commercial eStatements Service

These Commercial eStatements Service Terms and Conditions (“T&C”) provide information on the use of the M&T Commercial eStatements Service (“Service”).

Product Description The Service allows Client to receive Statements for Specified Accounts (as those terms are defined below) in (i) an electronic format (PDF) that Client can view, save to Client’s computer, and/or print at Client’s convenience or (ii) both a paper and electronic format.

Definitions “CSSO” means the M&T Commercial Single Sign-On Website. “Site” means the M&T Commercial eStatements site that can be accessed through the Website. “Website” means CSSO or such other website through which M&T makes the Site available. “Specified Account” means any Account in respect of which the Service is elected through the Client Election Form or the Site. “Statements” means any periodic account statements and/or account analysis statements. “User” means each individual that is enrolled to use the Service on behalf of Client. A ‘User’ includes Client’s System Administrator for the Website. Terms and Conditions 1) Set-Up of Service. The Service is available through the Site. If Client elects the Service, Client’s System Administrator for the Website shall be provided with

access to the Service through the Site for each Specified Account. The System Administrator will be able to use the Website and/or Site in order to add and/or remove other Users and Specified Accounts for the Service.

2) Authorization. Client is responsible for ensuring that its System Administrator only allows Users to be enrolled in the Service if each such User is an authorized representative of Client and if Client permits each such User to access and view the Statements for the Specified Accounts. Client understands that its System Administrator for the Website may choose to add Users to the Service for a Specified Account, even though that User may not be an authorized signer of that


Member FDIC

Specified Account. Client hereby authorizes each User that uses the Service to have full access to view, save, print and obtain all Statements for the Specified Accounts. Client is fully and solely responsible for any and all Losses that may arise as a result of any User using the Service and accessing the Statements for the Specified Accounts. M&T has no duty to monitor access to the Specified Accounts via the Service.

3) Security Procedures for Website. In order for a User to access the Website, the User will be required to input access codes (e.g., user IDs and passcodes). Such access codes may be changed through the Website. The User Guide for the Service sets forth additional information about accessing the Website. It is Client’s responsibility to understand the security capabilities built into the Website and, as appropriate, Client’s business and security needs. The Agreement sets forth other obligations on Client with respect to access to and use of the Website, including requirements that Client ensure any User access codes for the Website are kept strictly confidential and that Accounts are regularly monitored.

4) Service Options (a) Service Options Elections. Client can elect to receive Statements for a Specified Account in (i) an electronic only format (PDF) that Client can view, save to

Client’s computer, and/or print at Client’s convenience or (ii) both a paper and electronic format. In addition, Client can use the Site to elect to receive Statements for a Specified Account in a paper-only format. Client’s elections can be made by (A) completing and submitting to M&T a Client Election Form with such elections or (B) through the Site. If there is more than one User with respect to a Specified Account, any one of those Users can make such elections and that User’s elections shall then apply to Client and all other Users of that Specified Account. M&T is not responsible for notifying Client or any other Users of a particular User’s election with respect to the Service.

(b) Electronic-Only Statements Option. If Client elects to receive Statements for a Specified Account solely in an electronic format: (i) Client hereby expressly agrees that (A) M&T may send any Statement for that Specified Account to Client’s Users electronically through the Service,

and (B) M&T may discontinue paper statements and no longer send to Client paper copies of Statements for that Specified Account. (ii) If Client is enrolled in M&T’s Check Image (Front and Back) service, regardless of whether or not Client elects to receive the Statements in an

electronic-only format through the Service, Client may continue to receive paper Statements unless and until Client terminates its enrollment in the Check Image (Front and Back) service.

(iii) For as long as M&T is required by applicable Law to keep a copy of any Statement for a Specified Account, Client may request a paper copy of the Statement by contacting M&T at 1-800-724-2240. Client must pay M&T any applicable charge for the paper copy. Client’s request for the paper copy will not constitute a request to discontinue receipt of electronic Statements. Even if M&T discontinues sending Client paper copies of periodic Statements for a Specified Account, M&T may resume sending them at any time for any reason.

(c) Email Notice. (i) Once the Service takes effect for a Specified Account, whenever any Statement for the Specified Account is ready to be made available to Client at

the Site, M&T will send to the most recent email address Client has provided to M&T for use with the Service a notice that the Statement is available to Client at the Site (such notice, the “Email Notice”). If multiple Users have enrolled in a Specified Account, then each User may receive its own Email Notice. An Email Notice may cover numerous Specified Accounts. Each electronic Statement will be available to Client through the Site for seven (7) years.

(ii) Except when applicable Law requires otherwise, the Email Notice will be the only notice M&T sends to Client about the availability of Statements at the Site. Client acknowledges that the Email Notice will constitute delivery of the Statement to Client, whether or not Client or any or all of its Users view or print the Statement and whether or not the Users who receive the Email Notice are authorized signers on the relevant Specified Account.

(iii) Client must not respond to any Email Notice by email (including using the reply function in respect of that Email Notice) in order to request information, service or a paper copy of a Statement for a Specified Account or any other item or to terminate receipt of electronic Statements, and M&T will not be responsible for responding to any request or termination of enrollment made by Client via an email response to the Email Notice.

(iv) If the Email Notice is returned to M&T as undeliverable, M&T will send Client a letter advising that a new Statement is available and that M&T is unable to successfully deliver the Email Notice to Client. Client will be asked to provide to M&T a new email address for use with the Service (available in the Delivery Settings section of the Site).

(d) Acknowledgment of Risk. Client acknowledges that there are risks associated with sending the Email Notices to an email address, including, but not limited to, disruption of service and, because email is not private or secure, unauthorized access to the notice and information it contains.

(e) Email Address. Client shall ensure that each User provides to M&T a valid email address at which to receive any Email Notice. It is Client’s sole responsibility to ensure that such email addresses are kept up-to-date.

(f) Termination of Electronic Delivery. Notwithstanding the Master Agreement, Client understands that if Client wishes to terminate the Service, Client must provide written notice of termination of the Service to M&T. Such termination will not take effect until M&T has had a Reasonable Time to Act on Client’s notice, which may take as long as 60 days. Client can elect to terminate the Service for all Specified Accounts or for selected Specified Accounts. Any termination of the Service will not affect the validity or legal effect of any Statement for a Specified Account provided to Client at the Site. The closing of any Specified Account will automatically terminate the Service for such Specified Account.

5) Electronic Disclosure and Consent. Client hereby consents to M&T providing it with all disclosures, notices and other communications about the Service and the Specified Accounts in an electronic form. However, unless Client has chosen to stop receiving paper Statements (i.e., by making the electronic-only Service election), paper Statements for the Specified Accounts will continue to be mailed to Client. At Client’s request, M&T agrees to provide Client with a paper copy of such disclosures, notices and other communications. Client may request paper copies of required notices by calling the M&T Commercial Service Team at 1-800-724-2240. Client has the right to withdraw this consent, but if it does so, M&T will immediately terminate the Service.

Controlled Disbursement Service

These Controlled Disbursement Service Terms and Conditions (“T&C”) provide information on the use of the M&T Controlled Disbursement Service (“Service”).

Product Description This Service is a check presentment service that permits Client to maintain minimum sufficient balances in the Account to pay Items presented in respect of the Account. M&T will advise Client of the total amount of the Items that will be presented on a Business Day for payment against the Account. Client will then fund the Account in the amount reported, which allows Client’s excess funds to be used otherwise, such as for investments.

Definition “Item” means any check, ACH debit entry or any other means to debit the Account (including any returned deposited Item or adjustments of any such Item).

Terms and Conditions 1) Reports.


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(a) Daily Reports. By approximately 9:00 a.m. Eastern Time (“ET”) each Business Day, M&T will endeavor to make available to Client a report of the dollar amount that the Federal Reserve Bank of New York (“FRB”), the payment associations of which M&T is a member (the “Payment Associations”) and other banks have reported as of their first presentment as the total amount of Items to be presented for payment against the Account on that Business Day. By approximately 10:00 a.m. ET each Business Day, M&T will endeavor to make available to Client a report of the dollar amount that the FRB, the Payment Associations and other banks have reported as of their second presentment as the total amount of all Items to be presented for payment against the Account on that Business Day. The daily reports will not include Items presented for payment over-the-counter or during the Business Day, for instance, same-day-settlement Items. If presented, such Items may be paid from the Account, possibly resulting in an overdraft. In these situations, M&T will not assess insufficient funds fees or interest in connection with the overdrafts if there are sufficient available funds in the Account or, if applicable, in a Concentration Account (as defined below), to pay such overdrafts at the end of the next Business Day when the Items to which the overdrafts relate will post to the Account. M&T may charge Client a fee for deferred posting of same-day-settlement Items and Client agrees to pay all such fees. Client understands that the reports provided through the Service may reflect Items that, for various reasons, do not actually post to the Account on the Business Day that the report is made available (e.g., checks with damaged MICR lines that require special handling). M&T is not responsible for any financial loss or damage of any kind which Client may incur from the inclusion of those Items in the reports.

(b) Detail Reports. If Client subscribes to detail balance reporting, by approximately 10.00 a.m. ET each Business Day, M&T will also make a detail report available to Client specifying (i) the dollar amount, transaction code and check number (where applicable) of each Item presented for payment against the Account on that Business Day and (ii) each Item presented over-the-counter or otherwise from the prior Business Day (a “Detail Report”).

(c) Availability of Reports. M&T will make all reports available to Client by the means Client selects from the options offered by M&T from time to time and indicated on Client Election Form. M&T shall use commercially reasonable efforts to make available the information within the time frames identified in these T&C, however, does not guarantee any specific delivery time or date.

2) Stop Payment Requests. Client understands that M&T is unable to stop payment on Items that have already been paid before M&T has received and had a Reasonable Time to Act on a stop payment order. In addition, M&T does not have ready access to Client’s older payment history for Items that may have been paid in periods prior to the two (2) months immediately preceding the date on which the stop payment order is placed. Client is responsible for: (a) researching its own records to determine whether a check subject to a stop payment order was in fact paid in any period more than sixty (60) days prior to the date of the stop payment order; (b) verifying whether M&T sent an electronic reply to an electronic stop payment order confirming M&T’s receipt of the stop payment order; and (c) verifying whether a stop payment was actually placed. Client understands that certain Items appearing on Client’s Detail Report, such as over-the-counter Items presented after the previous day’s last report, may in fact already have been paid and may not be returnable. Consequently, M&T cannot warrant that every Item appearing on a report can, in fact, be stopped.

3) Funding. In accordance with Section 3(a) or (b) below, Client shall ensure that immediately available funds are available to M&T to pay for the total amount of Items presented to M&T for payment from the Account on each Business Day (the “Presentment Amount”). (a) Client Deposit - Client agrees that the Account will contain immediately available funds in an amount not less than the Presentment Amount by 3:00 p.m.

ET each Business Day. If the aggregate available balances in the Account on any Business Day are insufficient to pay the Presentment Amount, M&T may, in its sole discretion: (i) withdraw funds from any other account maintained by Client with M&T in an amount up to the amount of such shortfall and transfer such funds to the Account; (ii) return Items for which there are not sufficient available funds to pay in full; and/or (iii) extend credit to pay all or any part of the excess. Client agrees that such credit shall constitute an overdraft subject to the provisions of the Master Agreement.

(b) Zero Balance – Client may designate that the Account shall be a zero balance account linked to such other of Client’s deposit account(s) with M&T as Client shall designate as concentration accounts (“Concentration Accounts”). From time to time, Client may withdraw funds from the Account by issuing a check or draft drawn on M&T. On the same Business Day on which M&T pays any Item drawn on the Account, M&T is hereby authorized to and shall transfer from Client’s Concentration Account(s) and credit to the Account an amount equal to the amount of such Item. In the event that M&T receives a deposit to the Account, M&T shall on the same Business Day on which funds from the deposit become available for withdrawal, transfer an equal amount to the Concentration Account(s). If the aggregate available balances in the Account and the Concentration Accounts is insufficient to pay the Presentment Amount on any Business Day, M&T may, in its sole discretion: (i) withdraw funds from any other account maintained by Client with M&T in an amount up to the amount of such shortfall and transfer such funds to the Account; (ii) return Items for which there are not sufficient available funds to pay the Presentment Amount in full; and/or (iii) extend credit to pay all or any part of the shortfall, which credit shall constitute an overdraft subject to the provisions of the Master Agreement.

(c) Overdrafts - If M&T grants credit to Client under Sections 3(a) or (b) above, such indebtedness shall constitute an overdraft. Each overdraft is subject to the provisions of the Master Agreement. M&T also has the right to charge its usual overdraft fees for each Item presented in excess of Client’s available funds. M&T may extend credit to cover an overdraft on any one or more occasions without limiting its right to refuse to extend credit on any other occasions.

4) Client’s Warranty of No Improper Delays. Client hereby represents, warrants, and agrees that it will not use the Service to delay payment of obligations to its customers, employees or small business customers.

5) Other Client Warranties. In addition to the representations and warranties that it makes in the Master Agreement, Client represents, warrants and agrees that (i) for so long as it uses the Service, Client will maintain a collected balance in the Account and, where any such Account is a zero balance account, the Concentration Account(s) or other funding account(s) linked to the Account, which collected balance is sufficient to cover all Items and other debits payable from the Account at the times when such Items and debits post to the Account and (ii) it will refrain from engaging in business practices with respect to the Account that are not commercially reasonable or which are unlawful.

Credit Manager Service

These Credit Manager Terms and Conditions (“T&C”) provide information on the M&T Credit Manager Service (“Service”).

Product Description This Service makes certain Loan and Line of Credit transaction and related information available to Client through the Delivery Channel (as defined below) and allows Client to send to M&T, through the Delivery Channel, electronic service requests relating to Loans and Lines of Credit. In addition, Client can use the Service to (i) make payments on Loans and Lines of Credit from any of Client’s Accounts that are available for book transfers through the Delivery Channel, and (ii) drawdown an advance of funds on any Designated Line of Credit that is available to Client through the Delivery Channel, and transfer those funds to any of Client’s Accounts that are available through the Delivery Channel.


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Definitions “Account” means any of Client’s checking accounts or other accounts (other than any Loans or Lines of Credit) that are maintained by Client with M&T and available through the Delivery Channel. “Designated Line of Credit” means any Line of Credit for which M&T has approved Client access to initiate draws through the Service. “Line of Credit” means any business-purpose line of credit that Client has with M&T, and that Client has elected to be accessible through the Delivery Channel for purposes of this Service in accordance with Section 2 below. “Loan” means any business-purpose loan that Client has with M&T, and that Client has elected to be accessible through the Delivery Channel for purposes of this Service in accordance with Section 2 below.

Terms and Conditions 1) Delivery Channel. The Service shall be available through Web InfoPLU$, Web Info and/or such other delivery channel(s) offered by M&T from time to time (the

“Delivery Channel”). The Delivery Channel offered by M&T for the Service is subject to change in M&T’s sole discretion. Client agrees to be bound by any terms of use and other agreements entered into between Client and M&T associated with the use of the Delivery Channel.

2) Loan and Line of Credit Information. Client shall document, in one or more Client Election Forms, its instructions to M&T (and any other information required by M&T) for the provision of the Service, including details of each Loan and Line of Credit to which Client wishes to have access through the Service and any particular Service modules that Client wishes to elect. Any request for a Loan or Line of Credit to be accessible through the Service is subject to M&T’s approval, in its sole discretion. Certain types of Loans, Lines of Credit and other credit facilities may not be eligible for the Service, including, without limitation, the following: (a) Participation Loans Bought (b) Sold Portion of Participation Loans (c) Letters of Credit (d) Foreign Exchange Loans (e) Canadian Currency Loans (f) Commercial Leases (g) Floor Plan Loans The above list may be changed by M&T at any time, in its sole discretion. Notwithstanding any other terms herein, M&T may, at any time, in its sole discretion, and without prior notice to Client, reduce or eliminate Client’s access to any Loan or Line of Credit through the Service.

3) Access to Information and Reports. (a) If Client elects the ‘Loans and Lines of Credit - Information’ module of the Service, Client can use the Service to access transaction and other information in

respect of each Loan or Line of Credit elected by Client for this Service module. Information will be reported on a current-day basis and is subject to updating. Therefore, at any point in time, any information reported to Client through the Service is subject to adjustment upon final posting of transactions.

(b) Client also may be able to generate reports through the Delivery Channel in respect of any such elected Loans or Lines of Credit. Client may only select a standard report option as offered by M&T for the Service, or as otherwise approved by M&T in writing.

4) Authorization to M&T. Client hereby authorizes M&T to store, process, transmit and make available through the Delivery Channels all information generally accessible through the Service, including, without limitation, any information relating to any Loan or Line of Credit.

5) Service Requests. If Client elects the ‘Service Requests’ module of the Service, Client can send to M&T, via the Delivery Channel, electronic service requests in relation to each Loan or Line of Credit elected by Client for this Service module. Such service requests may include: (a) Loan Payoff Quote (b) Line of Credit Advance (c) LIBOR Interest Period Selection (d) Loan Payment Reversal (e) Setup Auto Payment Deduction Such service request options are subject to change at any time, in M&T’s sole discretion.

6) Payments on Loans and Lines of Credit. (a) If Client elects the ‘Loans and Lines of Credit - Payments’ module of the Service, Client can use the Service to make book transfers from any of Client’s

Accounts that are available for book transfers through the Delivery Channel to each Loan or Line of Credit elected by Client for this Service module. Such payment options include: (i) Invoice Payments (ii) Additional Principal and Interest Payments Such payment options are subject to change at any time, in M&T’s sole discretion.

(b) The Service may not be used for certain types of payments or funds transfers, as determined by M&T in its sole discretion, including, without limitation, in connection with scheduled balance loans, loan sweeps or auto-payment via ACH.

7) Drawdowns on Designated Lines of Credit. If Client elects the ‘Designated Lines of Credit - Drawdown’ module of the Service, Client can use the Service to drawdown an advance of funds on any Designated Line of Credit (in accordance with all terms and conditions of such Designated Line of Credit) and transfer such funds to any of Client’s Accounts that are available through the Delivery Channel.

8) Payments and Drawdowns (a) Payments and drawdowns may only be made on a Business Day. The cutoff time for payment and drawdown requests under Sections 6 and 7 above is

6:00p.m. Eastern Time on each Business Day. Such cutoff time is subject to change in M&T’s sole discretion. Any such requests made after the cutoff time on a Business Day (or on a day other than a Business Day) will not be accepted or processed, and, for such payment or draw to be processed, Client would need to re-submit the request before the cutoff time on another Business Day.

(b) Client understands and agrees that: (i) Payments - The Payment Order Security Procedures described in the ACH Origination Service T&C for the Internet-based Delivery Channel shall apply

to any book transfers made under Section 6 above. For the avoidance of doubt, a token device is not required to be used for book transfers made under Section 6 above.

(ii) Drawdowns - The Payment Order Security Procedures described in the ACH Origination Service T&C for the Internet-based Delivery Channel shall apply to any transfers made under Section 7 above (provided that a token device will be required for transfers made under Section 7 above).

Client agrees to such Payment Order Security Procedures.


Member FDIC

(c) The ACH Origination Service T&C shall apply to any payment or drawdown transfer request under Sections 6 and 7 made using the Service (provided that, to the extent any provision in the ACH Origination Service T&C is inconsistent with any provision in these T&C, the provision in these T&C shall prevail in regard to the payment or drawdown transfer request under Sections 6 or 7 above).

9) Access to Services. Client understands that the Service can only be accessed at such times as the M&T commercial loan accounting system is available. In general, that system is available from, approximately, 7:00 a.m. Eastern Time to 10:00 p.m. Eastern Time. However, M&T may change the availability of the Service at any time, including suspending the availability of the Service during nightly maintenance periods.

10) Third Party Information. If Client or any representative of Client gains, through its use of one or more Delivery Channels or the Service, access to any information relating to any person or entity other than Client, Client and such representative agree that they will (a) notify M&T immediately, (b) treat such third-party information as strictly confidential, and (c) not disclose it to any other person or entity. Further, Client shall ensure that adequate measures have been undertaken to prevent the unauthorized use of any such third-party information. Client agrees that it will not use any such third-party information for its own purposes.

11) Loan Documentation. If Client has been approved by M&T for M&T to make one or more Loans or Lines of Credit available to Client and if M&T, in its discretion, has approved one or more Loans or Lines of Credit to be made available to Client, the terms and conditions under which Client (a) may obtain Loans or Lines of Credit from M&T, and (b) is required to make payments of principal and interest on such Loans and Lines of Credit shall be governed by the loan agreements, promissory notes and any other instruments, documents or agreements both now and hereafter executed, delivered or furnished by Client evidencing, guaranteeing or securing such Loans or Lines of Credit (all such documents, as the same may from time to time be amended, restated, supplemented or otherwise modified or replaced, are herein collectively called the “Loan Documents”). If the Client Election Form indicates that Client has selected, and M&T has approved Client for, obtaining Loans or Lines of Credit and making payments on such Loans or Lines of Credit through the Delivery Channels, these T&C (and the remainder of the Agreement) shall be deemed to have supplemented the Loan Documents to add an electronic means for Client to perform such transactions as described in these T&C, in addition to the means of doing so otherwise set forth in the Loan Documents. Nothing in these T&C (or the remainder of the Agreement) will in any manner modify the Loan Documents to create a commitment of M&T to make any loans or lines of credit to Client where there was, prior to the execution of the Agreement, no such commitment. With regard to any conflict between these T&C (and the Agreement) and the Loan Documents relating to the electronic procedures and means for obtaining Loans or Lines of Credit and making payments on such Loans and Lines of Credit, these T&C shall control. With regard to any conflict between these T&C (and the remainder of the Agreement) and the Loan Documents relating to anything other than the electronic procedures and means for obtaining Loans or Lines of Credit and making payments on such Loans or Lines of Credit, the Loan Documents shall control.

Dodd-Frank Consumer Payment Service

These Dodd-Frank Consumer Payment Service Terms and Conditions (“T&C”) provide information on the use of the M&T Dodd-Frank Consumer Payment Service described in these T&C (“Service”).

Product Description M&T offers the Service to Clients that are financial institutions in order to assist such Clients with providing Remittance Transfer (as defined below) services to such Client’s own customers, clients and/or members (“customers”). Under the Service, M&T will provide to Client certain information (as described in Exhibit A at the end of these T&C), which Client may then use in order to prepare and provide Disclosures to Client’s own customers who initiate Remittance Transfers (being, in summary, electronic transfers of funds requested by consumers for payment to recipients located outside of the United States). Client may only use the Service for purposes of these T&C and relating to Client’s provision of Remittance Transfer services to its customers.

Terms and Conditions 1) Definitions and Interpretation. The following capitalized terms used in these T&C shall have the meanings given to those terms in the Remittance Transfer

Laws: (i) Remittance Transfer, (ii) Remittance Transfer Provider, (iii) Sender, (iv) Preauthorized Remittance Transfer; and the following capitalized terms used in these T&C shall have the following meanings: (a) “Remittance Transfer Laws” means Section 1073 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 C.F.R. Part 1005) and the final

rules implemented thereunder as published by the Bureau of Consumer Financial Protection. (b) “Safe Harbor Rule” means the rule under 12 C.F.R. Part 1005-31(f) (that deems a person to be not providing Remittance Transfers in the ordinary course

of its business if such person provides 100 or fewer Remittance Transfers in the previous calendar year and 100 or fewer Remittance Transfers in the current calendar year), as such rule is amended from time to time.

2) Other Applicable T&C. To use the Service in respect of an Account, Client must have elected the Funds Transfer (Wire) Service for the Account, and the Funds Transfer (Wire) T&C apply with respect to Payment Orders that Client provides to M&T in connection with its use of the Service under these T&C. In addition, the Financial Institution Client T&C in Part B of this Booklet apply to Clients who uses this Service.

3) Scope of Service. If Client elects the Service, the Service will apply in respect of any and all Accounts for which Client uses the Service. The Service is more fully described in Exhibit A to these T&C below, and primarily consists of the provision of information and data to Client which may only be used by Client in connection with Remittance Transfer services that Client provides to its own customers. Further, Client may only use such information and data to generate Disclosures (as defined below) for Remittance Transfer instructions (initiated by Client’s own customers) that Client issues against Accounts maintained at M&T in the name of Client. M&T reserves the right to remove and/or add currencies for which disclosure information is available, without prior notice to Client. Client acknowledges that the information and data provided to Client may not contain all information required by the Remittance Transfer Laws for certain Remittance Transfer related Disclosures. M&T reserves the right to modify, add, remove or otherwise make unavailable certain information and data without prior notice to Client. M&T has no responsibility for providing any prepayment, receipt or combined disclosure, proof of payment or other disclosure that may be required to be provided under the Remittance Transfer Laws (“Disclosures”) to Client’s own customers. Any information or data that is provided by Client to M&T for purposes of Client generating a Disclosure for a particular Remittance Transfer must be consistent with the information in the related Remittance Transfer instruction that is subsequently transmitted by M&T for processing. Client shall be solely responsible for any inconsistencies between information and data used to generate a Disclosure, and information and data in the related Remittance Transfer instruction subsequently transmitted to M&T, and M&T shall have no liability in connection therewith.

4) Client is Remittance Transfer Provider. (a) With respect to any Remittance Transfer instruction that Client transmits to M&T for which the Service is provided under these T&C, Client is the

Remittance Transfer Provider and M&T shall not be deemed or construed to be the Remittance Transfer Provider. M&T has no obligations or duties of a Remittance Transfer Provider (including any obligation to provide any Disclosures to Client’s customers). M&T is not an agent of Client and M&T does not


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act in any agency, trustee or fiduciary capacity in respect of the performance of the Service or otherwise in connection with the matters described in these T&C, including in relation to any Disclosures provided to Client’s customers.

(b) M&T is not assuming any responsibility for Client’s liability under the Remittance Transfer Laws by virtue of M&T’s offering the Service and/or processing and/or executing Remittance Transfer instructions. Client is solely liable and responsible for, and shall comply with, any and all Remittance Transfer Laws (including all requirements to provide any Disclosures to its customers) and all other laws, regulations and requirements applicable to Client in respect of the operation of its business and the transmission of any Remittance Transfer instruction to M&T for which the Service is provided (including all anti-money laundering and related laws, regulations and requirements referred to in Section 6 of the Financial Institutions Client T&C). M&T shall have no responsibility to assist Client in complying with the Remittance Transfer Laws or any other such laws, regulations or requirements or for determining whether or not Client has complied therewith. M&T provides no representation or guarantee that its Services will ensure that Client is in compliance with the Remittance Transfer Laws or that Client’s Disclosures will meet the requirements of the Remittance Transfer Laws. M&T’s Services are not designed to ensure compliance with all requirements of the Remittance Transfer Laws or to satisfy all obligations and duties of a Remittance Transfer Provider under the Remittance Transfer Laws.

(c) M&T is providing the Service solely to Client and not to any of Client's customers, and no relationship, contractual or otherwise, is intended to be, or is created between M&T and any of Client's customers. Client is solely responsible for entering into, and complying with, its own agreements and contracts with its customers in respect of any Remittance Transfer processed for its customer and other services provided to its customer. Client is solely responsible for any unauthorized Remittance Transfers that is processed for its customer. Client’s customers are not third party beneficiaries of these T&C.

5) No Preauthorized Remittance Transfers. The Service does not include any services or information for processing of Preauthorized Remittance Transfers, unless otherwise expressly agreed in writing by M&T.

6) Safe Harbor Rule. Client is solely responsible for determining whether or not it is eligible to rely on the Safe Harbor Rule, including calculating the total number of Remittance Transfers that it provides (including any Remittance Transfers that are provided itself, or through any other financial institution). Client acknowledges and agrees that while M&T may use reasonable efforts to keep Client informed of the number of funds transfers that M&T processes for Client, M&T is not responsible for determining whether or not such transfers are, in fact, Remittance Transfers. Client is solely responsible for (i) keeping informed of the number of Remittance Transfers that it processes itself and the number of Remittance Transfers that M&T and other financial institutions may process for Client and (ii) determining when Client is no longer eligible to rely on the Safe Harbor Rule.

7) Disclaimer of Warranties. Client accepts responsibility for its use of the Service and the making of any Disclosures to its own customers, and recognizes that the information and data provided under the Service may contain inaccuracies and is dynamic and in a constant state of maintenance, correction and update which will result in changes during the term of these T&C.

8) Limitation of Liability. Without limiting the limitations on M&T’s liabilities and remedies as set forth in the Master Agreement, M&T’s liability for any Loss arising out of or related to these T&C or the Service provided hereunder shall be limited to direct damages resulting from M&T’s gross negligence or willful misconduct and shall be further limited as set forth below: (a) M&T's liability for any Loss incurred by Client as a result of inaccurate or insufficient information in any Disclosure provided by Client to its customer based

on information that M&T provides (or omits to provide) to Client hereunder shall be limited to the service fees (if any) paid by Client to M&T for the Service for the particular Remittance Transfer instruction that has given rise to the Loss. To the maximum extent not prohibited by applicable Law, in no event will M&T's aggregate liability for Losses in connection with these T&C, the Disclosures provided to Client’s customers and/or the Service exceed the service fees (if any) paid by Client to M&T for the particular Disclosure, and M&T's liability in connection with any Loss resulting from information provided to Client hereunder and/or a Disclosure shall be limited to reimbursement of service fees (if any) paid to M&T for said Disclosure. The foregoing shall constitute Client's sole and exclusive remedy for monetary damages in respect of use of the Service and in connection with these T&C.

(b) Once a Remittance Transfer instruction has been transmitted by Client to M&T and accepted by M&T, M&T's liability for processing and executing such Remittance Transfer instruction from Client shall be governed by the Uniform Commercial Code Article 4A and the terms and conditions of the Master Agreements and the Funds Transfer Service T&C applicable to such funds transfer instruction.

9) Indemnity. To the maximum extent permitted by applicable Law, Client hereby releases M&T from and hereby indemnifies, defends and holds M&T harmless from and against any and all Losses, directly or indirectly, resulting from, relating to or arising out of or in connection with: (i) Client’s breach of any term or condition of these T&C, (ii) Client’s violation of the Remittance Transfer Laws or any other law or regulation, (iii) Client’s fraud or intentional misconduct, (iv) Client’s provision of any incorrect or incomplete instruction, data or information to M&T; (v) any act or omission of Client or its representatives or customers, (vi) the processing of any Remittance Transfer for Client’s customer and (vii) any Loss claimed by Client’s customer against M&T.

10) Use of Vendors. Client understands that M&T may use other vendors, intermediary banks and financial institutions to assist M&T with providing all or any part of the Service. M&T shall not be liable or responsible for the accuracy or completeness of any services or information provided to M&T by any such third party or for any Losses arising in connection therewith.

Exhibit A to Dodd-Frank Consumer Payment Service T&C 1) Telephone Call to M&T

(a) Client must use M&T’s “Telephone to Wire Room” method (by calling the 1800 number provided by M&T to Client) to request M&T to process and execute a Remittance Transfer for Client’s customer. This method requires use of a token device as described in Section 4(b) below. Only Client’s designated representatives who have been issued with a token device by M&T may call such number to request a Remittance Transfer under this method.

(b) Client must provide the payment order details required by M&T in respect of such Remittance Transfer. Client also must inform the M&T representative on such phone call that the particular payment order is a “[consumer foreign remittance transfer]” (or such other wording as M&T may from time to time advise Client to use) and that Client requires M&T to provide the remittance transfer information set forth in Section 2(a) below.

2) Provision of Information to Client (a) After the telephone call, M&T shall gather and send to Client via email or other channels or means as determined by M&T, the following information in

respect of the requested Remittance Transfer: (i) the amount of any fees charged by M&T; (ii) the amount of any fees charged by M&T’s intermediary bank, as notified to M&T by such intermediary bank; (iii) the FX rate and foreign currency amount, as notified to M&T by its intermediary bank; (iv) the date that payment of the Remittance Transfer will be made available to the recipient, which will be the maximum date allowed by the

Remittance Transfer Laws. (b) The Remittance Transfer information that Client provides to M&T under Section 1(b) above (for purposes of M&T generating the information described in

Section 2(a) above for a particular Remittance Transfer) must be consistent with the information in the Remittance Transfer that is subsequently transmitted to M&T for processing. Client shall be responsible for any inconsistencies between information that it provides to M&T (for purposes of M&T


Member FDIC

generating the information described in Section 2(a) above for a particular Remittance Transfer), and information in the Remittance Transfer subsequently transmitted to M&T, and M&T shall have no liability in connection therewith.

3) Processing Remittance Transfers (a) After Client has received the information described in Section 2(a) above, Client may use M&T’s ”Telephone to Wire Room” method (using the above-

mentioned 1800 number) to call-back M&T and instruct M&T to initiate the Remittance Transfer. (b) Client must not call-back M&T to instruct M&T to initiate the Remittance Transfer until:

(i) Client has prepared and provided to its customer all required Disclosures and information as required by the Remittance Transfer Laws to be provided prior to processing the Remittance Transfer;

(ii) Client has obtained its customer’s express authorization to proceed with the Remittance Transfer; and (iii) At least 30 minutes has expired between the time that (i) Client’s customer makes payment for the Remittance Transfer and the time (ii) Client calls-

back M&T to instruct M&T to initiate the Remittance Transfer. Client understands that, under the Remittance Transfer Laws as of the date of these T&C, a Sender has the right to cancel a Remittance Transfer within 30-minutes after it makes payment for the Remittance Transfer. Client is solely responsible for refunding to Sender the full amount of the Remittance Transfer (and all related fees and other taxes and amounts required by the Remittance Transfer Laws) if, for whatever reason, Client is able to cancel the Remittance Transfer.

(c) Once Client instructs M&T to initiate the Remittance Transfer under Section 3(a) above, such Remittance Transfer may not be cancelled or amended without the written consent of M&T (which consent may be withheld in its absolute discretion).

(d) When processing the Remittance Transfer, M&T shall apply to the Remittance Transfer the new required FED/CHIPS code words. (e) Client may not designate the intermediary bank(s), if any, to be used in the execution of Remittance Transfers transmitted for processing in connection

with use of the Service. M&T reserves the right to use any intermediary bank in the execution of the Remittance Transfer which M&T deems reasonable in the circumstances.

4) Funds Transfer T&C and Wire Request Method (a) Except as set forth in these T&C, all Remittance Transfer instructions that Client transmits to M&T for processing in connection with M&T’s provision of the

Service to Client hereunder shall be deemed a Payment Order instruction subject to the Master Agreement and the Funds Transfer (Wire) Service T&C. (b) Client understands that such Remittance Transfer instructions may only be processed under M&T’s “Telephone to Wire Room” method. The authenticity

of such Remittance Transfers instructions issued by Client to M&T will be verified pursuant to the security procedures set forth in the Funds Transfer (Wire) Service T&C for that transmission method. Notwithstanding anything else, Client is responsible for any Remittance Transfer instruction and associated funds transfer that is actually authorized by or on behalf of Client, whether or not M&T or Client complied with the agreed-to security procedures for that instruction.

5) Investigation Support Services. Upon Client’s request, M&T shall provide reasonable investigation support services in connection with Remittance Transfer instructions for which M&T provides the Service. All requests for investigation support must be requested by Client in writing no later than 180 days after the disclosed date of availability of the Remittance Transfer. Requests for investigation must include sufficient information to enable M&T to identify the Remittance Transfer that is the subject of investigation, and must indicate the reason for such investigation. M&T shall provide a written report to Client detailing the results of the investigation no later than 90 days after receipt by M&T of Client’s request for investigation.

EDI Reporting Service

These EDI Reporting Service Terms and Conditions (“T&C”) provide information on the use of the M&T Electronic Data Interchange (EDI) Reporting Service (“Service”).

Product Description This Service allows Client to receive detailed file output or reports of information for Received Debit Entries and Received Credit Entries (“Reports”). The Service translates payment remittance data that is received by M&T, such as invoice information, into an EDI 820 format or a “human readable format.” The Service also can create an output file to support automated accounts receivable processing. The information provided in the Reports includes company name, company description, individual name, individual ID/customer ID, dollar amount and properly formatted associated addenda information.

Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, Entry, Received Debit Entry, Received Credit Entry, and SEC Codes. Terms and Conditions 1) Report Options. Client must select a standard report option as offered by M&T for the Service from time to time. 2) Report and File Output. The Report that is made available to Client is in “human readable format.” File output options include EDI 820 ANSI X12 standard or a

proprietary flat file output. The flat file output requires a mapping and testing period. Client may designate whether to have M&T report all or selected SEC Codes.

3) Receipt of Report and File Output. M&T shall use commercially reasonable efforts to make available to Client the Reports by 8 a.m. each Business Day on which any Received Debit Entry or Received Credit Entry was settled on the prior Business Day. Client may choose to have the Reports made available daily, weekly, monthly or as otherwise specified by Client and agreed by M&T. Non-daily Reports contain cumulative information for the period covered in the report. Reports will be made available to Client through the designated channel offered by M&T and selected by Client from time to time, which may include WebInfoPLU$, facsimile, mail and/or Direct Transmission. M&T may change any such offered channel at any time.

4) Restriction on Use. If Client uses this Service for any Account, it may not use the ACH Special Reporting Service for the same Account simultaneously. Electronic Account Analysis Service

These Electronic Account Analysis Terms and Conditions (“T&C”) provide information on the M&T Electronic Account Analysis Service (“Service”).

Product Description This Service allows Client to receive monthly account analysis fee and balance information in EDI 822 format. Upon receipt of such information, Client can utilize such information to facilitate its own analysis and inquiries regarding its Account information.


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Terms and Conditions 1) Software. Client must use commercially available software or an in-house system (“accounting software”) in order to accept the EDI 822 format used by M&T

(or such other format as required by M&T from time to time). The use of the accounting software will permit Client to use the information received from M&T to perform report format, trend analysis and variance reports.

2) File Layout. Client must select either the 3040 or 4010 version (or other version as offered by M&T from time to time) of the EDI 822 format that provides the mandatory fields and the optional fields selected by M&T.

3) Receipt of Reports. M&T shall use commercially reasonable efforts to create the Electronic Account Analysis file at end of day on the 5th Business Day of each month for the previous month’s analysis statement. M&T does not guarantee any specific delivery time or date.

4) Restrictions. Client must be able to accept standard file layouts currently in use by M&T. Funds Transfer (Wire) Service

These Funds Transfer (Wire) Service Terms and Conditions (“T&C”) provide information on the M&T Funds Transfer Service (“Service”).

Product Description This Service allows Client to initiate funds transfers (wires) from its Account.

Definitions “Book Transfer” means any Funds Transfer from one of Client’s Accounts to another of Client’s Accounts at M&T. “Control Totals” means a statement that includes the total dollar amount and total number of Payment Orders contained in each electronic file delivered to M&T on a particular Business Day using direct transmission. “Correspondent” means any intermediary or recipient institution, agent or sub-agent thereof, payment network or other third party involved in the transmission and/or receipt of a Funds Transfer. “Direct Transmission” means the submission of a file, instruction or other information directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s FTP or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time). “Foreign Funds Transfer” means a Funds Transfer associated with that Foreign Payment Order. “Foreign Payment Order” means any Payment Order that designates a recipient, recipient institution or other institution located outside of the United States of America. “Funds Transfer” means a funds transfer (wire) from one of Client’s Accounts. “Payment Order” means any instruction to initiate a Funds Transfer. “Payment Order Security Procedures” means the Security Procedures described in these T&C. “Repetitive Payment Order” means a series of Payment Orders from an Account that contain most of the same information (e.g., same beneficiary) but each of which must be individually initiated by a Transmitter. “Representative” of Client means any individual who, from time to time, is a System Administrator, TM Signer, Wire Security Contact, Wire Telephone Transmitter, FX Wire Contact, authorized signer on an Account or other Transmitter, and any assigns and successors of any such representative. “Standing Payment Order” means a Payment Order on a form or in a format approved by M&T that authorizes and directs M&T, without further instruction from any party, to automatically execute and debit an Account for periodic Funds Transfers to be made at specified times and in specified amounts from an Account to any other account as prescribed in such Payment Order. “Security Procedure” has the meaning given to that term in the Master Agreement. “Transmitter” means any individual authorized by Client to deliver Payment Orders to M&T and, in the case of Direct Transmission, anyone who uses Direct Transmission purportedly for Client’s Account or on Client’s behalf. “USD” means United States Dollar. “Wire Security Contact” means each individual designated by Client from time to time as a Wire Security Contact on a Client Election Form, who is authorized to serve as a wire security contact and to provide instructions to M&T on Client’s behalf specifically with respect to any matter involving or relating to Funds Transfers from Client’s Accounts, including Funds Transfers performed outside of this Service. “Wire Telephone Transmitter” means each individual designated by Client from time to time as a Wire Telephone Transmitter on a Client Election Form, who is authorized to initiate and confirm payment orders using M&T’s “Telephone to Wire Room” method.

Terms and Conditions 1) Requesting Funds Transfers. A Representative may request Funds Transfers by delivering Payment Orders to M&T as described below.

(a) Payment Orders (Other Than Standing Payment Orders). Client may issue Payment Orders (other than Standing Payment Orders) to M&T using any of the methods and Security Procedures set forth in Section 2 below (as may be amended from time to time by M&T in accordance with the Master Agreement). Client may initiate such individual Payment Order by providing all relevant information about the Funds Transfer at the time the Payment Order is placed. Client may also establish a template for Repetitive Payment Orders as follows: (i) if Client delivers Payment Orders using the ‘Telephone to Wire Room’ method, M&T will provide a template form to be completed, signed and returned to M&T by a Representative or, (ii) if Client delivers Payment Orders using Web InfoPLU$, one of Client’s System Administrators may establish a wire template on Web InfoPLU$ (and WebInfoPLU$ users authorized by a System Administrator also may establish a wire template). Templates cannot be used for Payment Orders delivered using Direct Transmission.

(b) Standing Payment Orders. Notwithstanding anything else in the Agreement, Client may deliver a Standing Payment Order to M&T by any of the methods chosen by Client in this Section 1(b) and, in any such case, Client elects to use the Security Procedures associated with those methods as set forth in this Section 1(b). Such methods and Security Procedures may be amended from time to time by M&T in accordance with the Master Agreement. Subject to and in accordance with the Agreement, M&T may, in its sole discretion, accept any Standing Payment Order received from any of Client’s Representatives. Prior to submitting to M&T any Standing Payment Order, Client shall carefully review the Standing Payment Order to ensure that it accurately reflects Client’s instructions. M&T is authorized to execute, and Client expressly agrees to be bound by, any Payment Order and associated Funds Transfer, whether or not authorized, issued in Client’s name that is accepted by M&T in accordance with the applicable Security Procedures chosen by Client as set forth below for the payment order method selected by Client below, and to debit the identified Account for the amount of the requested Funds Transfer. Additional information on these transmission methods and their use may be in the applicable User Guides that M&T makes available to Client. (i) In-Person: A Standing Payment Order may be delivered to M&T in-person at a branch or other location. In such case, M&T will review the name of

the person purporting to sign the Standing Payment Order delivered to M&T to verify that such person’s name appears to be, according to M&T’s records, the same as the name of a Representative of Client for the Account. M&T also shall review the person’s government issued identification to


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verify that the name and signature of the person on such government issued identification appears to be, according to such identification, the same as the name and signature on the Standing Payment Order delivered to M&T.

(ii) Email or Facsimile: A Standing Payment Order may be delivered to M&T by email or facsimile. Client shall deliver the completed and signed Standing Payment Order to M&T at an email address or fax number provided to Client by M&T. Client is responsible for ensuring that any such email or fax sent to M&T in a secured manner. If M&T receives the executed Standing Payment Order by email, M&T will review that email to verify that it appears to have been sent from an email address for a Representative on file with M&T and will review the name and signature of the person purporting to sign the Standing Payment Order to verify that such person appears to be, according to M&T’s records, a Representative. If M&T receives the executed Standing Payment Order by fax, M&T will compare the name and signature of the person purporting to sign the Standing Payment Order to verify that such person appears to be, according to M&T’s records, a Representative. M&T will then make a telephone call to any Representative (which Representative may be the same as the Representative that emailed or faxed the form to M&T) at the telephone number for such person according to M&T’s records, to obtain oral confirmation of the requested establishment of a Standing Payment Order.

(iii) Internet: A Standing Payment Order may be delivered to M&T using an M&T Internet application, such as Web InfoPLU$. If Client chooses this method, the provisions (and Security Procedures) set forth in Section 2(b) below shall apply.

Client acknowledges and agrees that the Security Procedures set forth above, whether or not Client chooses to use a secondary approval procedure, are commercially reasonable for the transmission of Standing Payment Orders to M&T using the applicable method set forth above, and for verifying the authenticity of a Standing Payment Order received by M&T purportedly from Client. M&T may, at M&T’s sole discretion, (i) refuse to accept any Standing Payment Order that it receives purportedly from or on behalf of Client, or (ii) at any time upon notice to Client, cease to execute Funds Transfers based upon any Standing Payment Order M&T has previously accepted. Any Representative is authorized to revoke a Standing Payment Order. M&T is not obligated to act on any such revocation until it receives written notice of the revocation and has a reasonable time to act on such notice. Any Funds Transfers executed by M&T that are based on a Standing Payment Order are not subject to verification by any of the Security Procedures set forth in Section 1(b) above or otherwise, but are otherwise subject to the same terms and conditions that apply to other Funds Transfers under the Agreement.

(c) Instructions. M&T is not responsible for any good faith errors arising from a misunderstanding of any telephone, written or other instruction. M&T will rely on Client’s selection of Payment Order Security Procedures and designation of Representatives until M&T actually receives written notice of any change of such Representative and has a Reasonable Time to Act on such notice. Client’s instructions and authorizations in a Client Election Form accepted by M&T and on file in M&T’s books and records supersede and replace any and all instructions and authorizations that Client may have previously given to M&T in regard to such matters, whether set forth in a previously executed agreement or in any other written notice or communication. All such previous instructions and authorizations are of no further force or effect.

2) Payment Order Security Procedures; Authorization for Transactions. M&T is authorized to execute, and Client expressly agrees to be bound by, any Payment Order and associated Funds Transfer, whether or not authorized, issued in Client’s name that is accepted by M&T in accordance with the applicable Security Procedures chosen by Client as set forth below for the payment order method selected by Client on a Client Election Form or otherwise, and to debit the identified Account for the amount of the requested Funds Transfer. Client may transmit Payment Orders using any of the methods set forth below (as may be amended from time to time by M&T in accordance with the Master Agreement) and, in any such case, elects to use the applicable Payment Order Security Procedures associated with such method. Additional information on these transmission methods and their use are in the applicable User Guides that M&T makes available to Client. (a) Telephone to Wire Room: If Client chooses to deliver Payment Orders to M&T by telephoning M&T’s Payment Services Department (Wire Room), Client

must designate on a Client Election Form each person Client authorizes to provide Payment Orders by telephone as a Wire Telephone Transmitter. Client may remove, replace and add Wire Telephone Transmitters by completing and submitting a new Client Election Form. M&T will provide a token device for each Wire Telephone Transmitter and this token device must be used each time that a Wire Telephone Transmitter delivers Payment Orders by telephone. Client acknowledges and agrees that these telephone Payment Order Security Procedures are commercially reasonable for the transmission of Payment Orders to M&T and for verifying the authenticity of a Payment Order received by M&T by telephone purportedly from Client.

(b) Website (e.g., WebInfoPLU$): If Client chooses to deliver Payment Orders to M&T through a Website (such as WebInfoPLU$), Client must designate one or more individuals to serve as its System Administrator. The System Administrator must designate and set up all other Transmitters (e.g., ‘users’) authorized to access information and transmit Payment Orders and other information to M&T (including setting up profiles, delegating privileges and establishing restrictions on each person’s authority) using the Website. M&T will provide a token device for each Transmitter authorized to initiate Payment Orders through the Website, and this token device must be used each time a Transmitter wishes to deliver a Payment Order through the Website. To initiate a Payment Order through the Website, the Website must be accessed through (i) a log-in user ID and password and (ii) the use of the token device and (iii) any other security procedures made available by M&T from time to time for initiating Payment Orders through the Website (“Internet Security Procedures”); provided that the Internet Security Procedures do not include the use of a token device for Book Transfers (other than Book Transfers performed through the Wire module of Web InfoPLU$, which do require the use of a token device). Client acknowledges and agrees that the Internet Security Procedures, whether or not Client chooses to use a secondary approval procedure, are commercially reasonable for the transmission of Payment Orders to M&T using the applicable Internet application, and for verifying the authenticity of a Payment Order received by M&T purportedly from Client.

(c) Direct Transmission: If Client chooses to transmit files containing Payment Orders directly to M&T via Direct Transmission, Client elects to use, and agrees to the terms of, the Payment Order Security Procedures applicable to Direct Transmission as described in this Section (“Direct Transmission Security Procedures”): (i) M&T will provide Client with: (i) identifying information about a secure site for file transmission (the “File Transmission Site”) to which Client will

connect to send its files using direct transmission; and (ii) a user ID and password to enable Client’s system to transmit files to the File Transmission Site. When sending files to M&T using direct transmission, Client must send its files to the File Transmission Site using its user ID and password and make use of a secondary means of file authentication, such as encrypting files using PGP (Pretty Good Privacy) or other similar encryption technology acceptable to M&T, or by using an Internet Protocol (IP) address validation.

(ii) As an alternative Control Total procedure to that set forth in Section 2(c)(i) above, if mutually agreed by the parties in writing, Client’s Wire Security Contact (or an individual authorized by the Wire Security Contact to submit and verify Control Totals) may send to M&T the Control Totals associated with a file of Payment Orders using secure email or facsimile. If M&T does not receive Control Totals prior to receiving the associated file of Payment Orders, M&T may not be able to process such Payment Orders and will not be liable therefor. If Client elects to transmit Control Totals using secure email, Client will send Control Totals to the email address designated by M&T using a format acceptable to M&T. If Client elects to transmit Control Totals using facsimile, Client will send Control Totals to the facsimile number designated by M&T using a format acceptable to M&T.

(iii) M&T will compare the Control Totals submitted to it by Client with the total dollar amount and number of Payment Orders contained in the file transmitted to M&T. If the Control Totals match the total dollar amount and number of Payment Orders sent in the file, M&T will process the file (subject to any secondary approval procedure described below). If the Control Totals do not match the total dollar amount and number of Payment


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Orders sent in the file, M&T will not process the file and will contact Client’s Wire Security Contact by telephone. Client will be instructed to submit a new file with corrected Control Totals or, if necessary and agreed upon by the parties in writing, Client may invoke the alternate Control Total security procedure set forth above and submit Control Totals using secure email or facsimile as set forth above.

(iv) Client agrees that the Direct Transmission Security Procedures are commercially reasonable for the transmission of Payment Orders to M&T using Direct Transmission and for verifying the authenticity of a file received by M&T purportedly from Client.

Secondary Approval Procedure Clients – Direct Transmission This paragraph applies to any Client who chooses both to (i) use WebInfoPLU$ or similar M&T Internet application with capability to approve Payment Orders submitted via Direct Transmission and (ii) transmit files containing Payment Orders to M&T’s system by Direct Transmission. With respect to any such Client, once M&T compares the Control Totals submitted by Client with the total dollar amount and number of Payment Orders contained in the file transmitted to M&T, and subject to the Control Totals matching the total dollar amount and number of Payment Orders sent in the file, M&T will upload the file to such Internet application. Client will then be required to log-into such Internet application and secondarily approve the file. Once approved, M&T will process the file. Client agrees that the Direct Transmission Security Procedures are commercially reasonable for the transmission of Payment Orders to M&T using Direct Transmission and for verifying the authenticity of a file received by M&T purportedly from Client, whether or not Client has available to it or chooses to use the secondary approval procedure described in this paragraph.

(d) S.W.I.F.T.: The S.W.I.F.T. transmission methods described in this Section are available only to a Client if first approved by M&T in writing. Subject to such approval, if Client chooses to deliver, or have its agent or a Forwarding Bank (as defined in the S.W.I.F.T. Request for Transfer Service Level Rules and Regulations) deliver, any Payment Order to M&T directly or through M&T’s or Client’s agent or a Forwarding Bank via the Society for Worldwide Interbank Financial Telecommunication (“S.W.I.F.T.”), Client (i) agrees to comply with and be bound by the S.W.I.F.T. terms and conditions (including the S.W.I.F.T. General Terms and Conditions as amended from time to time) and (ii) elects to use the security procedures associated with the transmission of Payment Orders via S.W.I.F.T., including, but not limited to, any security procedures offered or required by a Forwarding Bank (collectively, “S.W.I.F.T. Security Procedures”). The S.W.I.F.T. Security Procedures may include use of S.W.I.F.T. identifying codes and/or authorizations. Client acknowledges and agrees that the S.W.I.F.T. Security Procedures are commercially reasonable for the transmission of Payment Orders to M&T via S.W.I.F.T. and for verifying the authenticity of a Payment Order received by M&T apparently from or on behalf of Client or Client’s agent. Client further acknowledges and agrees that it is solely responsible and liable for all Payment Orders, whether or not authorized, delivered to M&T via S.W.I.F.T. as discussed above, including, but not limited to, all Payment Orders forwarded to M&T by a Forwarding Bank apparently from or on behalf of Client or Client’s agent. Client agrees that M&T shall have no responsibility or liability for unauthorized or inaccurate Payment Orders delivered to M&T via S.W.I.F.T., including, but not limited to, those Payment Orders forwarded to M&T by a Forwarding Bank apparently from or on behalf of Client or Client’s agent.

(e) Payment Orders Delivered to M&T in Person: If Client chooses to deliver a Payment Order to M&T in-person at a branch office or other location, M&T will review the name of the person purporting to sign the Payment Order delivered to M&T to verify that such person’s name appears to be, according to M&T’s records, the same as the name of a Representative of Client for the Account. M&T shall then review the person’s government issued identification to verify that the name and signature of the person on such government issued identification appears to be, according to such identification, the same as the name and signature on the Payment Order delivered to M&T. Client shall carefully review the Payment Order (including any information completed by Client or M&T) prior to signing the Payment Order to ensure that it accurately reflects Client’s Payment Order instructions. Client acknowledges and agrees that the above in-person security procedures (“In-Person Security Procedures”) are commercially reasonable for the transmission of Payment Orders to M&T and for verifying the authenticity of a Payment Order received by M&T in person apparently from Client.

(f) Payment Orders Delivered to FX Operations. If Client contacts M&T’s Foreign Exchange Desk (“FX Desk”) to request that M&T execute a foreign currency transaction (such as a foreign currency purchase, including in connection with spot and forward foreign currency trade transactions, cross-currency transactions and foreign exchange swap transactions) (“FX Transaction”) on behalf of Client, Client may, in connection with such FX Transaction, also deliver a Payment Order for a currency other than the denominated currency of the Account (“Foreign Currency Payment Order”) directly to the FX Operations Group (“FX Operations”) for the FX Transaction amount. Such Foreign Currency Payment Order may only be delivered to M&T via any of the wire initiation method(s) set forth below and, in any such case, Client elects to use the applicable Security Procedures associated with such method. (i) Email or Facsimile to FX Operations (with a call-back). If Client wishes to use this method, a Representative of Client must deliver the related Foreign

Currency Payment Order to M&T by either (i) sending an e-mail or facsimile to FX Operations or (ii) completing and e-mailing or faxing to FX Operations an M&T wire instruction form, with such information as required by M&T in its sole discretion for such Foreign Currency Payment Order. E-mail and facsimile transmissions must be delivered to M&T’s e-mail or facsimile address provided by M&T to Client. M&T will review the e-mail to verify that it appears to have been sent from an e-mail address for the Representative on file with M&T and that the name of the person purporting to e-mail the Foreign Currency Payment Order appears to be, according to M&T’s records, a Representative. M&T will then make a telephone call to a Representative (which Representative may be the same person as the person who e-mailed or faxed the Foreign Currency Payment Order instruction to M&T) at the telephone number for such person according to M&T’s records to obtain oral confirmation of the requested Foreign Currency Payment Order. Other than reviewing the email transmission as noted above and the aforementioned call-back verification, M&T will have no duty to verify that the Representative who purportedly sent the email or facsimile instruction actually did so, or that the amount of any Funds Transfer or account information is correct. Client acknowledges and agrees that the above e-mail or facsimile security procedures are commercially reasonable for the transmission of Foreign Currency Payment Orders to M&T and for verifying the authenticity of a Foreign Currency Payment Order received by M&T via e-mail or facsimile apparently from Client.

(ii) Email or Facsimile to FX Operations (with a token device call-back). Client understands that M&T does not, as of the date of the Addendum to Treasury Management Agreement (FX Group – Funds Transfer (Wire) Service) entered into between the parties (“Addendum”), offer to its clients the wire transfer method described in this Section (2)(f)(ii) (being email or facsimile to FX Operations with a token device), and nothing herein shall place any obligation or duty on M&T to offer such wire transfer method in the future. If, however, at any time in the future, M&T chooses to offer such wire transfer method to Client, this Section (2)(f)(ii) shall apply in respect thereof (as may be amended from time to time by M&T in accordance with the Master Agreement). M&T shall notify Client if, and when, it wishes to offer this wire transfer method and, at that time, M&T will provide to Client token devices for Client’s designated FX Wire Contacts to use to deliver Foreign Currency Payment Orders under this Section (2)(f)(ii). Subject to the paragraph immediately above, if Client wishes to use this wire initiation method, a Representative of Client must deliver the Foreign Currency Payment Order to M&T by either (i) sending an e-mail or facsimile to FX Operations or (ii) completing and e-mailing or faxing to FX Operations a M&T wire instruction form, with such information as required by M&T in its sole discretion for such Foreign Currency Payment Order (which information may include the amount of the Funds Transfer, any Account that will be debited and the recipient account number and institution that will be credited). E-mail and facsimile transmissions must be delivered to M&T’s e-mail or facsimile address provided by M&T to Client. Thereafter, a telephone call will be made to a Representative or a Representative shall make a telephone call to FX Operations at the telephone number that M&T provides to Client. M&T will provide a token device for each individual who is appointed as Client’s FX Wire Contact. That token


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device must be used each time a Representative delivers a Foreign Currency Payment Order to M&T via telephone call to/from FX Operations (with a token device) under this Section 2(f)(ii). Other than obtaining the token device number from the caller, M&T will have no duty to verify that the Representative who purportedly telephoned M&T (or accepted M&T’s telephone call) actually did so, or that the amount of any Funds Transfer or account information is correct. Client acknowledges and agrees that these telephone security procedures are commercially reasonable for the transmission of Foreign Currency Payment Orders to M&T and for verifying the authenticity of a Foreign Currency Payment Order received by M&T via telephone call to/from FX Operations (with a token device) apparently from Client.

(g) Client Security Requirements. For the avoidance of doubt, the provisions set forth below in the “Client Security Requirements T&C” section in Part B of this Booklet also shall apply to the use of the Service.

3) Additional Procedures. In addition to the agreed-to Payment Order Security Procedures chosen by Client as described in Section 2 above, M&T reserves the right, at its sole option, but without obligation of any kind, to (i) offer other additional security procedures that Client may select and/or (ii) to implement or require additional security procedures (each, an “Additional Procedure”). M&T reserves the right, in its sole discretion, at any time to change and/or cease any such Additional Procedures and to implement or require any other Additional Procedures. While M&T reserves the right to implement or require Additional Procedures, any decision to do so is in M&T sole discretion and nothing in these T&C shall impose on M&T any duty or obligation to do so. The implementation of any Additional Procedures does not, in any way, impose on M&T any duty or obligation to verify that the individual/s who authorized the relevant Payment Order was authorized to do so or that the amount of the Payment Order or account information is correct. Regardless of whether or not M&T implements or requires an Additional Procedure in respect of a Payment Order, Client hereby acknowledges and agrees that the Payment Order Security Procedures described in Section 2 above are commercially reasonable for the transmission of Payment Orders to M&T and for verifying the authenticity of a Payment Order received by M&T purportedly from Client. (a) Website: Regardless of any other provision in these T&C, M&T reserves the right, at its sole option, but without obligation of any kind, to use Additional

Procedures in connect with Client’s use of a Website to deliver Payment Orders, such as out of band authentication process. In the event M&T so requires any such Additional Procedures, Client acknowledges that it elects to use, and agrees to the terms of, such Security Procedures.

(b) Call Back Verification: Regardless of any other provision in these T&C, M&T reserves the right, at its sole option, but without obligation of any kind, to call back any of Client’s Authorized Representatives (including any of Client's Wire Security Contacts, Transmitters, TM Signers, System Administrators, signers on Accounts, Web InfoPLU$ users, Servicers or Servicer Representatives ) by telephone to verify any Payment Order that M&T receives through any means and to reject any Payment Order that M&T cannot verify to its satisfaction by the close of business on the Business Day the Payment Order is received (“Call Back Verification”). M&T is not responsible for any delay in the processing of any Payment Order resulting from M&T’s inability to reach Client’s Authorized Representative to verify the authenticity or accuracy of any such Payment Order.

(c) Dual Authorization: M&T strongly recommends that Client utilize any secondary approval procedures made available through any Website (such as Web InfoPLU$) or other Internet application (such as the Mobile InfoPLU$ Service), including for initiating Payment Orders and the creation or maintenance of wire profiles. Regardless of any other provision in these T&C, with respect to any Payment Order delivered to M&T through any such Internet application, M&T reserves the right, in its sole discretion, to (i) require that any such Payment Order that M&T receives must be initiated using one User ID assigned to a representative of Client and then approved (authorized) using a different User ID assigned to a representative of Client (“Dual Authorization”) and (ii) reject any Payment Order that was not Dual Authorized (“Dual Authorization”). In the event M&T so requires such Dual Authorization, Client acknowledges that it elects to use, and agrees to the terms of, such Security Procedures. Although Dual Authorization is a helpful tool, neither it, nor any other security tool, can guarantee security, including, for example if two sets of User ID’s and login credentials are compromised, if a user is created with the authority to initiate and approve, or if fraudulent users are established.

(d) Other Security Options: From time to time, M&T may, at its sole option, but without obligation of any kind, offer other additional security limits, controls and options that Client can implement. Client agrees that the following security options currently offered by M&T are commercially reasonable for Client and that, if Client does not set up or comply with such security options, Client will be deemed to have refused such security options. In such case, the Payment Order Security Procedures selected and agreed by Client in Section 2 above will be deemed commercially reasonable. (i) Email alerts for Payment Orders. Client should contact M&T if it needs any assistance with setting up such email alerts. (ii) Daily WebInfoPLU$ transfer limits for WebInfoPLU$ users and daily limits for each funds transfer initiated through WebInfoPLU$, all of which can be

selected by Client through WebInfoPLU$. Client may contact M&T for any assistance in setting up those limits. Client acknowledges that, if it selects such a limit, it must regularly review any such limit to ensure that the limit reflects Client’s needs, risks and circumstances.

M&T RECOMMENDS THAT CLIENT SETS-UP AND IMPLEMENTS THE ABOVE-MENTIONED ADDITIONAL SECURITY LIMITS, CONTROLS AND OPTIONS, AS WELL AS ANY OTHER OPTIONS THAT M&T MAY, FROM TIME TO TIME, NOTIFY CLIENT ABOUT. CLIENT UNDERSTANDS THAT ITS FAILURE TO SET-UP AND IMPLEMENT SUCH OPTIONS INCREASES CLIENT’S EXPOSURE TO, AND RESPONSIBILITY FOR, UNAUTHORIZED OR FRAUDULENT TRANSACTIONS.

4) Timing; Methods. Subject to M&T’s rights elsewhere in the Agreement, M&T will use reasonable efforts to accept and execute a Payment Order on the Business Day on which it is received, provided it is received by M&T before M&T’s cut-off deadline for Payment Orders from time to time. If M&T receives a Payment Order after its applicable cut-off time on a Business Day or on a day that is not a Business Day, M&T may, depending on the method through which such Payment Order was delivered, execute such Payment Order on the next Business Day or treat such Payment Order Instruction as cancelled and require it to be resubmitted to M&T. Client is responsible for asking M&T to confirm how a particular Payment Order will be so treated (for purposes of the prior sentence) if such Payment Order is received after the applicable cut-off time on a Business Day or on a day that is not a Business Day. Unless M&T specifically agrees otherwise, M&T will not provide Client with written confirmation of receipt of a Payment Order. As a general rule, M&T uses the Fedwire Payment System for domestic external Funds Transfers (i.e., transfers made to an account at a recipient institution located in a Federal Reserve District, whether within or outside of the United States), and CHIPS primarily for international external Funds Transfers (i.e., U.S. dollar payments to an account at an institution in a foreign country that maintains a correspondent account with a New York bank that is a member of CHIPS). M&T’s deadlines for the execution of Payment Orders transmitted to M&T on a Business Day vary by type of Funds Transfer and delivery channel and are set forth in the following chart. M&T may change such cutoff deadlines at any time. “ET” means Eastern Time.

Book Transfers External Funds Transfers (other than tax payments) routed through the Fedwire Payment System

External Tax Payments

External Funds Transfers routed through the Clearing House Interbank Payment System (CHIPS)

Any Funds Transfer executed for payment in a non USD currency

Delivered directly to the Payment Services Department (Wire Room)

5:00 p.m. ET 4:00 p.m. ET 4:30 p.m. ET 4:00 p.m. ET 3:00 p.m. ET


Member FDIC

Delivered to a M&T Branch Office


Delivered through Web InfoPLU$


Delivered through Direct Transmission

4:30 p.m. ET 4:30 p.m. ET 4:30 p.m. ET 4:30 p.m. ET Not Available

5) Payment Networks, Correspondents and Funds Transfer System Rules. Client understands that M&T assumes that Client wants each Payment Order executed by the most expeditious means available. M&T may execute a Funds Transfer using any payment network, Correspondent, or route as M&T determines is appropriate in its sole discretion (and without regard to the Other Charges (defined below) that may be charged by those other Correspondents), including, but not limited to, SWIFT, CHIPS, and the Fedwire Payment System. M&T has no obligation to use a particular payment network, Correspondent or route, even if requested by Client. Client must specify the recipient institution in each Payment Order. The recipient institution must be a member of the Federal Reserve System or CHIPS or a correspondent of a member. Each Funds Transfer may be routed through one or more Correspondents. M&T’s ability to execute a Funds Transfer is subject to the funds transfer system rules and by the funds transfer system capabilities of each Correspondent. Notice of receipt by the recipient of the Funds Transfer in any form, if received by M&T from any other Correspondent, shall be conclusive proof of payment to the recipient. Once the Funds Transfer is accepted by another Correspondent, it is that Correspondent’s responsibility to pay the funds to the recipient and complete the Funds Transfer, and M&T will no longer have any control over the funds. M&T is not responsible or liable for any delay in processing a Funds Transfer or making funds available to the recipient, including if related to M&T’s or another Correspondent’s fraud and/or sanctions screening procedures or compliance with the Bank Secrecy Act (31 U.S.C. 5311 et seq.), OFAC requirements or other similar laws or regulatory requirements. If M&T informs Client of any ‘value date’ or estimated date that the Funds Transfer may arrive at the recipient bank, Client understands that such information is an estimate only and provided in good faith by M&T with information available at the time of the Payment Order, and M&T provides no promise or guarantee that the Funds Transfer will be deposited in the recipient’s account by that date.

6) Subject to Funds Availability. M&T has no duty to execute a Payment Order for an amount in excess of the available balance in the Account, although M&T reserves its right to do so. If the available balance in such Account is sufficient to permit the execution of some, but not all, Payment Orders received and verified by M&T at one time, with other debits to the Account, M&T will determine in its sole discretion which debits to execute, without liability to M&T. Credit for incoming Funds Transfers is provisional and may not be available in time to cover outgoing Funds Transfers on the same Business Day. If M&T elects to execute a Funds Transfer, Client will be liable for any overdraft or insufficient funds fee and interest for each Funds Transfer presented against unavailable funds.

7) Requests to Cancel or Amend Payment Order. Once Client provides the Payment Order to M&T, Client cannot cancel or amend the Payment Order. If Client requests cancellation or amendment of a Payment Order, although M&T has no duty to do so and makes no representation or warranty as to its ability to do so, M&T may assist Client to attempt to cancel or amend the Payment Order and associated Funds Transfer (at Client’s cost), but Client understands that this may not be possible and also may require the consent of third parties. In no event shall M&T be liable for any Losses arising in connection with the failure of any such attempted cancellation or amendment. Client will be liable to M&T for the full amount of the Funds Transfer (and any fees or taxes in respect thereof) made in reliance upon Client’s original Payment Order. Client is liable to M&T for any fees and taxes imposed by M&T or any third party related to any requested cancellation or amendment, including cancellation or amendment fees, whether or not such amendment or cancellation is successful. Section 11 below also applies in respect of requests to cancel Foreign Payment Orders.

8) Return of Funds Transfer. This Section applies if the Funds Transfer amount is returned to M&T for any reason, including, as a result of Client requesting cancellation of the Payment Order or a Correspondent rejecting or returning the Funds Transfer. If the Funds Transfer amount has not been paid to the recipient and M&T has received, in full, the Funds Transfer amount, then M&T will refund to Client the face amount of the Funds Transfer less M&T’s fees and expenses as well as any fees, expenses and taxes of its Correspondent and any US or foreign government agencies, as the case may be. When any funds to be refunded to Client are in a foreign currency, M&T will, in its sole discretion, (i) remit USD at M&T’s buying rate for such currency after the date of refund of the funds to M&T, or (ii) hold such foreign currency for the account and sole risk of Client. In no event shall M&T be under any obligation to make any refund to Client on account of a Funds Transfer when the funds have not been returned in full to M&T.

9) Accounting Corrections. M&T reserves the right to reverse any erroneous credit or debit to an Account and to reverse any provisional credit or debit that cannot be confirmed as final.

10) Incoming Funds Transfers (Drawdowns). This Section applies if Client initiates, through an M&T approved system or channel (such as Web InfoPLU$ or by telephone call to the Payment Services Department), a drawdown Payment Order for the credit of funds to Client’s Account (typically known as a Fedwire Type 1031 message drawdown). If Client initiates such incoming Payment Order, Client hereby authorizes and directs M&T to send a wire transfer instruction to a participating financial institution through the Federal Reserve Bank’s payment system. Client understands that such instruction shall result in the creation of an ongoing wire transfer from another person or entity’s account at the participating financial institution and a credit of funds to Client’s Account. Each time Client initiates such an incoming Payment Order, Client hereby represents and warrants to M&T that such other person or entity has duly authorized Client (in writing) to debit such other person’s or entity’s account for the wire transfer amount in the Payment Order and to credit those funds to Client’s Account. If requested by M&T, Client shall promptly provide to M&T written evidence of such authorization. Client must not initiate any incoming Payment Order if the other person or entity has terminated or revoked such authorization at or prior to your initiation of such Payment Order. Incoming funds in respect of such incoming Payment Orders will be credited to Client’s Account on the Business Day that M&T receives settlement of such funds.

11) Foreign Funds Transfers. (a) Any Foreign Payment Order may be converted into a currency other than the denominated currency of the Account by a Correspondent, regardless of the

Payment Order instructions that Client provided to M&T. If Client requested M&T to execute the Foreign Payment Order in a foreign currency, the rate of exchange will be the rate determined under Section 12 below. If Client did not request M&T to execute the Foreign Payment Order in a foreign currency, the rate of exchange will be a rate determined by the Correspondent, or a rate set by the government of the foreign country, any subdivision thereof, or its central bank, as the case may be, unless the recipient or Client arranges otherwise directly with the Correspondent.

(b) Client assumes and bears all transactional, sovereign and other risks incurred in connection with Foreign Payment Orders and Foreign Funds Transfers, including, without limitation, time-zone delays, fluctuation in exchange rates in connection with any return or re-conversion of a Foreign Funds Transfer as described in Section 12(d) below, and devaluation risks. M&T acts as Client’s agent when transmitting Foreign Funds Transfers, whether by S.W.I.F.T., telex, telegraphic cable, wireless, foreign government telegraphic service, telephone, mail or otherwise.

(c) Foreign Payment Orders (and associated Foreign Funds Transfers) are subject, without limitation, to banking and regulatory practices, laws, rules, regulations and restrictions of (A) foreign governments and foreign payment systems, (B) US government and US payment systems, (C) telecommunications networks and (iii) any Correspondents. M&T may be required to comply with applicable trade restrictions and embargoes as well as currency and exchange regulations and Client will reimburse M&T for any costs incurred by M&T in assisting with such compliance.


Member FDIC

12) Funds Transfers Requested in Foreign Currency. This Section applies to Payment Orders requested by Client in a currency other than the denominated currency of the Account: (a) Client may request a Foreign Payment Order in a currency other than the denominated currency of the Account by any of the wire initiation methods

offered by M&T and elected by Client under these T&C. (b) If Client maintains its Account in a non-USD currency, M&T will execute Payment Orders from that Account in that same currency without exchange in

accordance with Client’s instructions. (c) If Client maintains its Account in USD currency, M&T will debit the Account for the requested foreign currency Payment Order in USD and then apply an

exchange rate to that USD amount to convert it into a foreign currency Payment Order amount. Information regarding the applicable exchange rate will be provided to Client at the time Client delivers the Payment Order to M&T. The exchange rate applied to a Funds Transfer is based on the interbank exchange rate for large transaction sizes (typically $5 million and higher) between banks with similar credit ratings, and includes an amount retained by M&T (and/or its Correspondent) within that rate for exchanging the currency, including to account for the timing differences and potential market movements as smaller trade sizes are accumulated before being transacted in the interbank market.

(d) M&T has the right to rely on Client’s statement in its Payment Order as to the currency in which it wishes to send the Funds Transfer. If Client’s statement as to such currency is incorrect (e.g., if Client request that M&T send the Funds Transfer in a particular foreign currency, but the recipient’s account is in a different currency) and a Correspondent carries out a currency conversion after M&T sends the Funds Transfer, M&T will not be liable or responsible for any error in the information that M&T provides to Client concerning the applicable exchange rate and the amount of funds to be received by the recipient. Client understands that, in such circumstances, a Correspondent may, without limitation, reject the Funds Transfer or convert the Funds Transfer into a currency other than the currency requested by Client in the Payment Order. If the Correspondent rejects the Funds Transfer and refunds the Funds Transfer amount to M&T, Section 8 above applies. If the Correspondent converts the Funds Transfer into a different currency, the rate of exchange will be a rate determined by the Correspondent, or a rate set by the government of the foreign country, any subdivision thereof, or its central bank, as the case may be, unless the recipient or Client arranges otherwise directly with the Correspondent.

(e) Notwithstanding anything to the contrary in these T&C, the following terms and conditions apply to Foreign Currency Payment Orders (and associated Funds Transfers) that are delivered to FX Operations under Section 2(f) above: (i) Definitions. For purposes of these T&C:

“Cross-Currency FX Transaction” means a FX Transaction that involves Client both purchasing and selling foreign currency. “FX Settlement Day” means a day that is both (i) for M&T, a Business Day and (ii) for the recipient financial institution, a business day for banking purposes in the jurisdiction in which the recipient financial institution is located. “Forward FX Transaction” means a FX Transaction in respect of which the requested Value Date is a future date specified by Client. “Spot FX Transaction” means a FX Transaction in respect of which the requested Value Date is typically one (1) or two (2) FX Settlement Days after the Business Day on which Client requested the FX Transaction. “Value Date” means the FX Settlement Day upon which Client requests M&T to deliver the Payment Order amount to the recipient financial institution.

(ii) Delivery of Payment Order. The cut-off deadline for delivery of the Foreign Currency Payment Order is (i) with respect to a Spot FX Transaction, 4:00pm ET on the Business Day that Client requests the Spot FX Transaction and (ii) with respect to a Forward FX Transaction, 4:00pm ET on a day that is either one (1) or two (2) FX Settlement Days prior to the Value Date (subject to industry standard settlement convention); provided that M&T may, in its sole discretion, still be able to accept delivery and/or complete the Security Procedures after 4:00pm ET on that Business Day. Client understands that if delivery of the Foreign Currency Payment Order is not so completed, the delivery of the Foreign Currency Payment Order amount to the recipient financial institution may be delayed. M&T reserves the right to cancel/reverse any FX Transaction if delivery of the Foreign Currency Payment Order is not completed within a reasonable period of time (as determined by M&T in its sole discretion). Client shall be responsible and liable for any foreign exchange rate losses and fees and taxes imposed by M&T or any third party relating to such cancellation/reverse of the FX Transaction.

(iii) Risk Limit. M&T may establish a risk limit (“Risk Limit”) for settlement risk exposure in regard to the aggregate USD equivalent amount of outstanding Foreign Currency Payment Orders relating to FX Transactions that M&T has processed for Client but that have not yet settled, including as described in Section 12(e)(iv) below. M&T reserves the right, in its sole discretion, to reject or process Foreign Currency Payment Orders received from Client that would cause the amount of those outstanding, but not yet settled, Foreign Currency Payment Orders to exceed the Risk Limit. Upon request, M&T will advise Client of the current such Risk Limit that M&T has then established for Client. Such Risk Limit may be changed by M&T in its sole discretion. M&T is not obligated to advise Client of such Risk Limit.

(iv) Debiting of Account. The Foreign Currency Payment Order amount will be debited from Client’s Account on (i) with respect to a Spot FX Transaction, the Business Day that Client requests the Spot FX Transaction and (ii) with respect to a Forward FX Transaction, a day that is either one (1) or two (2) FX Settlement Days prior to the Value Date (subject to industry standard settlement convention), in both cases, subject to Section 12(e)(ii) above. Notwithstanding the prior sentence: (A) if a Risk Limit is in place with Client on the Value Date, the Foreign Currency Payment Order amount will be debited from Client’s Account on

the Value Date; and (B) if the Foreign Currency Payment Order is related to a Cross-Currency FX Transaction, Section 2(e)(v) below applies.

(v) Cross-Currency FX Transactions. With respect to a Cross-Currency FX Transaction, notwithstanding anything else in these T&C, the related Foreign Currency Payment Order amount is not debited from a Client Account in processing the associated Funds Transfer. Instead, (i) Client transfers to a designated M&T account the relevant amount relating to the sale of foreign currency, and (ii) M&T transfers from a M&T account the Foreign Currency Payment Order amount relating to the purchase of foreign currency. With respect to this: (A) If a Risk Limit is in place with Client on the Value Date, the full amount of the foreign currency sale amount must be received by M&T on or

prior to the Value Date. (B) If a Risk Limit is not in place with Client on the Value Date, the full amount of the foreign currency sale amount must be received by M&T in its

designated account on a day that is typically one (1) or two (2) FX Settlement Days prior to the Value Date (subject to industry standard settlement convention).

(vi) UCC-4A. Client understands that the Foreign Currency Payment Order amount may be debited from Client’s Account and then credited to an internal M&T account prior to M&T executing the associated Funds Transfer (and, with respect to Cross-Currency FX Transactions, the Foreign Currency Payment Order amount is not debited from any Client Account, but is transferred from/to M&T accounts as described in Section 12(e)(v) above). Notwithstanding this, the parties agree that UCC-4A shall apply to the Foreign Currency Payment Order (and associated Funds Transfer), and that such transaction will not be considered an ACH entry and M&T’s ACH Origination Service Terms & Conditions and the NACHA Rules shall not apply in respect thereof.


Member FDIC

(vii) Repetitive Payment Orders. If Client wishes to establish a template for Repetitive Foreign Currency Payment Orders, a Representative must complete, sign and return to M&T a Set-Up Form for establishing such a template.

(viii) Standing Payment Orders. M&T does not currently process Foreign Currency Standing Payment Orders related to FX Transactions. “Foreign Currency Standing Payment Order” means a Standing Payment Order for a currency other than the denominated currency of the Account. Client may only deliver a Foreign Currency Standing Payment Order if first agreed in writing by M&T.

13) Fees, Taxes and Expenses. Client shall pay M&T's Funds Transfer service fees as in effect from time to time and reimburse M&T for any expenses and/or taxes incurred by M&T in connection with executing a Payment Order or receiving a Funds Transfer. Such fees, expenses and/or taxes may be debited from the Account and/or deducted from the Funds Transfer amount. In addition, Client understands and agrees that other fees, charges, foreign exchange commissions, interest, expenses and/or taxes (collectively, "Other Charges") may be charged or collected by other Correspondents and US and foreign government agencies in connection with the processing, execution, acceptance, transmission and/or receipt of any Payment Order hereunder. Those Other Charges may vary from time to time, and may be deducted from the principal amount of any Funds Transfer amount, debited from the Account and/or debited from the recipient account. ACCORDINGLY, THE AMOUNT RECEIVED BY THE RECIPIENT OF A PAYMENT ORDER MAY BE LESS THAN THE ORIGINAL PAYMENT ORDER AMOUNT AS A RESULT OF ANY SUCH OTHER CHARGES. M&T may receive a portion of any such Other Charges, including as a rebate, revenue share, commission, or other payment. M&T has no obligation to determine or advise Client of the amount of any Other Charges, even if M&T has actual knowledge of, or receives a portion of, any Other Charges (or receives a portion of any Other Charges). M&T has no obligation to route a Payment Order through any particular Correspondent, and M&T may route a Payment Order through a Correspondent that charges higher Other Charges than those charged by other Correspondents.

14) Disclosure of Information. M&T may report or make information available to regulatory agencies or third parties concerning any Funds Transfer or Payment Order as M&T reasonably believes is necessary or appropriate.

15) Compliance with Laws. Client represents and warrants to M&T that, as of the date of execution of a Client Election Form for the Service, and, also, as of the date of each Payment Order, all aspects of the transaction in which each Payment Order (and associated Funds Transfer) is to be used or relates is in compliance with all applicable Laws, including Office of Foreign Assets Control (“OFAC”) regulations.

16) Miscellaneous. Client represents and warrants to M&T, each time a Payment Order is provided to M&T, that the Representative delivering that Payment Order to M&T on behalf of Client is duly authorized to execute and deliver the Payment Order to M&T, and to bind Client to the Agreement. In addition to the indemnification Client provides to M&T in the Master Agreement, except to the extent prohibited by, or contrary to, applicable law or regulation (including UCC-4A), Client hereby releases, indemnifies, defends (if M&T, in its sole discretion, elects to have Client defend) and holds harmless M&T from and against any and all Losses suffered or incurred by M&T, whether involving a direct claim brought by M&T against Client and/or a third party claim, which directly or indirectly results from, relates to, arises out of or is in connection with (i) M&T’s acceptance of a Payment Order, associated Funds Transfer or the Services performed by M&T hereunder and/or (ii) any fines, charges or penalties of any nature levied or assessed on or against M&T by The Federal Reserve Bank, S.W.I.F.T. or other person as a result of M&T’s acceptance of any Payment Order and/or transmission of the associated Funds Transfer (including any fees, costs and disbursements of experts, professional advisors and attorneys engaged by M&T in connection with any cause of action, claim, demand, law suit, and/or proceeding involving such fine, charge or penalty), in each case, except to the extent of actual loss caused directly by M&T’s gross negligence or willful misconduct in performing the Agreement (and M&T shall be conclusively deemed to have exercised such care if (i) M&T has followed the Security Procedures as expressly required of M&T in the Agreement for the relevant Payment Order or if Client has not followed any security procedures required of Client under the Agreement in connection with this Service, or (ii) if the Payment Order was actually authorized by or on behalf of Client or if Client is otherwise bound under the law of agency, whether or not the security procedures were followed). M&T is under no obligation to accept a Payment Order and M&T’s acceptance of a Payment Order, and its execution of the associated Funds Transfer, shall not create, or be construed to establish, a course of dealing in any way obligating M&T to accept any other Payment Orders using the method described in this Agreement. M&T may reject any Payment Order in its sole discretion, including if M&T doubts its authorization, contents, origination or compliance with the Security Procedures. In addition, M&T has no obligation to execute a Payment Order or associated Funds Transfer (i) against unavailable or insufficient funds in the Account, (ii) which M&T is not able to authenticate to its satisfaction, (iii) which is incomplete or incorrect, (iv) which M&T believes would constitute a violation of any applicable agreement, Law, court order or governmental policy, (v) if M&T suspects fraud or illegal activity, (vi) which does not conform to M&T’s format requirements or (vii) if M&T believes that the Payment Order is likely to put M&T at risk of any loss. M&T will use reasonable efforts to notify you (by any means chosen by M&T) of any rejection, but shall not be liable if Client does not respond.

17) Remittance Transfers. This Section is applicable if any Funds Transfer is a Remittance Transfer (as defined below). Under the Remittance Transfer Laws, Client has certain rights and remedies with respect to Funds Transfers that are Remittance Transfers. In addition, except to the extent inconsistent with the Remittance Transfer Laws, (i) all other rights, remedies, obligations and liabilities of the parties with respect to Remittance Transfers are governed by UCC-4A (as varied by the Agreement) and (ii) as between M&T and Client, UCC-4A shall apply to all Funds Transfers executed under the Agreement (including Remittance Transfers) notwithstanding §4A-108 of UCC-4A, as enacted in any jurisdiction. To the extent any provision of the Agreement (including these T&C) (or the Commercial Deposit Account Agreement) conflicts with the Remittance Transfer Laws and cannot be varied by agreement of the parties, the Remittance Transfer Laws will control, but the remaining provisions of the Agreement (including these T&C) (and the Commercial Deposit Account Agreement) will continue to apply. To the extent any provision of the Agreement (including these T&C) (or the Commercial Deposit Account Agreement) conflicts with any disclosure required to be provided to Client in connection with a Remittance Transfer (e.g., a prepayment, receipt or combined disclosure that M&T provides to Client), the provisions of such disclosure will control. The Agreement (including these T&C) will be governed by the laws of the State of New York, without regard to the jurisdiction’s principles of conflicts of law, in respect of any Service provided to Client relating to a Funds Transfer that is a Remittance Transfer (as defined in the Remittance Transfer Laws). “Remittance Transfer Laws” means the Electronic Fund Transfer Act as amended by Section 1073 of the Dodd – Frank Wall Street Reform and Consumer Protections Act and the Bureau of Consumer Financial Protection Regulation E (Subpart B – Remittance Transfers) as the same may be amended from time to time. “Remittance Transfer” has the meaning given to that term in the Remittance Transfer Laws (i.e., a Funds Transfer requested by a consumer to a recipient in a foreign country). “UCC-4A” means, with respect to any jurisdiction, Uniform Commercial Code Article 4A - Funds Transfers.

Image Deposit Cash Letter (IDCL) Service

These Image Deposit Cash Letter (IDCL) Service Terms and Conditions (“T&C”) provide information on the M&T Image Deposit Service (“Service”). These T&C also addresses the use of its Remotely Created Check feature which is available to approved Clients upon request.

Product Description This Service permits Client or its Servicer to make deposits to Accounts by (a) Scanning Items and (b) directly transmitting the Data and Images of the Items to M&T for credit to Client’s Account in the same manner as if the Items had been presented for deposit in physical form. Those Images that satisfy the terms and conditions of these T&C are credited to Client’s Account. Client may, with M&T’s prior approval, use a third party Servicer for this Service.


Member FDIC

Definitions “Bank” means a bank as defined in Regulation CC 12 CFR Section 229.2. “Capture” means the process of formatting and storing the scanned Data and Images of Items. “Data” means the information scanned from each Item to be deposited, including without limitation the routing transit number, the account number, the check number and the amount of each Item.

“Deposit” means the Image and Data of an Item electronically transmitted to M&T for deposit to Client’s Account. “File Transfer Protocol” means a certain standard file transfer protocol specified by M&T for use with this Service that has been developed by the Internet Engineering

Task Force (which is an international non-incorporated organization that develops internet standard specifications) which is used to transfer data from one computer to another over the internet.

“Image” means the electronic representation of the front and back of an Item to be deposited to Client’s Account including the routing transit number, account number, check number and the amount of the Item.

“Item” means an instrument that is eligible for deposit into Client’s Account. “Regulation CC” means the Availability of Funds and Collection of Checks Regulation found at 12 CFR 229.1 et seq. “Scan” means the electronic capture of Images and Data from Items to be deposited to Client’s Account.

Terms and Conditions 1) Deposits.

(a) Client or its Servicer shall Scan Items that it seeks to deposit to Client’s Account using a Scanner as set forth below in Section 7. Client or its Servicer shall then transmit the Images and Data from the Items to M&T electronically for deposit to Client’s Account.

(b) Client and its Servicer agree that each Deposit submitted will contain the Image and Data for each Item to be deposited, together with the total amount of the Deposit and the account number of the Account to be credited with the Deposit. Client or its Servicer will add up all Items in each Deposit to arrive at the total amount of the Deposit (the “Deposit Amount”) before Scanning the Items. If Data cannot be read from any Item, Client or its Servicer shall complete the Data for such Item by examining such Item and/or the Image of such Item and correctly keying any unread or misread Data into the file format specified by M&T prior to transmission to M&T. After Scanning all of the Items in a Deposit, Client or its Servicer agree that it will reconcile the aggregate amount of such Items Captured to the Deposit Amount, and, as necessary, correct all misread Data.

(c) Subject to and in accordance with the Master Agreement (including these T&C), M&T may, in its sole discretion, accept Deposits made to Client’s Account through the use of the Service. Each Item must be eligible for deposit as if it was being presented in person for deposit at an M&T branch. Only USD Items may be submitted to M&T through the Service. M&T reserves the right, in its sole discretion, to reject any Data or Image for deposit to Client’s Account. M&T agrees to provide notice to Client or its Servicer, not more than one (1) Business Day following Client’s or its Servicer’s transmission of any Deposit, of M&T’s rejection of any Deposit and/or Item within any Deposit. Client and its Servicer agree that such notice is commercially reasonable.

(d) Client and its Servicer agree to transmit Deposits using File Transfer Protocol or by other protocol or means mutually acceptable to both M&T and Client or its Servicer, provided that the file format of the Data for each Item within each Deposit will be in a X9.37 file format designated by M&T or such other format as may be required by M&T and communicated to Client or its Servicer from time to time.

(e) Client and its Servicer agree that it will have the correct Data in the correct fields within the file format as agreed to upon implementation by Client or its Servicer or as from time to time may be changed with M&T’s consent or in accordance with M&T’s requirements. Client and its Servicer further agree that if they fail to have the correct Data in the correct fields within the required file format for any Item within a Deposit: (i) such Deposit may be rejected in its entirety by M&T or its agents, (ii) any substitute check created in substitution of any such Item may be rejected and returned unpaid or erroneously posted by M&T, any Federal Reserve Bank, any clearinghouse, any correspondent bank, and/or any payor bank, and (iii) any Data and Image of such Item transmitted to any Federal Reserve Bank, any clearinghouse, any correspondent bank, and/or any payor bank may be rejected and returned unpaid or erroneously posted by M&T, or such Federal Reserve Bank, clearinghouse, correspondent bank, and/or any payor bank as the case may be. In the event of Client’s or its Servicer’s failure to have the correct Data in the correct fields within the required file format, Client and its Servicer agree that (i) M&T shall have no liability to Client or its Servicer if a Deposit is rejected, returned unpaid, or erroneously posted, and (ii) Client and its Servicer will be liable for all resulting Losses, including consequential damages incurred by M&T and any other person; provided that M&T shall be liable to Client to the extent that the rejection, return, or erroneous posting was solely the direct result of M&T’s gross negligence or willful misconduct.

(f) M&T shall give Client or its Servicer notice of receipt of each Deposit using the same method used to transmit the Deposit to M&T. (g) M&T may from time to time establish a cut-off time (each the “Cut-off Time”) for the acceptance of Deposits. The Cut-off Time may or may not be the

same time as cut-off times for conventional deposits. Generally, Deposits that are transmitted to M&T prior to the Cut-off Time will be credited to the Account indicated on the Business Day such Deposits are received by M&T. Circumstances may arise, however, that may cause those Deposits to delay posting until the Business Day following the Business Day the Deposits were transmitted to M&T. With the exception of delays directly caused by M&T’s gross negligence or willful misconduct, M&T shall not be liable for any Losses to Client or its Servicer created by such delays. Deposits that are received after the Cut-off Time will be credited to the Account on the Business Day following the Business Day the Deposits were received by M&T. Any confirmation message transmitted to Client after initial Deposit through the Service shall mean that M&T received the request for Deposit, but such Deposit is still subject to review and processing prior to any acceptance of such Deposit.

2) Items. (a) Each Image of each Item transmitted by Client or its Servicer shall include an electronically captured image of the front and back of each Item and all

required Data. Each Image of each Item deposited must be legible. If Client is a Bank, such Client or its Servicer shall transmit Data including a record indicating that Client was the Bank of first deposit of the Item.

(b) Client agrees that it will be solely responsible for any Loss associated with any illegible Image transmitted by Client or its Servicer of Items accepted for deposit by M&T. M&T shall have no duty to verify the legibility of the Images of Items accepted for deposit by M&T.

(c) If Client is not a Bank, Client or its Servicer must endorse each Item, prior to Scanning, with the words: “For deposit only to account XXXXXXX, Name of Client,” where “XXXXXXX” is the account number of the Account into which such Item is to be deposited, and “Name of Client” is the legal name of Client. If Client is a Bank, Client or its Servicer shall indorse each Item in accordance with indorsement standards set forth in Appendix D of Regulation CC.

(d) Upon M&T’s request, Client or its Servicer shall promptly provide to M&T the original of, or a legible copy of the front and back of any Item (each a “Copy” and collectively, the “Copies”), accepted within any Deposit. If Client or its Servicer fails to produce an original of any Item accepted in any Deposit, Client and Servicer both understand that it could be liable for (a) claims of Losses against M&T by any subsequent recipient of a substitute check created from any Item, if such Loss has occurred due to the receipt of a substitute check instead of the original Item, and (b) claims by M&T against Client or its Servicer under the indemnity provisions in these T&C and the Master Agreement. Client shall consult its legal counsel on the appropriate retention timeframe for original paper Items based on Client’s organizational requirements and shall destroy the original paper Item as soon as is reasonable and in accordance


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with those retention timeframes. Client and its Servicer shall create and maintain written policies and procedures for the safe and secure retention of the original paper Items and/or Copies of such Items and for ensuring the chain of custody for Items accepted within each Deposit and Copies of such Items. Client must securely store and safeguard the original Items and Copies of Items, until destruction, in order to prevent duplicate deposit of Items or employee fraud. Client authorizes M&T to supply Client’s indorsement (in its name or any trade name or any name of any enterprise affiliated with Client) on any and all Items.

3) Returned Deposited Items. Client and its Servicer shall not deposit, by the means described within these T&C or by any other means, any Item that has been previously deposited under the terms of these T&C. Any substitute checks created from Data and Images from Items previously deposited using this Service may, at M&T’s sole discretion, be deposited by conventional means through any branch of M&T or by mail deposit if such substitute check meets all of the following criteria: (a) the substitute check was returned unpaid for insufficient funds or uncollected funds, (b) the substitute check has intact MICR encoded fields, and (c) the substitute check is otherwise totally legible. Each re-deposited substitute check deposited by the means provided in these T&C shall be considered an Item. If M&T receives any electronic return item cash letters containing the Data and Image of any Item, Client and its Servicer agree that M&T, in its sole discretion, may (d) generate a substitute check from such Data and such Image and deliver such substitute check to Client or its Servicer; or (v) electronically transmit through whatever means are mutually agreeable to Client or its Servicer and M&T, the Data and Image to Client or its Servicer, in each case thereby satisfying any and all requirements of notice of dishonor and delivery of a returned item.

4) Remotely Created Checks. Subject to the express prior written consent of M&T, M&T may allow Client to use the Remotely Created Check (“RCC”) feature of the Service. In addition to the other provisions in these T&C, this Section also shall apply to Client’s use of the RCC feature of the Service. For each transmission of each Deposit under this Service, in addition to the representations and warranties made in Section 5 below, Client and its Servicer represents and warrants to M&T for each Item in the Deposit that is an RCC that: (a) it has obtained valid and due authorization to (i) create such RCC, and (ii) debit the account indicated on the RCC for the amount of the RCC; (b) the RCC has been created solely for the purpose of collecting receivables due from Client’s customers as compensation for services rendered or goods purchased or for such other purposes agreed to by M&T in writing and permissible under the Federal Trade Commission’s Telemarketing Sales Rule (16 CFR Section 310) together with any amendment or modification to it, any replacement of it and any administrative interpretations of it (the “Telemarketing Rule”); (c) with respect to such RCC, Client has in all respects complied with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (d) the Image and Data of such RCC was captured from a paper RCC. Client and its Servicer agrees to comply with any and all procedures instituted by M&T from time to time to monitor (e) Client’s compliance with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (f) fraudulent activity in accordance with the Fair and Accurate Credit Transactions Act of 2003 (the “FACT Act”), together with all regulations and guidelines associated with the FACT Act. In addition, Client and its Servicer agree to provide, upon M&T’s request, any and all information and/or documentation regarding any individual RCC or series of RCCs. Client acknowledges and agrees that if it is a seller or telemarketer (as defined in the Telemarketing Rule), Client will not use, attempt to use, or cause to be used the RCC feature of this Service. In the event Client or its Servicer is a seller or telemarketer (as defined in the Telemarketing Rule) and uses, or causes to be used, the RCC feature of this Service, Client and its Servicer shall indemnify M&T against any and all Losses (including Losses in excess of the amount of any Item) and all actions, claims, demands, suits or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with Client’s or its Servicer’s creation of RCCs in violation of the Telemarketing Rule and/or M&T’s acceptance or processing of such RCCs. The indemnities provided in this Section are in addition to Client’s indemnities in other Sections of these T&C and in the Master Agreement. Client promises to pay the amount of any and all substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service and returned to M&T for any reason, including, without limiting the foregoing, lack of maker’s signature, lack of authorization, insufficient funds, refer to maker, account closed, or breach of warranty. As between Client and M&T, Client hereby waives any defense or claim it may have related to non-payment and the return of substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service, and acknowledges that such waiver is a material part of the consideration between the parties under the Master Agreement. Client and its Servicer shall not redeposit by the means described in these T&C, or any other means, (g) RCCs that have been previously returned to Client unpaid, and (h) substitute checks or electronic return Items created from Data and Images from RCCs it has previously deposited. Client and its Servicer shall not deposit any Item that does not meet the requirements applicable to RCCs regardless of whether Client believes such Items to be the similar to or the functional equivalent of an RCC.

5) Representations and Warranties. With each transmission of each Deposit under the terms and conditions of these T&C, Client and its Servicer represent and warrant to M&T for each Item that is part of the Deposit: (i) Client is a person entitled to enforce the instrument; (ii) all signatures required for transfer of the Item (including, without limitation, the indorsement of any third party payee) are on such Item and all such signatures are authentic and authorized; (iii) such Item has not been altered; (iv) such Item is not subject to a defense or claim of recoupment of any party that can be asserted against Client; (v) Client has no knowledge of any insolvency proceeding commenced with respect to the maker of such Item; (vi) all Data transmitted to M&T regarding the Item accurately represents the routing transit number, the account number, the check number and the amount of such Item; (vii) the Image transmitted to M&T of the Item accurately represents the image of the front and back of such Item as of the time when Scanned; (viii) the Image of such Item transmitted to M&T is legible; (ix) such Item has not been previously deposited (conventionally or by electronic means); (x) such Item will not be subsequently deposited (conventionally or by electronic means) unless the Item is returned unpaid for insufficient funds; (xi) the Item is not a remotely created check (as remotely created check is defined in Regulation CC); and (xii) Client and its Servicer have no knowledge that such Item is subject to a stop payment order. Without limiting the foregoing, Client and Servicer are deemed to make any representation and warranty that would have applied had Client deposited the original paper Item. In addition, Client is deemed to make to M&T any representation or warranty that M&T makes, under applicable Law (including clearinghouse rule, Federal Reserve Operating Circular or bi-lateral agreement), to any person (including, without limitation, a collecting bank, a Federal Reserve Bank, a receiving depository financial institution, a paying bank, a returning bank, the drawee, the drawer, any endorser, or any other transferee) when M&T transfers, presents or originates the Image or substitute check or electronic return item created from Data and Image. M&T may recover from Client or its Servicer as damages for any breach of warranty an amount equal to any Losses suffered as a result of the breach of warranty, including, without limitation, consequential damages and expenses related to M&T’s enforcement of its remedies against Client, including further, without limitation, reasonable attorneys’ fees and expenses. These representations and warranties are in addition to those made by Client in the Master Agreement.

6) Processing Deposits. M&T will process each Deposit that it accepts by provisionally crediting the Account indicated within the Deposit (subject to applicable availability schedules) for the amount of such Deposit (subject to M&T’s verification) and by either (at M&T’s sole discretion): (a) printing or causing to be printed substitute checks, or (b) transmitting the Data and Image for each Item to a Federal Reserve Bank, a correspondent bank, a clearinghouse or directly to the bank upon which the Item was drawn. If M&T prints substitute checks under this Service or causes one or more of its agents to do so, M&T will comply or cause its agents to comply with Regulation CC with respect to the creation of substitute checks.

7) Scanners. Client or its Servicer shall purchase or lease from a vendor that is unrelated to M&T one or more scanners (collectively, the “Scanners”) to be used for Scanning Items by Client. M&T will have no obligation to Client or its Servicer for the operation, maintenance, upkeep, fitness or usefulness for the purpose intended of the Scanners. Client and its Servicer represent and warrant that it will use only Scanners that produce documents that are acceptable for processing by M&T. Client or its Servicer must maintain and upkeep each Scanner in good working order (including servicing and/or replacing each Scanner if and when


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needed) until the termination of the earlier of the Master Agreement or this Service. M&T shall in no way be responsible (a) for any failure of any Scanner to function as purported by the vendor or licensor of such Scanner, or (b) for any consequences of such failure.

8) Security. (a) Control Procedures. Client and its Servicer shall implement sound control procedures and policies with respect to the Service to avoid fraud, including,

without limitation, fraud perpetrated by stealing and re-depositing Items or by making duplicate Deposits. M&T shall be entitled to rely on any instructions delivered to M&T by Client or its Servicer with respect to the Services.

(b) Unauthorized Use. Client and its Servicer shall restrict and guard access to the Scanners and shall notify M&T immediately upon learning of any compromise of security relating to the Scanners. Client and its Servicer agrees that it shall be liable to M&T for any actions taken by M&T in reliance upon Data and Images transmitted to M&T that it reasonably believes were transmitted by an Authorized Representative of Client or its Servicer.

(c) Encryption. Client or its Servicer shall encrypt all transmissions of Data and Images in a manner designated by M&T. 9) Standard of Care. In addition to M&T’s limitation of liability stated in the Master Agreement, Client and its Servicer hereby release M&T from any claim or

liability Client or its Servicer may have or bring, becoming due, arising under, out of, as a result of, in connection with, or related to, this Service or these T&C, any Item or any Deposit, provided such claim or liability has not directly resulted from M&T’s gross negligence or willful misconduct. Client agrees that M&T accepting a Deposit from a person that is not authorized by Client or its Servicer to make a Deposit will not under any circumstances constitute gross negligence or willful misconduct. EXCEPT AS EXPRESSLY SET FORTH IN THESE T&C, M&T MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN LAW OR IN FACT, IN CONNECTION WITH THE SERVICE OR ANY SCANNER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

10) Liability. M&T shall not be liable for any Loss arising from (i) any act or omission of Client or its Servicer in the capturing, creating or transmitting of the Image, including, without limitation, the encoding of the MICR data from the original paper Item, (ii) from any duplicate, fraudulent or unauthorized check, check image, MICR data, or substitute check, (iii) M&T’s acceptance or creation of an Image, MICR data, or substitute check instead of presentment of the original paper Item, or (iv) Client’s or its Servicer’s breach of any provision, representation, or warranty in these T&C or the Master Agreement. Client and its Servicer hereby release M&T from and hereby defend (if M&T, in its sole discretion, elects to have Client or its Servicer defend), indemnify M&T against and hold M&T harmless from any and all Losses (including Losses in excess of the amount of any Item), and all actions, claims, demands, suits or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with any Item accepted by M&T for deposit under these T&C, provided the same has not directly resulted from M&T’s gross negligence or willful misconduct. Without limiting the foregoing, Client and its Servicer hereby indemnify M&T and any recipient of a substitute check made from any Data or Image of any Item deposited in any Account under the terms of these T&C or the Master Agreement, and any subsequent recipient of such substitute check, for any Loss incurred by any recipient of a substitute check if that Loss occurred due to the receipt of a substitute check instead of the original Item. The indemnities provided in this Section are in addition to Client’s indemnities in the Master Agreement and are not limited to the amount of any Item.

12) Survival. The provisions of Section 10 hereof, Client’s obligation to produce the original of, or a Copy of, any Item accepted within any Deposit upon M&T’s request in accordance with Section 2 hereof, and Client’s liability for breach of any representation and/or warranty made in Sections 4 and 5 hereof shall survive termination of the Service and the Master Agreement.

13) Servicers. For the avoidance of doubt, the provisions set forth below in the “Servicers” section in Part B of this Booklet also shall apply to the use of any Servicers in connection with the Service.

Information Reporting Service

These Information Reporting Service Terms and Conditions (“T&C”) provide information on the M&T Information Reporting Service (“Service”).

Product Description With this Service, M&T makes certain Account, transaction and related information available to Client. Client may have information reported directly to it or, with respect to certain Delivery Channels offered by M&T, reported to another financial institution or entity based upon Client’s instruction as approved by M&T. Client also may direct other financial institutions to report information to M&T.

Terms and Conditions 1) Service Options. Client shall document its instructions to M&T with respect to the available Service options offered by M&T and other information required by

M&T for delivery of the Service in one or more Client Election Forms. Client may only select a standard report option as offered by M&T for the Service, or as otherwise approved by M&T in writing.

2) Delivery Channels. M&T may provide the elected information to Client through one or more delivery methods and channels (“Delivery Channels”) offered by M&T and selected and enrolled in by Client. The Delivery Channels may include: (a) The Website (e.g., WebInfoPLU$); (b) A mobile device application (e.g., Mobile InfoPLU$); (c) Direct transmission using a file transfer protocol approved by M&T; (d) Secure data transmission; (e) Data exchange / incoming/outgoing; and (f) SWIFT. The Delivery Channels offered by M&T are subject to change in M&T’s sole discretion. Client agrees to be bound by any terms of use and other agreements entered into between Client and M&T associated with the use of the Delivery Channels.

3) Authorization to M&T. Client hereby authorizes M&T to store, process, transmit and make available through the Delivery Channels and through third party providers the information under this Service.

4) Receipt of Information by Client. Client must be able to receive the information from M&T through the standard file layouts in use by M&T from time to time. 5) Transmission of Information to Client

(a) Client may choose to have the information made available on a previous day basis, current day basis or as otherwise agreed between M&T and Client. (b) Information reported on a current day basis is subject to updating and, therefore, at any point in time may not reflect the information on our records at

such time. In addition, any information reported to Client is subject to adjustment upon final posting. (c) With respect to certain Delivery Channels, Client may elect to have M&T report the information directly to another financial institution or entity based

upon Client’s instruction as approved by M&T. In such case, such other financial institution or entity must be able to receive the information from M&T through the standard file layouts in use by M&T from time to time.


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6) Data Exchange – Incoming. Client may elect to have another financial institution (other than M&T) report account balance and related information for Client’s accounts held at other financial institutions through the Service. In such case, such other financial institution must send such information to M&T (through the standard file layouts in use by M&T from time to time) for inclusion in M&T’s information reports under the Service. Client is solely responsible for ensuring that the appropriate authorization is provided to the other financial institution and to take all other actions necessary for M&T to provide the Service to Client in respect of such other financial institution’s data. M&T assumes no responsibility or liability whatsoever for the accuracy or timeliness of the account information and other data supplied by any other financial institution.

7) Third party information. If Client gains, through its use of one or more Delivery Channel or the Service, access to any information relating to any person other than M&T, Client or Client’s Affiliates which have authorized Client’s receipt of such information, Client agrees that it will treat such third-party information as strictly confidential and Client shall not disclose it to any person outside of Client or to any person within Client except those who have a need-to-know. Further, Client shall ensure that adequate measures have been undertaken to prevent the unauthorized use of any such third-party information. Client agrees that it will not use any such third-party information for its own purposes other than in a communication to Client relating to the Service.

Lockbox Service

These Lockbox Service Terms and Conditions (“T&C”) provide information on the M&T lockbox services, including M&T Wholesale, Retail, Business, Tax, Property Manager, Financial Institution (Direct Sale) and National lockbox services (“Service”). In addition, M&T offers a Financial Institution (Resell) Lockbox Service option, in respect of which Section 7 below applies.

Product Description Under this Service, M&T receives, opens and processes checks and credit card payment authorizations for Client, and the accompanying documents for such payments, that are addressed to Client and delivered to U.S. Post Office Boxes or locations designated by M&T. M&T deposits such payments to the Account that Client designates. M&T returns to Client any payments that cannot be deposited. In accordance with Client’s instructions, M&T either forwards to Client, or retains, the documents that accompany the payments. Client may subscribe to the Image Lockbox Service option in order to receive electronic lockbox services as described in these T&C.

Terms and Conditions 1) Lockbox Processing

(a) Client’s instructions to M&T with respect to Service options and other information that M&T may request in order to perform the Services will be documented in one or more Client Election Forms and/or Set-Up Forms submitted to M&T by Client, which may be amended by Client from time to time.

(b) Client shall have its Mail, which for purposes of these T&C shall consist of checks and/or credit card payment authorizations (“Payment Documents”) and payment coupons, invoices, explanation of benefits or other material (“Non-payment Documents”) (the Payment Documents and Non-Payment Documents together, the “Mail”) (i) mailed to the U.S. Post Office Box specified by M&T (“P.O. Box”) or (ii) delivered to a location specified by M&T (the “Site”). Mail delivered to Client’s P.O. Box is picked up no less than once each Business Day. Client hereby authorizes M&T to: (i) have unrestricted and exclusive access to the P.O. Box; (ii) open its Mail received at the P.O. Box or the Site; (iii) process the Payment Documents; (iv) endorse each deposited check with a standard lockbox endorsement used by M&T (e.g., (A) for the National Lockbox Service”, “credit to the account of the named payee payment accepted without prejudice absence of endorsement guaranteed The Bank of New York Mellon” or similar and (B) for other Lockbox Services, “for credit to within named payee M&T Lockbox” or “credited to payee without prejudice and all rights reserved; absence of endorsement guaranteed at M&T Bank” or similar); and (v) deposit proceeds from Payment Documents to Client’s Account.

(c) M&T will use commercially reasonable efforts to process the Mail according to the cut-off time selected by Client on the Set-Up Form. M&T will capture the information from the Mail as selected by Client and deliver it to Client in the selected format and by the selected cut-off time per the Set-Up Form.

(d) If Client elects to transmit to M&T a data file to be used to support lockbox processing (e.g. Accounts Receivable Matching, Stop File or Tax Rolls), Client is solely responsible for ensuring that all information included in the data file is accurate, appropriate and transmitted timely. Processing may be delayed if incomplete or inaccurate files are received. The file must be provided electronically through Direct Transmission. “Direct Transmission” means the submission of a file, instruction or other information directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s MFT, FTP, or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time).

(e) All Mail addressed to Client and delivered to the P.O. Box or the Site will be processed for Client in accordance with Client’s instructions on the Set-Up Form. M&T will return to Client all Payment Documents that are not suitable for deposit. M&T will send to Client, or retain, Non-Payment Documents received in the Mail in accordance with Client’s instructions provided on the Set-Up Form. If retained, M&T will retain the documents for (A) for the National Lockbox Service, five (5) Business Days and (B) for other Lockbox Services, fourteen (14) calendar days, after which point the documents will be destroyed. If Non-Payments Documents are sent to Client via courier, Client, and not M&T, is responsible for establishing the courier arrangements directly with the courier company. Client, and not M&T, is solely responsible for any and all charges billed by the courier company relating to the delivery of the Non-Payment Documents.

(f) Client shall comply with M&T’s coupon and envelope design specifications, if applicable. (g) If using an M&T owned P.O. Box, Client shall not provide its customers (which shall mean all parties sending Mail to Client including, without limitation,

tenants and consumers) with postage prepaid envelopes. Client will reimburse M&T for all postage due on the Mail received. If using a Client owned P.O. Box, Client agrees to be solely responsible for all charges related to the rental and use of the P.O. Box.

(h) Under no circumstances (including but not limited to any circumstance where M&T is in default with respect to a performance obligation for the Services), shall M&T be responsible or liable for identifying or failing to identify stale-dated and post-dated checks or checks specifying “payment in full” (or similar statements) in Client’s Mail. Client acknowledges that if checks specifying “payment in full” (or similar statements) are negotiated, that could adversely affect Client’s ability to collect any balance owed on the related liability. M&T makes no representation or warranty that it will apply an endorsement intended to preserve Client’s rights to collect the full amount owed or that any endorsement that applies to an item will in fact preserve Client’s right to collect the full amount owed. Client assumes all risks of negotiation of such items.

(i) M&T’s receipt of the Mail shall not make M&T a bailee of the Payment Documents. For the Payment Documents that are deposited and become part of the balance in the Account, M&T and Client will have a debtor-creditor relationship as normally exists between a depository bank and its depositors.

(j) If Client is a governmental entity, Client agrees that, in performing the Service under these T&C, M&T is acting solely as a depository and is not acting as an agent for the collection of taxes.

(k) If the Mail includes checks that are payable or endorsed to a party other than Client (“Third Party Payee”), in addition to the representations and warranties made in the Master Agreement by Client regarding third party checks, Client represents and warrants to M&T that: (i) Client has obtained written authorization from each Third Party Payee for M&T to endorse the Third Party Payee’s checks as payable to Client and to deposit the items into the


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Account; (ii) the Third Party Payee authorization includes an assignment to Client of all of the Third Party Payee’s right, title and interest in and to each of the Third Party Payee’s checks; (iii) Client will retain a copy of each Third Party Payee authorization for at least seven years after the termination of the Service and will provide a copy of any authorization to M&T upon request; and (iv) each Third Party Payee authorization will be in effect and fully operative at all times that M&T provides the Service.

2) Image Lockbox Service Option. The following terms and provisions apply if Client uses the Image Lockbox Service option: (a) M&T will endeavor to create electronic images of Mail (except Payment Documents deemed unsuitable for deposit) as requested by Client on the Set-Up

Form, provided the Mail meets M&T’s imaging specifications and requirements (e.g., minimum and maximum size limitations and such other specifications as M&T may establish from time to time).

(b) M&T will deliver the electronic images of the Mail, as selected on the Set-Up Form, (i) through the Web Site, (ii) by CD Rom delivered to the relevant address of Client identified on the Set-Up Form or (ii) through Direct Transmission to Client’s computer hardware, software and other communication facilities as identified on the Set-Up Form.

(c) If Client has reserved for itself the option on the Set-Up Form to make decisions as to whether M&T shall deposit into Client’s Account or send to Client items having particular characteristics (“Exception Items”), M&T shall provide email notification to Client of the Exception Items requiring such decisioning by Client. Client’s decisions with respect to the disposition of Exception Items must be communicated to M&T using M&T’s Web Delivery channel by the deadline indicated on Client’s Set-Up Form (the “Client Response Due Time”). In the event Client fails to communicate its decisions on any Exception Items by Client Response Due Time, M&T shall either deposit or forward all such Exception Items to Client in accordance with Client’s default instructions on the applicable Set-Up Form.

3) Check Processing. M&T shall use commercially reasonable efforts to adhere to the following procedures when processing checks (unless Client elects a different procedure on a Set-Up Form and M&T agrees to such procedure): (a) Both amounts missing from check - Return unprocessed (b) Post Dated - Process (c) Stale Dated - Process (d) Marked “Paid in Full” - Process (e) Missing or Incomplete Date - Process (f) Missing Signature - Process (g) Post Mark Review (only available with Tax Lockbox Service option) - Postmarks will be reviewed for the five (5) Business Days following the date of each

penalty period due date. The date used for processing these payments will be the last date of the penalty period in which the payment was mailed. (h) For Tax Lockbox Service option only - M&T will not process split parcels and adjustments to the tax roll. These items will appear as “payment is not equal

to amount due.” They will be rejected and returned to Client. Client understands that M&T’s processes in respect of the above procedures are manual and that, while M&T will use commercially reasonable efforts to adhere to such procedures, M&T does not guarantee that such procedures will be adhered to for each check processed.

4) Credit Card Payment Processing. The following provisions apply to credit card processing, which is available exclusively for the Wholesale, Property Manager, Financial Institutions (Direct Sale), Retail, and National Lockbox Service options: (a) Client is responsible for complying with all card network rules. (b) M&T will input the required information into its credit card processing system, using Client’s M&T Merchant number as a remote location of Client’s

organization. Such information may include: (i) credit card number; (ii) dollar amount of payment and (iv) payor’s zip code. (c) Client acknowledges that address verification is required for all Visa/MC lockbox transactions. An Address Verification (AVS) is made as part of the

authorization. This request provides information as to whether the address provided by the cardholder matches the address for the card on the file of the card issuing bank. NOTWITHSTANDING THE RESULT OF THE AVS, THE CREDIT CARD TRANSACTIONS WILL BE PROCESSED. It is Client’s sole responsibility to review the AVS responses provided on the Transaction Detail Reports made available to Client and to determine which transactions to credit. Permitting a transaction to process without an AVS match could result in charge backs under the rules of the relevant card association.

(d) M&T will input all process-able credit card payments for Client. Client may elect to receive a system report providing the card number, dollar amount, authorization number, business date and the total amount of all authorized transactions for each Business Day with credit card activity.

5) Post Termination Delivery. For a minimum of 30 days following termination of this Service, using the address provided to M&T in writing by Client, M&T will deliver to Client at least once each week any Mail that it receives. During such period, the terms and conditions of the Agreement shall remain in full force and effect in respect of such delivery service. Except as expressly provided in this Section or as M&T may separately agree in writing, after termination of the Service, M&T reserves the right to return to the sender any Mail that is received in the P.O. Box or at the Site. In the event M&T exercises its right under the Master Agreement to terminate this Service immediately, M&T reserves the right to return to the sender any Mail that is received in the P.O. Box or at the Site, in lieu of forwarding the Mail to Client as discussed above.

6) Correction of Errors. If M&T commits an error in performing the Service, Client must notify M&T promptly upon learning of such error. In such case, Client’s sole remedy shall be for M&T to make a correcting entry in the next regularly scheduled processing after M&T receives the notice and has had a Reasonable Opportunity to Act. M&T shall have no responsibility for detecting and correcting any errors in processing of which it has not been advised by Client.

7) Financial Institution (Resell) Lockbox Service Option. If Client is a financial institution and wishes to enroll in the Service in order to assist Client with providing lockbox services to its own customers, clients and/or members (“customers”), Client must select the Financial Institution (Resell) Lockbox Service option on the Client Election Form. The provision of the Financial Institution (Resell) Lockbox Service to Client is subject to prior approval by M&T and also is subject to the M&T Financial Institution (Resell) Lockbox Service T&C (which can be found in M&T’s Supplemental T&C Booklet, which Client hereby acknowledges having received and read) in respect of that service option. In addition, the ‘Financial Institution Clients’ T&C in Part B of this Booklet also shall apply to Clients that use the Financial Institution (Resell) Lockbox Service option.

8) Lockbox for Healthcare Entities. If Client uses the Service and is a “covered entity” under the HIPAA Regulations, and will be using the Service in such a way that M&T may create, receive, use or disclose for, or on behalf of, Client any individually identifiable protected health information (as defined in 45 C.F.R 160.103) (“PHI”) that is subject to protection under HIPAA and the HITECH Act, or will otherwise be considered a “business associate” under the HIPAA Regulations, then Client is responsible for informing M&T in respect thereof and entering into M&T’s Business Associate Agreement (Lockbox Services – M&T as Business Associate) (“BAA”). M&T shall not be subject to, or bound by any other implied or express obligations, duties or liability in connection with M&T being a “business associate” under the HIPAA Regulations, except to the extent expressly set forth in such BAA entered into between Client and M&T. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended. “HIPAA Regulations” means those rules and regulations promulgated by the Secretary as provided by the HITECH Act as set forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R."), including without limitation 45 C.F.R. Part 164, Subpart E (the “Privacy Rule”), in each case as amended. “HITECH Act”


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means the Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-005, as amended.

Mobile InfoPLU$ Service

These Mobile InfoPLU$ Service Terms and Conditions (“T&C”) set forth terms and conditions and provide information on the use of the M&T Mobile InfoPLU$ Service (“Service”).

Product Description This Service allows Client to access certain treasury management related services and features, as described in the User Guide, using a Mobile Device. M&T may provide Client access to additional services and features in the future.

Definitions “Mobile Device” means a mobile phone, tablet or other equipment, operating system, data plan, software and hardware supported by M&T now or in the future for the Service. Currently, the following Mobile Devices are supported by M&T for the Service: (i) iPhone, (ii) iPad, and (iii) Android phones. “Mobile InfoPLU$” refers to the Service available on a Mobile Device.

Terms and Conditions 1) Enrollment in Website. In order to use the Service, Client must be enrolled in WebInfoPLU$ or WebInfo (or such other website as required by M&T to use the

Service). Through that website, Client’s System Administrator may set up one or more of its authorized users of the website to use the Service. Each such user shall be known as a “Mobile User” and shall be Client’s Authorized Representative for the Service.

2) Supported Mobile Device. Client’s Mobile User must use a supported Mobile Device in order to access the Service. The Service may not be available through all mobile phone or tablet devices. Client may confirm with M&T what Mobile Devices are supported for the Service at any particular time.

3) Download Mobile Application. Each Mobile User needs to download and install an application or other software to his/her supported Mobile Device (a "Mobile Application") in order to access and use the Service. Client and/or his/her Mobile User are solely responsible for properly downloading, installing, updating and using the Mobile Application. M&T (or its licensor) is the owner of all right, title and interest in and to the Mobile Application as well as the computer programs contained therein and any accompanying user documentation along with all subsequent copies, updates or versions thereof which are made available to you (if any), regardless of the media or form in which they may exist (collectively, the "Software"). The Service provided through the Mobile Device will be considered a Website under the Master Agreement and the Software will be considered part of the M&T Technology under the Master Agreement. All terms and conditions set forth in the Master Agreement relating to the Website and M&T Technology, including in Sections 10 and 11 of the Master Agreement, apply to the Service and Software. WITHOUT LIMITING THE TERMS OF THE MASTER AGREEMENT, THE WEBSITE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE WEBSITE OR SOFTWARE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. CLIENT’S USE OF THE WEBSITE AND SOFTWARE AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO CLIENT THROUGH THE WEBSITE OR SOFTWARE IS AT CLIENT’S OWN DISCRETION AND RISK, AND CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ITS USE, INCLUDING ANY DAMAGE TO A MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR DOWNLOAD OF ANY SOFTWARE, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. ALL LIMITATIONS AND EXCLUSIONS OF M&T’S LIABILITY SET FORTH IN THE MASTER AGREEMENT APPLY TO ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Client shall not use the Service in any way that would infringe any third party copyright, patent, trademark, trade secret or other proprietary rights, including any rights in the Software.

4) Activate Mobile Application. Once a Mobile User downloads and installs the Mobile Application to his/her Mobile Device, the Mobile User needs to complete a set-up process to register and activate the Mobile Application, which process is detailed in the applicable User Guide.

5) Service Features. M&T may make such Service features and options available through the Service as determined by M&T from time to time. A Mobile User’s ability to view/perform transactions through the Service is available to the extent such Mobile User has that viewing/transaction capability through the relevant service set-ups for the Website. Client is responsible for knowing how to use the Service and any feature thereof before it does so, and then that it always uses the Service in accordance with the User Guides. M&T may change or upgrade the Service or any Service feature from time to time, including reducing any functionality. In the event of such changes or upgrades, Client is responsible for understanding how to use the Service as changed or upgraded.

6) Client’s Equipment. (a) Client is solely responsible for the acquisition, upkeep, security, maintenance, operation and management of any Mobile Device for use of the Service.

Client also is solely responsible for procuring its own network or cellular connections and all equipment, software and access to the Internet for use of the Service. M&T does not provide the Mobile Devices or Internet or cellular connectivity associated with the use of the Service. Any fees or charges associated therewith shall be borne solely by Client.

(b) M&T cannot guarantee and is not responsible for the availability of the data services provided by Client’s Internet or mobile carrier. Client understands that the Service may not be accessible or may have limited utility over some Internet or mobile networks, such as while roaming. M&T is not responsible for any delay, failure or error in the transmission or content of information provided through the Service, and M&T will not be liable for any non-delivery, delayed delivery, or improper delivery of any information through the Service.

7) Security. In addition to the security provisions set forth elsewhere in the Agreement, the following provisions apply: (a) CLIENT UNDERSTANDS THAT THERE ARE RISKS ASSOCIATED WITH USING A MOBILE DEVICE. Client is solely responsible for maintaining the security of each

Mobile Device used for the Service. The Service will display sensitive information about Client’s Accounts and allow transactions to be conducted in respect of such Accounts. Anyone with access to a Mobile User’s Mobile Device may be able to view this information or perform such transactions. In order to help prevent misuse of Client’s Accounts through the Service, Client must ensure that each Mobile Device used for the Service is password protected and that Mobile Application login codes are kept confidential. Client shall take precautions to ensure the safety, security and integrity of its Accounts and transactions when using the Service. Client agrees not to leave any Mobile Device unattended while logged into the Service and to log off immediately at the completion of each access of the Service. Client is responsible for ensuring that it does not download any Virus that could put Client’s confidential information or Accounts at risk.

(b) If Client suspects that the login credentials for a Mobile Device which is running a Mobile Application has been compromised, lost, stolen or used without Client’s authorization, or if a Mobile Device has become compromised, lost, stolen or used without Client’s authorization, Client must contact M&T’s Customer Service area immediately. Without prejudice to M&T’s other rights and remedies, M&T reserves the right to revoke Client’s ability to use the Service from the affected Mobile Device. If M&T revokes Client’s ability to use the Service from a Mobile Device, the Mobile Application on that Mobile


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Device will become disabled. If Client wishes to continue to use the Service on that Mobile Device, Client will need to re-register the Mobile Application on that Mobile Device (which may require Client re-downloading and re-installing the Mobile Application on that Mobile Device).

(c) Certain behavioral and Mobile Device data may be collected, either by M&T or a third party vendor selected by M&T in its sole discretion, in order to provide the Mobile User with enhanced security and to monitor and investigate activity considered suspicious in connection with Client’s Accounts. If M&T or its vendor identifies suspicious activity in connection with Client’s Accounts, certain Security Procedures for authentication purposes may be implemented to verify that it was Client that performed the Account activity at issue, including, but not limited to: (i) the use of challenge questions, (ii) knowledge-based authentication, (iii) the use of a one-time password, (iv) the use of a code that will be sent via email or text message to Client, or (v) a call to Client by telephone. Client agrees to the use of such Security Procedures.

8) Rights Relating to Service. M&T may collect information about Client’s Mobile Devices, system and application software in connection with offering and operating the Service and for security reasons. M&T reserves the right to block access or delete Software from a Mobile Device if M&T has reason to believe Client is misusing the Service or otherwise not complying with the Agreement, or if M&T has reason to suspect a Mobile Device has been infected with a Virus.

9) Changes to Service. Use of the Service is subject to the directions, limitations and requirements described in the User Guides. At any time and without notice, M&T Bank reserves the right to: (i) terminate or modify its support of any Mobile Device, equipment, software, operating system or mobile carrier necessary to access the Service; (ii) remove or modify the types of accounts, features and functionality available through the Service, and (iii) modify any Security Procedures or requirements M&T requires to gain access to the Service.

10) Cancellation. M&T may refuse or cancel a Mobile User’s use of the Service at any time for any reason, including if M&T suspects that a Mobile User’s Mobile Device is being used in an unauthorized or fraudulent manner.

11) Use of Vendors. Client understands that the Service is supported by a third party vendor, and M&T’s ability to provide the Service is subject to the provision of services by that third party vendor.

Positive Pay Service

These Positive Pay Service Terms and Conditions (“T&C”) provide information on the M&T Positive Pay Service (“Service”).

Product Description The following service features are available through this Service: (a) Positive Pay: This service feature allows Client to provide M&T with information on checks issued that may be paid without referral to Client. Checks that do not

match the Record (as defined below) are referred to Client for instruction to pay or return in accordance with the provisions of these T&C. (b) Payee Positive Pay: This service feature allows Client to provide M&T with information on checks issued but not yet presented for payment. Client will provide

M&T with pay or return instructions for checks that either do not have a payee match or that have a payee match but that do not match the MICR information provided to M&T by Client.

(c) Reverse Positive Pay: This service feature does not require Client to provide M&T with information on checks issued. M&T will provide Client with a list of checks presented for payment in order for Client to provide M&T with pay or return instructions for those checks in accordance with the provisions of these T&C.

(d) Maximum Dollar Limit: This service feature allows Client to establish a cap on the dollar amount of checks that may be paid against its Account. The face of Client’s check must state the maximum amount for which the check may be made payable. Client will provide instructions to M&T to pay or return checks that exceed the maximum stated amount for checks drawn against specified Accounts in accordance with the provisions of these T&C.

(e) Stale Dated Check Service: This service feature allows Client to establish a date beyond which a check it has issued will not be honored. The face of Client’s checks must state that the check is void after a stated number of days from the issuance date on the check. Client will provide instructions to M&T to pay or return checks that exceed the stale date period for checks drawn against specified Accounts in accordance with the provisions of these T&C.

Definitions “Criteria” shall mean either (i) the maximum dollar limit established by Client for the Maximum Dollar Limit service or (ii) the “void after” number of days established by Client for the Stale Dated Check Service, or (iii) both (i) and (ii). “Cut-Off Time” shall mean 4:00 p.m. Eastern Time (ET). “Direct Transmission” means the submission of an Outstanding File directly from Client to M&T’s designated transmission platform (which, currently, includes M&T’s FTP or FTM platforms and/or such other platform as notified to Client by M&T in its discretion from time to time). “Outstanding File” shall mean a file maintained by M&T that contains information received from Client that contains Records of checks issued by Client but not yet presented for payment against its Account at M&T. “Record” shall mean the serial number, dollar amount, issuance date, account number, payee name, or such combination of these elements as are applicable to the relevant Positive Pay service as set forth in these T&C. “Suspect File” shall mean checks presented for payment against Client’s Account that do not match the Records in the Outstanding File or the Criteria, or, with respect to the Reverse Positive Pay service feature, all checks presented for payment against Client’s Account.

Terms and Conditions 1) Client Election Form. Client shall complete a Client Election Form for each Service feature that it requests. The Client Election Form shall be completed in its

entirety with all required information for the Service completed. If Client fails to complete the portion of the Client Election Form that establishes the default option for M&T to follow with respect to checks in a Suspect File, M&T shall handle such checks in accordance with Section 8 below. The preceding sentence does not apply to the Reverse Positive Pay service feature, in which case the default option for M&T to follow is to pay all checks presented for payment against Client’s Account unless Client provides return instructions in accordance with these T&C, and Client will not have a different default option on the applicable Client Election Form. M&T shall not be liable for any action it takes, or fails to take, in reliance upon the information in a Client Election Form or upon the instructions received from Client.

2) Records and Outstanding File. (a) Records. In order to use this Service (with the exception of Reverse Positive Pay), Client must send the Records of any checks issued by Client to M&T via

Direct Transmission, WebInfoPLU$ or such other method as approved by M&T. M&T will then use those Records to update the Outstanding File as indicated in Section 3 below.

(b) Positive Pay. For this Service feature, Client shall provide M&T with Records to be included in the Outstanding File. The Records for this Service feature shall contain the following information for each check: (i) the account number, (ii) the serial number, (iii) the dollar amount and (iv) the issuance date. Client must also indicate which Records in the Outstanding File are to be deleted.


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(c) Payee Positive Pay. For this Service feature, Client shall provide M&T with Records to be included in the Outstanding File. The Records for this Service feature shall contain the following information for each check: (i) the account number, (ii) the serial number, (iii) the dollar amount, (iv) the payee name (or names, if there is more than one payee) and (v) the issuance date. Client must also indicate which Records in the Outstanding File are to be deleted.

(d) Reverse Positive Pay. For this Service feature, Client is not required to provide M&T with Records or any other information on checks issued by Client. Client will provide M&T with pay or return instructions for all checks presented against Client’s Accounts that are referred to Client by M&T.

(e) Maximum Dollar Limit. For this Service feature, Client shall indicate on the Client Election Form each Account that will be subject to this Service feature and the maximum dollar value of each check that may be paid against each such Account. The face value of each check issued by Client and subject to this Service feature must state “Payment Not to Exceed $XXX.XX” (where “$XXX.XX” equals the maximum dollar limit of such check).

(f) Stale Dated Checks. For this Service feature, Client shall provide M&T with Records to be included in the Outstanding File. The Records for this Service feature will contain the following information for each check: (i) the account number, (ii) the serial number, (iii) the dollar amount and (iv) the issuance date. Client must also indicate which Records in the Outstanding File are to be deleted. Each Client issued check under this Service feature must state on the face “Void after (date).”

3) Updates to Outstanding File. (a) Additions: For Records to be added to the Outstanding File, Client shall provide M&T with information in an M&T approved format no later than the Cut-

Off Time on the Business Day prior to the day of the issuance of the check. (b) Deletions: For Records to be deleted from the Outstanding File, Client shall provide M&T with information in an M&T approved format no later than the

Cut-Off Time on the Business Day on which the Record is to be removed from the Outstanding File. (c) Updates: Following receipt of the Records from Client, M&T will update the Outstanding File daily to reflect checks paid or returned and checks deleted,

as indicated in the Records. 4) Email Confirmation of Outstanding File. If Client wishes to send to M&T any Records using the Direct Transmission method (and not WebInfoPLU$ or other

approved method), Client must designate on a Client Election Form or other Set-Up Form a minimum of one (1) and a maximum of ten (10) email addresses to receive an automatic email confirmation of Records from M&T. Each time Client sends Records to M&T via Direct Transmission, M&T will send an email confirmation to the email address(es) designated by Client. Client can, at any time, update the email addresses by updating the Client Election Form or Set-Up Form. The email confirmation from M&T will include: (a) total dollar amount of all checks in the Records and (b) total number of checks in the Records. Client can then use the totals provided by M&T in that email confirmation to verify that those totals match the information in the Records that Client sent to M&T via Direct Transmission. If there is any discrepancy between those totals, Client must promptly contact Positive Pay Customer Service to inform them of the discrepancy. M&T does not validate whether there are any discrepancies and/or notify Client of discrepancies. For security purposes, the email confirmations will be sent to Client using secure email and will require prior registration and the use of a password to open and view the email. Client’s designated email addressees must be able to access such secure emails. If any of Client’s designated email addressees cannot access those secure emails, Client must promptly inform M&T so that M&T and Client can attempt to resolve the issue. M&T does not validate control totals for Records, even if Client attempts to send M&T emails or correspondence requesting M&T’s validation of control totals.

5) Checks/Processing of Checks. (a) Client agrees that it will use only high quality check documents that comply with M&T’s check printing and MICR specifications. (b) For the Positive Pay service feature, M&T will conduct an automated review of the checks presented for payment against the Records in the Outstanding

File for the relevant Account. M&T will pay all such checks that match (i) the serial number and (ii) dollar amount in the Outstanding File for that Account. If a check does not match those items, then M&T will include the check in the Suspect File sent to Client for pay or return decisioning under Section 6 below.

(c) For the Payee Positive Pay service feature, M&T will conduct an automated review of the checks presented for payment against the Records in the Outstanding File for the relevant Account. M&T will pay all such checks that match the (i) serial number, (ii) dollar amount and (iii) payee name (or names, if there is more than one payee listed on the check) in the Outstanding File for that Account, subject to this Section 5(c). If a check does not match those items, then M&T will include the check in the Suspect File sent to Client for pay or return decisioning under Section 6 below. Notwithstanding the prior sentences, under the Payee Positive Pay service feature, M&T will pay checks that do not have a name in the Record but that otherwise match the serial number and dollar amount in the Record.

(d) For the Reverse Positive Pay service feature, M&T will include (i) the serial number and (ii) the dollar amount of all checks presented for payment in the Suspect File sent to Client for pay or return decisioning under Section 6 below. Client shall review the information provided by M&T to verify that the checks presented are properly payable. M&T will pay all such checks that Client fails to make a return decision on in accordance with Section 6 below.

(e) For the Maximum Dollar Limit service feature, M&T will pay such checks that have a face value that is less than the maximum dollar limit amount established by Client for the relevant Account. Any such checks with a face value that is equal to or greater than such maximum dollar limit amount will be (i) if Client is also enrolled in the Positive Pay, Payee Positive Pay or Reverse Positive Pay service feature, handled under Section 6(a) below and (ii) if Client is not also enrolled in the Positive Pay, Payee Positive Pay or Reverse Positive Pay service feature, handled under Section 6(b) below.

(f) For the Stale Dated Checks service feature, M&T will conduct an automated review of the checks presented for payment against the Records in the Outstanding File for the relevant Account. If M&T determines that a check presented to M&T for payment is not stale, M&T will pay the check. If M&T determines that a check presented to M&T for payment is stale, then (i) if Client is also enrolled in the Positive Pay, Payee Positive Pay or Reverse Positive Pay service feature, such check will be handled under Section 6(a) below and (ii) if Client is not also enrolled in the Positive Pay, Payee Positive Pay or Reverse Positive Pay service feature, such check will be handled under Section 6(b) below.

(g) With respect to any of the above service features, if a check is rejected, M&T may endeavor to review the check manually and repair any damage to the MICR lines (provided that M&T will not have any duty to do so).

(h) M&T’s payment of checks under this Service is subject to Client’s Account having sufficient available funds to pay checks presented. 6) Suspect File.

(a) Prior to 10:00 a.m. ET each Business Day, M&T will endeavor to provide Client with a Suspect File. Prior to the Cut-off Time each Business Day, Client must advise M&T whether to pay or return the checks in the Suspect File. Client must indicate that the reason for returning a check is either that the check (i) is unauthorized or (ii) has been materially altered.

(b) For Clients that use the Maximum Dollar Limit or Stale Dated Check service features, without also being enrolled in the Positive Pay, Payee Positive Pay or Reverse Positive Pay service feature, M&T will automatically return checks that are in the Suspect File and that do not match the Criteria. Client will not have the opportunity to review such checks prior to their return.

7) Return Checks. Client understands and agrees that M&T cannot return checks that have been cashed over-the-counter or otherwise paid prior to the time that Client (i) instructs M&T to pay or return such checks and (ii) M&T has had a Reasonable Time to Act on such instruction.


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8) Default Options. If Client does not send instructions to M&T regarding the payment or return of checks in accordance with these T&C, M&T will handle such checks in accordance with Client’s elected default options on the Client Election Form (with the exception of the Reverse Positive Pay service feature, in which case the default option is for M&T to pay all checks presented against Client’s Account, and Client will not have a different default option on the applicable Client Election Form). If Client has not elected default options in the Client Election Form and Client fails to provide M&T with pay or return advice on checks in the Suspect File as required in these T&C, M&T shall post and pay each check corresponding to a Record in the Suspect File or is consistent with the Criteria, to the extent that there are available funds in the Account.

9) Dual Authorization. M&T strongly recommends that Client utilize any dual authorization procedures made available through any Internet applications, such as WebInfoPLU$. M&T reserves the right, in its sole discretion, but without obligation of any kind, to require dual authorization of certain Service decisions. Although dual authorization is a helpful tool, neither it, nor any other security tool, can guarantee security, including, for example, if two sets of User ID’s and login credentials are compromised, if a user is created with the authority to initiate and approve, or if fraudulent users are established.

10) Limitation of Liability. In addition to the limitations on its liability in the Master Agreement, M&T shall not be liable for any Losses resulting from (i) following Client’s instructions on a Client Election Form (and Client hereby waives all claims against M&T for Losses that may occur as a result of M&T following Client’s instructions on a Client Election Form), (ii) the payment of checks in the Suspect File for which Client has not provided timely pay or return instructions in accordance with the provisions of these T&C or (iii) the payment of any check in the Outstanding File that is paid by M&T when presented for payment following the protocols prescribed by these T&C and as established in the Client Election Form, including, but not limited to, any check that is unsigned by Client, unless the Losses result from M&T’s failure to include a check in the Suspect File that should have been so included. Client waives any claim of wrongful dishonor for return of checks under the circumstances in Section 8 above. M&T shall use commercially reasonable efforts to provide the relevant information and reports to Client within the time frames identified in these T&C; however, M&T does not guarantee specific delivery times or dates.

remitONE Electronic Tax Payment Service

These remitONE Electronic Tax Payment Service Terms and Conditions (“T&C”) provide information on the M&T electronic deposit service for tax payments (“Service”).

Product Description This Service allows Client to receive, process and originate Entries for the electronic processing of certain federal and/or state tax payments. Using the Service, Client initiates Credit Entries through the ACH network to Client’s accounts with receiving tax authorities maintained at other banks (the “Tax Accounts”).

Definitions All capitalized terms not otherwise defined in these T&C shall have the meaning given to them in the ACH Origination Service T&C. “Entry” means the electronic tax payments processed by M&T through the ACH network for Client. “Funding Date” means the Business Day on which Client delivers Files with Entries to M&T and is no less than two Business Days before the Settlement Date. “Payment Order” means an instruction to initiate an Entry through the ACH network. “Subscriber Information” means the forms and documents that M&T requires Client to complete for M&T’s vendor and/or the relevant taxation authority.

Terms and Conditions 1) Rules. M&T and Client each agree that the Rules will govern the Service and that each will comply with the Rules. 2) Accounts. To use the Service, Client will establish two commercial demand deposit accounts with M&T: (i) a Funding Account and (ii) a separate Settlement

Account. The Funding Account will be subject to M&T’s Availability Disclosure for Commercial Deposit Accounts. Deposits will be made to and disbursements will be debited from the Funding Account for the Service. M&T will deposit the debits from the Funding Account into the Settlement Account. Client is not entitled to interest on funds deposited into the Settlement Account. The Settlement Account will be controlled only by M&T.

3) Access to Service. Client acknowledges that it has received a complete Subscriber Information package from M&T containing the instructions and forms necessary for Client to complete to use the Service. Once the Subscriber Information is completed by Client and processed, M&T will issue an access code and personal identification number (“Security Procedures”) to Client that will permit Client to access the Service.

4) Preparation and Submission of Entries. Client agrees that all Entries that it initiates must be prepared and submitted in accordance with M&T’s specifications and requirements. M&T reserves the right to reject or refuse to execute any Entry or File not prepared in accordance with M&T’s specifications or requirements. M&T may, in its sole discretion, provide information to Client to enable Client to detect any error in data supplied by Client, but, in no event, will M&T be responsible or liable for detecting or reporting any error in data supplied by Client.

5) Receipt of Entries. (a) Security Procedures. Client acknowledges that it has chosen, and agrees that it will comply with, the Security Procedures provided for the Service. Client’s

obligations regarding the use and safeguarding of Security Procedures are set forth in the Master Agreement and this Booklet. Client acknowledges and agrees that the Security Procedures are commercially reasonable for the transmission of Entries and Files to M&T and for verifying the authenticity of Files received by M&T apparently from Client in connection with any such transmission.

(b) Authorization of M&T. By signing the Master Agreement and completing the Subscriber Information, Client has authorized M&T to perform the Service. M&T’s internal books and records regarding the applicable documentation for the Service will be conclusive. Using the Security Procedures, Client may submit Entries to M&T by touch tone telephone or electronic data transmission (if offered by M&T) or other method agreed to by M&T and Client. M&T is authorized to execute, and Client expressly agrees to be bound by, any Payment Order, whether or not authorized, issued in Client’s name that is accepted by M&T in accordance with the Security Procedures, and to debit its Account for the amount of the requested File.

(c) Tax Payments in Excess of Threshold Amounts. Client acknowledges that it has provided M&T with Subscriber Information specifying the types of taxes that Client wishes to pay through the Service and the maximum amount of each such tax that Client expects it will have to pay at any one time (the “Threshold Amount”). M&T has the right, in its sole discretion, to process or refuse to process any Entry that exceeds the applicable Threshold Amount. If M&T chooses not to process an Entry that exceeds the applicable Threshold Amount, M&T will use reasonable efforts to notify Client of this decision so that Client may make alternate arrangements to pay the tax by its due date, but, in no event, will M&T have any liability with respect to Client’s failure to make timely payment of the tax, regardless of the reason for such failure. In no event will M&T have any obligation to process an Entry initiated by Client for the payment of a tax that Client has not listed in the Subscriber Information as a tax type subject to the Service.

(d) Delivery of Entries. Client must deliver Files with Entries to M&T prior to 4:00 p.m. Eastern Time during a Business Day in order to obtain same-day processing of such Entries. Any Entry received by M&T after 4:00 p . m . , but prior to 11:59 p . m . Eastern Time on a Business Day, will be processed on the next Business Day. M&T may change the schedule from time to time upon prior notice to Client. M&T reserves the right, in its sole discretion, to refuse to honor any File or Entry submitted by Client for any reason.


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6) Method of Processing. M&T, in its sole discretion, may process Entries in any order convenient to M&T and may transfer funds in the manner that M&T considers appropriate under the circumstances. Client acknowledges and agrees that if an Entry describes the payee inconsistently by name and account number, the RDFI will rely upon the account number in making the payment even if it identifies a person different from the named payee, and Client is still obligated to pay the amount of such Entry in such circumstances. M&T will have no duty to detect any error or inconsistency in identification of payees.

7) Rejected Entries. M&T has the right to reject any Entry either pursuant to Sections 4 or 5 of these T&C, or because such Entry does not meet the criteria for processing in the Rules or as established by M&T, or for any other reason. Upon notification from an ACH Operator or any RDFI that any Entry (or group of Entries) initiated by Client has been rejected, or upon rejection by M&T either pursuant to this Section or pursuant to Section 4 or 5 above, M&T will notify Client and each rejected Entry will be returned, credited back to Client’s Funding Account and confirmation of the action will be sent to Client. M&T does not have and will not be charged with any responsibility for any rejected Entry. Client agrees that it is responsible for remaking and resubmitting each Entry or otherwise making any required payments to the payee. Nonetheless, M&T may, in its sole discretion, remake and resubmit any rejected Entry but it does not have any obligation and will not be charged with the responsibility for doing so.

8) Returns, Reversals, Adjustments and Notifications of Change. M&T shall notify Client of any returned Entries. Client or M&T may initiate reversing Entries as permitted by the Rules in the event that previously originated data is erroneous or duplicated. M&T shall notify Client of any adjustment Entries received by M&T. Client authorizes M&T to debit or credit the Funding Account for adjustment Entries. M&T shall notify Client of all notifications of change received by M&T from any RDFI relating to any Entries transmitted to M&T by Client.

9) Provisional Payment. Client acknowledges and agrees that, pursuant to the Rules, payment of any Entry by an RDFI to a payee is provisional until receipt of final settlement by the RDFI for that Entry. Client agrees that, if such settlement is not completed (a) such RDFI will be entitled to a refund from the payee, and (b) the Entry will be considered as unpaid by Client.

10) Funding Account and Settlement Account. (a) Client agrees to maintain immediately available funds in the Funding Account no later than the end of the Business Day of the Funding Date in an amount

sufficient to cover all Entries initiated by Client. On the Funding Date, M&T will deduct the total amount of all Entries initiated by Client from the Funding Account and credit that amount to the Settlement Account. On the Settlement Date, the Funds deposited in the Settlement Account will be debited to the Settlement Account by M&T and transmitted to the appropriate Tax Accounts.

(b) If an Entry is received by M&T on a Business Day that is later than the latest Funding Date with respect to such Entry, M&T will have no responsibility for any penalties that may be assessed or interest charges that may imposed as a result of the tax payment being made after the Settlement Date.

(c) M&T may, but will have no obligation to, process an Entry which would result in an overdraft of the Funding Account. Each overdraft is subject to the terms of the Master Agreement. In the event that Client fails to maintain sufficient funds in the Funding Account to cover Entries initiated by Client, M&T, in addition to its other rights under the Master Agreement and these T&C, may terminate this Service without notice to Client.

(d) Client may recover any funds withdrawn from the Funding Account and deposited into the Settlement Account in connection with an Entry provided the Entry was initiated by Client in accordance with the provisions of this Section and M&T receives written or telephonic notice (directed to the telephone number designated by M&T from time to time for the purpose of receiving such notice) at least two (2) Business Days prior to the Settlement Date.

11) Account Reconciliation. Entries processed by M&T for Client will appear on Client’s periodic statements for the Funding Account, which may also be available electronically if Client has selected that option. Client agrees to notify M&T promptly of any discrepancy between Client’s records and the information shown on any such periodic statement. If Client fails to notify M&T of any such discrepancy within fourteen (14) calendar days of M&T making the periodic statement available that first contains such information, Client agrees that M&T will not be liable for any loss of interest with respect to any discrepancy. If Client fails to notify M&T of any such discrepancy within one (1) year of M&T making such periodic statement available to Client, Client will no longer have the right to assert such discrepancy against M&T.

12) Liability. The liability of M&T and any agent of M&T for providing the Service to Client will be limited to the correction of any error caused solely by M&T or any such agent of M&T and the payment of any penalty and/or interest charges actually imposed by any tax authority on Client for failing to make a tax deposit on time because of M&T’s or its agent’s gross negligence or willful misconduct in performing the Service. Client’s sole and exclusive remedy for any liability of M&T or its agent will be limited to money damages in an amount not to exceed the total amount paid by Client to M&T for the Service during the twelve (12) month period immediately prior to the event giving rise to the liability. In no event will M&T or its agent be liable to Client for Losses which Client may incur or experience (including any consequential damages). Client acknowledges that the Service would only be available at substantially increased rates without the liability and remedy limitations set forth in these T&C. Delay in performance by M&T will be excused if such delay is caused by a force majeure event as described in the Master Agreement. Client is responsible for making timely payment of its tax obligations regardless of delay or failure by M&T to perform the Service. Neither M&T nor any agent of M&T will be liable to Client for Client’s failure to pay its tax obligations. If Client elects to make a tax deposit other than through the Service, M&T will not be liable for any penalty and/or interest charges related to such payment. This statement of M&T’s liability supersedes any statement of M&T’s liability in the Master Agreement.

13) Client’s Warranty and Liability. In addition to the representations and warranties that it makes in the Master Agreement, Client represents and warrants: (a) that each Entry submitted is timely, authorized by Client and the payee and prepared in accordance with the instructions set forth by M&T and in the Rules; (b) that each Entry submitted is in full compliance with federal and state laws and regulations governing such transactions, to the extent applicable; and (c) no authorization for any submitted Entry has been revoked or terminated. Client hereby releases M&T from, and indemnifies, defends (if, M&T, in its sole discretion, elects to have Client defend) and holds M&T harmless from and against any and all Losses and all actions, claims, demands, suits, and/or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with (d) a breach of any such representation or warranty, (e) the crediting of the amount of any Entry to the account of any payee, as requested by Client, (f) the crediting of the amount of any Entry to the account of any tax authority in satisfaction of a tax liability of Client, without regard to whether the Entry was made with Client’s authorization, (g) the delay of any financial institution other than M&T in crediting, or the failure of such institution to credit, the amount of an Entry, as requested by Client, and (h) the delay of Client in initiating or the failure of Client to initiate an Entry. The indemnities provided in this Section are in addition to Client’s indemnities in the Master Agreement and are not limited to the amount of any Item.

14) Payment for Services. Client authorizes M&T to debit the Funding Account for all fees that are payable by Client for the Service in accordance with the Master Agreement.

15) Post-Termination Settlement Date. If an Entry is initiated and received by M&T for Client’s Account with a Settlement Date that is after termination of the Service, M&T may, at its option, choose to accept or reject such Entry. If M&T accepts such Entry, Client agrees that the Entry will be processed in accordance with the terms of these T&C.


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Remote Check Deposit (RCD) Service

These Remote Check Deposit (RCD) Service Terms and Conditions (“T&C”) provide information on the use of the M&T Remote Check Deposit Service (“Service”). These T&C also addresses the use of its Remotely Created Check feature which is available to approved Clients upon request.

Product Description This Service permits Client or its Servicer to make deposits to Client’s Accounts from their offices through the use of an Approved Scanner that creates images of Items to be deposited. The scanned images are transmitted to M&T through a specified protocol and, those Images that satisfy the terms and conditions of these T&C, are credited to Client’s Account. Client or its Servicer must provide legible Images of the Items to be deposited and the Items must otherwise be eligible for deposit as if they were being presented in person for deposit at a branch of M&T.

Definitions “Approved Scanner” is defined in Section 8 below. “Bank” means a bank as defined in Regulation CC 12 CFR Section 229.2(e). “Capture” means the process of scanning an Item and formatting and storing the electronic representation of the Data from such Item, and the Image of such Item. “Data” means the information scanned from each Item to be deposited including without limitation the routing transit number, the account number, the check number and the amount of each Item.

“Deposit” means the Image and Data of an Item electronically transmitted to M&T for deposit to Client’s Account. “Image(s)” means an electronic reproduction of the front and back of Items to be deposited to Client’s Account. “Item” means checks and other items scanned by Client and submitted to M&T for deposit to Client’s Account. “RCD” means Remote Check Deposit. “Regulation CC” means the Availability of Funds and Collection of Checks Regulation found at 12 CFR 229.1 et seq. “Remotely Created Checks” means checks created by Client or its Servicer in accordance with Regulation CC. “Rules” means, collectively, the Automated Clearing House rules as published by the National Automated Clearing House Association as those rules may be amended, modified, updated, or otherwise changed from time to time.

Terms and Conditions 1) Preparation of Deposits.

(a) Scanning. If Client or its Servicer wishes to make any deposits of Items to Client’s Account through the Service (“Deposit”), Client or its Servicer will (a) scan the Items for deposit using an Approved Scanner and (b) transmit such Data and Images through an approved protocol to M&T for deposit to Client’s Account, and M&T may, in its sole discretion, deposit such Items to Client’s Account, subject to the terms of the Master Agreement and these T&C.

(b) Deposited Amount. Client or its Servicer shall ensure that each Deposit contains the Data and the Image for the Item to be deposited, together with the total amount of the Deposit and the account number of the Client Account to be credited with the Deposit. Client or its Servicer shall add up all Items in each Deposit to arrive at the total amount of the Deposit (the “Deposit Amount”) before scanning such Items. If Data cannot be read from any Item, Client or its Servicer shall complete the Data for such Item by examining the Item and/or the Image of the Item and correctly keying any unread or misread Data prior to transmission to M&T. After scanning all of the Items in a Deposit, Client or its Servicer shall reconcile the aggregate amount of such Items captured to the Deposit Amount, and, as necessary, correct all misread Data prior to submitting the Items for deposit to Client’s Account.

2) Acceptance of Deposits. Subject to and in accordance with the Master Agreement (including these T&C), M&T may, in its sole discretion, accept Deposits made to Client’s Account through the use of the Service. Each Item must be eligible for deposit as if it was being presented in person for deposit at a branch of M&T. Only USD Items may be submitted to M&T through the Service. M&T reserves the right, in its sole discretion, to reject any Data or Image for deposit to Client’s Account. M&T agrees to provide notice to Client or its Servicer, not more than one (1) Business Day following Client’s or its Servicer’s transmission of any Deposit, of M&T’s rejection of any Deposit and/or Item within any Deposit. Client agrees that such notice is commercially reasonable. M&T may from time to time establish a cut-off time (each the “Cut-off Time”) for the acceptance of Deposits. The Cut-off Time may or may not be the same time as cut-off times for conventional deposits but is disclosed to Clients. Generally, Deposits that are transmitted to M&T prior to the Cut-off Time shall be credited to the Account on the Business Day such Deposits are received by M&T. However circumstances may arise that may cause such Deposits to delay posting until the Business Day following the Business Day such Deposits were transmitted to the M&T, and except for delays directly caused by M&T’s gross negligence or willful misconduct, M&T shall not be liable for any damages to Client or its Servicer created by such delays. Deposits that are received after the Cut-off Time shall be credited to the Account on the Business Day following the Business Day such Deposits were received by M&T. Any ‘received’ message transmitted to Client after initial Deposit of an Item through the Service shall mean that M&T received the request for Deposit, but such Deposit is still subject to review and processing prior to any acceptance of such Deposit

3) Requirements for Items. (a) Preparation of Items. Client or its Servicer must ensure that each Item contains all of the required Data. If Client is a Bank, Data for each Item shall also

include a record indicating that Client is the Bank of First Deposit of such Item. Each Image of each Item deposited must be legible. Client or its Servicer shall be solely responsible for any Loss arising in connection with any illegible Image transmitted by Client or its Servicer for deposit by M&T. M&T shall have no duty to verify the legibility of the Images of Items that it accepts for deposit. If Client is not a Bank, Client and its Servicer agrees that each Item shall be indorsed prior to scanning with the words: “For deposit only to account XXXXXXX, Name of Client,” where “XXXXXXX” is the account number of the Account in which such Item is to be deposited, and “Name of Client” is the legal name of Client. If Client is a Bank, Client and its Servicer agrees to indorse each Item in accordance with indorsement standards set forth in Appendix D of Regulation CC.

(b) Availability of Original or Copies of Items. Upon M&T’s request, Client or its Servicer shall promptly provide to M&T the original of, or a legible copy of the front and back of any Item (each a “Copy” and collectively, the “Copies”), accepted within any Deposit. If Client or its Servicer fails to produce an original of any Item accepted in any Deposit, Client and Servicer both understand that it could be liable for (a) claims of Losses against M&T by any subsequent recipient of a substitute check created from any Item, if such Loss has occurred due to the receipt of a substitute check instead of the original Item, and (b) claims by M&T against Client or its Servicer under the indemnity provisions in these T&C and in the Master Agreement. Client shall consult its legal counsel on the appropriate retention timeframe for original paper Items based on Client’s organizational requirements and shall destroy the original paper Item as soon as is reasonable in accordance with those retention timeframes. Client and its Servicer shall create and maintain written policies and procedures for the safe and secure retention of the original paper Items and/or Copies of such Items and for ensuring the chain of custody for Items accepted within each Deposit and Copies of such Items. Client must securely store and safeguard the original Items and Copies of Items, until destruction, in order to prevent duplicate deposit of Items or employee fraud.


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(c) Indorsements on Items. Client authorizes M&T to supply Client’s indorsement (in its name or any tradename or any name of any enterprise affiliated with Client) on any and all Items. Client agrees that: (a) M&T may add the image of an indorsement, an electronic indorsement or a “virtual indorsement” to the Image of any Item deposited under the terms of the Master Agreement; and (b) such indorsement shall be legally enforceable against Client even though the indorsement did not appear and was not placed on the original Item. Without limiting the above, a Client that is not a Bank may request that the following “virtual indorsement” be added to the Image of all Items deposited under the terms of the Master Agreement after scanning of such Items under these T&C - “Pay to the order of M&T Bank for deposit only to account XXXXXXX, Name of Client,” where “XXXXXXX” is the account number of the Account in which such Item is to be deposited, and “Name of Client” is the legal name of Client.” Client agrees that any such “virtual indorsement” shall be legally enforceable against Client even though the indorsement did not appear and was not placed on the original Item. Client hereby releases M&T from, and hereby defends (if M&T, in its sole discretion, elects to have Client defend), indemnifies and holds M&T harmless from and against, any and all Losses and all actions, claims, demands, suits, and/or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with any image of an indorsement, electronic indorsement or “virtual indorsement” added to the Image of any Item deposited under the terms of the Master Agreement.

4) Returned Deposited Items. Client and its Servicer shall not deposit, by the means described within these T&C or by any other means, any Item that has been previously deposited under this RCD service. Any substitute checks created from Data and Images from Items previously deposited may, at M&T’s sole discretion, be deposited through any branch of M&T or by mail deposit. A substitute check may also be deposited under this Service if it meets all of the following criteria: (a) it was returned unpaid for insufficient funds or uncollected funds; (b) its MICR encoded fields are intact; (c) it is otherwise totally legible; and (d) it is not created from Data and Images from an RCC previously deposited under this service. Each re-deposited substitute check deposited by the means provided in these T&C shall be considered an Item. If M&T receives any electronic return item cash letters containing the Data and Image of any Item, Client and its Servicer agrees that M&T in its sole discretion may (e) generate a substitute check from such Data and such Image and deliver it to Client or its Servicer, or (f) electronically transmit through whatever means mutually agreeable to Client or its Servicer and M&T, such Data and Image to Client or its Servicer. In each case M&T will have satisfied any and all requirements of notice of dishonor and delivery of a returned item.

5) Representations and Warranties. In addition to the representations and warranties that it makes in the Master Agreement, Client and its Servicer represent and warrant to M&T for each Item that is part of each Deposit: (a) Client is entitled to enforce the instrument; (b) all signatures required for transfer of the Item (including, without limitation, the indorsement of any third party payee) are on the Item and all such signatures are authentic and authorized; (c) the Item has not been altered; (d) the Item is not subject to a defense or claim of recoupment of any party that can be asserted against Client; (e) Client and its Servicer have no knowledge of any insolvency proceeding commenced with respect to the maker of the Item; (f) all Data transmitted to M&T regarding the Item accurately represents the routing transit number, the account number, the check number and the amount of the Item; (g) the Image transmitted to M&T of the Item accurately represents the image of the front and back of such Item as of the time when scanned; (h) the Image of the Item transmitted to M&T is legible; (i) the Item has not been previously deposited (conventionally or by electronic means); (j) such Item will not be subsequently deposited (conventionally or by electronic means); and (k) Client and its Servicer have no knowledge that the Item is subject to a stop payment order. Without limiting the foregoing, Client and Servicer are deemed to make any representation and warranty that would have applied had Client deposited the original paper Item. In addition, Client is deemed to make to M&T any representation or warranty that M&T makes, under applicable Law (including clearinghouse rule, Federal Reserve Operating Circular or bi-lateral agreement), to any person (including, without limitation, a collecting bank, a Federal Reserve Bank, a receiving depository financial institution, a paying bank, a returning bank, the drawee, the drawer, any endorser, or any other transferee) when M&T transfers, presents or originates the Image or substitute check or electronic return item created from Data and Image. M&T may recover from Client or its Servicer as damages for any breach of warranty an amount equal to any Loss suffered as a result of the breach or warranty, including, without limitation, consequential damages and expenses related to M&T’s enforcement of its remedies against Client or its Servicer, including further, without limitation, reasonable attorneys’ fees and expenses.

6) Remotely Created Checks. Subject to the express prior written consent of M&T, M&T may allow Client to use the Remotely Created Check (“RCC”) feature of the Service. In addition to the other provisions in these T&C, this Section also shall apply to Client’s use of the RCC feature of the Service. For each transmission of each Deposit under this Service, in addition to the representations and warranties made in Section 6 above, Client and its Servicer represent and warrant to M&T for each Item in the Deposit that is an RCC that: (a) it has obtained valid and due authorization to (i) create such RCC, and (ii) debit the account indicated on the RCC for the amount of the RCC; (b) the RCC has been created solely for the purpose of collecting receivables due from Client’s customers as compensation for services rendered or goods purchased or for such other purposes agreed to by M&T in writing and permissible under the Federal Trade Commission’s Telemarketing Sales Rule (16 CFR Section 310) together with any amendment or modification to it, any replacement of it and any administrative interpretations of it (the “Telemarketing Rule”); (c) with respect to such RCC, Client has in all respects complied with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (d) the Image and Data of such RCC was captured from a paper RCC. Client and its Servicer agrees to comply with any and all procedures instituted by M&T from time to time to monitor (e) Client’s compliance with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (f) fraudulent activity in accordance with the Fair and Accurate Credit Transactions Act of 2003 (the “FACT Act”), together with all regulations and guidelines associated with the FACT Act. In addition, Client and its Servicer agree to provide, upon M&T’s request, any and all information and/or documentation regarding any individual RCC or series of RCCs. Client acknowledges and agrees that if it is a seller or telemarketer (as defined in the Telemarketing Rule), Client will not use, attempt to use, or cause to be used the RCC feature of this Service. In the event Client or its Servicer is a seller or telemarketer (as defined in the Telemarketing Rule) and uses, or causes to be used, the RCC feature of this Service, Client and its Servicer shall indemnify M&T against any and all Losses (including Losses in excess of the amount of any Item) and all actions, claims, demands, suits or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with Client’s or its Servicer’s creation of RCCs in violation of the Telemarketing Rule and/or M&T’s acceptance or processing of such RCCs. The indemnities provided in this Section are in addition to Client’s indemnities in other Sections of these T&C and in the Master Agreement. Client promises to pay the amount of any and all substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service and returned to M&T for any reason, including, without limiting the foregoing, lack of maker’s signature, lack of authorization, insufficient funds, refer to maker, account closed, or breach of warranty. As between Client and M&T, Client hereby waives any defense or claim it may have related to non-payment and the return of substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service, and acknowledges that such waiver is a material part of the consideration between the parties under the Master Agreement. Client and its Servicer shall not redeposit by the means described in these T&C, or any other means, (g) RCCs that have been previously returned to Client unpaid, and (h) substitute checks or electronic return Items created from Data and Images from RCCs it has previously deposited. Client and its Servicer shall not deposit any Item that does not meet the requirements applicable to RCCs regardless of whether Client believes such Items to be the similar to or the functional equivalent of an RCC.

7) M&T’s Processing of Deposits. If accepted by M&T, M&T will process each Deposit by provisionally crediting Client’s Account with the Deposit for the Deposit Amount (subject to the M&T’s verification), and if Client or its Servicer has designated the Deposit as a DDA Deposit, by (at M&T’s sole discretion) (i) printing or causing to be printed substitute checks, or (ii) transmitting the Data and Image for each Item in such Deposit to a Federal Reserve Bank, a correspondent Bank, a clearinghouse or directly to the bank on which such Item was drawn.


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8) Scanners. Client and its Servicer shall ensure that no scanner is used in respect of the Services under these T&C, other than one or more (i) Client Scanners (as defined below) and/or (ii) M&T Purchased Scanners (as defined below) (each an “Approved Scanner”). (a) Client Approved Scanners: Client or its Servicer must obtain M&T’s prior written approval for it or its authorized representatives to use any scanner, other

than an M&T Purchased Scanner, (a “Client Scanner”) in respect of the Services under these T&C. Client and its Servicer acknowledges that all risk of liability, damage or loss relating to such Client Scanner shall remain solely with Client and its Servicer.

(b) M&T Purchased Scanners: M&T may, on behalf of Client, purchase one or more scanners (each, an “M&T Purchased Scanner”) to be used by Client or its Servicer (and their respective authorized representatives) for the Services under these T&C. M&T shall incur the cost of purchasing any M&T Purchased Scanner, provided that Client is solely responsible for any income or other taxes or duties that may be assessed on Client in respect of it receiving an M&T Purchased Scanner and, if Client is a government entity, Client must reimburse M&T the cost of such Scanner. Upon delivery of an M&T Purchased Scanner, Client shall be deemed the sole owner of such M&T Purchased Scanner (and legal and equitable title to such M&T Purchased Scanner shall at all times be with Client (not M&T) and all risk of liability, damage or loss relating to such M&T Purchased Scanner and its use shall remain solely with Client. If the Services under these T&C are terminated for any reason (other than by M&T without cause), M&T may require Client to return the M&T Purchased Scanner(s) or reimburse M&T the cost of each M&T Purchased Scanner, as decided by M&T in its sole discretion, such as in the event Client terminates the Service within a relatively short period of time after receiving the M&T Purchased Scanner(s).

M&T will have no obligation to Client or its Servicer for the operation, maintenance, upkeep, fitness, or usefulness for the purpose intended of the Approved Scanners. Client and its Servicer represent and warrant that it will use only Approved Scanners that produce documents that are acceptable for processing by M&T. Client or its Servicer must maintain and upkeep each Approved Scanner that it uses in respect of the Services in good working order (including servicing and/or replacing each Approved Scanner if and when needed) until the termination of the earlier of the Master Agreement or this Service. Client or its Servicer shall be solely responsible for installing and connecting each Approved Scanner to one or more personal computers which will be used to upload captured Images and Data to one of M&T’s websites thereby making Deposits. Installation of each Approved Scanner may require downloading and installing drivers from one of M&T’s websites in accordance with the instructions contained in the RCD User Guide, which M&T has made available to Client. M&T shall in no way be responsible (a) for any failure of any Approved Scanner to function as purported by the original vendor or licensor of such Approved Scanner, or (b) for any consequences of such failure.

9) Security. (a) Designation of System Administrator; Representation. Client shall appoint one or more individuals whose names are designated as the System

Administrator (collectively, the “System Administrator”) on one or more Client Election Forms or other forms acceptable to M&T in its sole discretion, such forms incorporated into these T&C by this reference. The System Administrator shall, among other things, administer and maintain Users’ (defined below) access to and use of the Approved Scanners and Client’s or its Servicer’s personal computers through which Client or its Servicer gains access to the Web Site, to ensure that there is no misuse of the Approved Scanners and/or fraud related to their use. Client may at any time designate a new System Administrator by submitting to M&T a new Client Election Form. Client and its Servicer represents that each System Administrator is authorized (with sufficient legal corporate, partnership, limited liability company or other entity authority, as the case may be) to: (a) perform the duties of the System Administrator described in these T&C; and (b) delegate the duties of the System Administrator to other employees or agents of Client.

(b) Authority and Responsibility of System Administrator and Users. In addition to the duties stated in the Master Agreement, the System Administrator will be responsible for, among other things, systemically authorizing and restricting other Users’ access to the Web Site and their ability to transmit Deposits to M&T using this Service. The System Administrator will also be able to reset all Users’ passwords on the Web Site. Client and its Servicer covenants and agrees to implement commercially reasonable control procedures and policies to avoid fraud, including, without limiting the foregoing, stealing and re-depositing Items or by making duplicate Deposits.

(c) Use of Web Site. (i) Each individual who is authorized by Client or its Servicer to access the Web Site to transmit Deposits (each a “User”, and collectively, the “Users”)

must input a valid user name (each a “User Name”, and collectively, the “User Names”) and a valid password (each a “Password” and collectively, the “Passwords”). The User Names and initial Passwords of all Users except the System Administrator shall be assigned and set up on the Web Site by the System Administrator. The System Administrator shall be assigned a User Name and an initial Password by M&T. All Users, including, without limitation, the System Administrator, will be directed to immediately, upon their initial login, change their Passwords to Passwords other than their initial Passwords.

(ii) From time to time, M&T may change its security procedures for accessing the Web Site. M&T will notify Client or its Servicer of such changes in advance of their implementation to allow Client or its Servicer to convert to the new procedures.

(d) Unauthorized Use. Client and its Servicer agrees to and will restrict and guard access to the Approved Scanners, User Names, Passwords and any other devise or means of authentication used by M&T and Client or its Servicer from time to time. Client and its Servicer further agrees that it will notify M&T immediately upon learning of any compromise of security relating to the Web Site, the Approved Scanners, User Names, Passwords and any other device or means of authentication used by M&T and Client or its Servicer from time to time.

(e) Security Procedures. Client and its Servicer agree that it has chosen the security procedures referenced in these T&C with respect to transmission of Items under this Service. Client and its Servicer both agree that the security procedures used for this Service are commercially reasonable for Client’s and its Servicer’s needs and circumstances.

10) Standard of Care. In addition to M&T’s limitation of liability stated in the Master Agreement, Client and its Servicer hereby release M&T from any claim or liability Client or its Servicer may have or bring, becoming due, arising under, out of, as a result of, in connection with, or related to, this Service or these T&C, any Item or any Deposit, provided such claim or liability has not directly resulted from M&T’s gross negligence or willful misconduct. Client agrees that M&T accepting a Deposit from a person that is not authorized by Client or its Servicer to make a Deposit will not under any circumstances constitute gross negligence or willful misconduct. M&T is responsible only for performing the Services as expressly described in these T&C. The Services and M&T Purchased Scanners are provided on an ‘as is’, ‘as available’ basis. EXCEPT AS EXPRESSLY SET FORTH IN THESE T&C, M&T MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN LAW OR IN FACT, IN CONNECTION WITH THE SERVICE OR ANY SCANNERS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11) Liability. M&T shall not be liable for any Loss arising from (i) any act or omission of Client or its Servicer in the capturing, creating or transmitting of the Image, including, without limitation, the encoding of the MICR data from the original paper Item, (ii) from any duplicate, fraudulent or unauthorized check, check image, MICR data, or substitute check, (iii) M&T’s acceptance or creation of an Image, MICR data, or substitute check instead of presentment of the original paper Item, or (iv) Client’s or its Servicer’s breach of any provision, representation, or warranty in these T&C or the Master Agreement. Client and its Servicer hereby release M&T from and hereby defend (if M&T, in its sole discretion, elects to have Client or its Servicer defend), indemnify M&T against and hold M&T harmless from any and all Losses (including Losses in excess of the amount of any Item), incurred by M&T, and/or actions, claims, demands, suits or proceedings made or brought by any person, directly or indirectly, resulting from, relating to or arising out of or in connection with any Item accepted by M&T for deposit


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under the terms of these T&C, provided the same has not directly resulted from M&T’s gross negligence or willful misconduct. Without limiting the foregoing, Client and its Servicer hereby indemnify M&T and any recipient of a substitute check made from any Data or Image of any Item deposited in any Account under the terms of these T&C or the Master Agreement, and any subsequent recipient of such substitute check for any Loss incurred by any recipient of a substitute check if that Loss occurred due to the receipt of a substitute check instead of the original Item. The release, defense, hold harmless and indemnity provisions provided in this Section are in addition to those in the Master Agreement and are not limited to the amount of any Item.

12) Survival. The provisions of Section 12, Client’s obligation to produce the original of, or a Copy of, any Item accepted within any Deposit upon M&T’s request in accordance with Section 2 hereof, and Client’s liability for breach of any representation and/or warranty made in Sections 6 and 7 hereof shall survive termination of the Service or the Master Agreement.

13) Servicers. For the avoidance of doubt, the provisions set forth below in the “Servicers” section in Part B of this Booklet also shall apply to the use of any Servicers in connection with the Service.

Remote Safe Deposit Service

These Remote Safe Deposit Service Terms and Conditions (“T&C”) provide information on the M&T Remote Safe Deposit Service (“Service”).

Product Description Dunbar - Prior to electing the Service, Client must have already entered into a services contract with Dunbar Armored, Inc. (“Dunbar”). As part of its arrangement with Dunbar, Client shall have a Cash Manager® safe or other safe acceptable to M&T (“Equipment”) installed at its Business Location (as defined below) to accept and validate US currency deposits (i.e., US cash bank notes). Those currency deposits will then be collected and processed by Dunbar and delivered by an Armored Courier to a Cash Vault Facility. The Service, these T&C, and the Master Agreement do not apply to any recycler (i.e., a device that allows you to reuse funds placed in it) that may be a component of the Equipment, or to any funds in such a recycler.M&T Services - Under the Service offered by M&T, Client can elect, for any of its Business Locations (as defined below), (i) the ‘Verified Funds’ Service option (which allows Client’s Account to be credited for currency once that currency is collected and verified by Company (as defined below)) or (ii) the ‘Advanced Funds’ Service option (which allows Client to receive daily provisional credit for currency that remains in the Equipment until such currency is collected and verified by Company, subject to limits set forth in these T&C). Client may only use the Equipment and the Service for US currency deposits (i.e. US cash bank notes). Client must not use the Service for (i) US coins, checks or other items or (ii) non-US currency, coins, checks or other items.

Definitions “Armored Courier” refers to the Dunbar armored courier that delivers currency to the Cash Vault Facility (and, in respect of which, Client independently contracts with Dunbar). “Business Location” means Client’s business location(s) at which Dunbar has installed the Equipment, as identified on the Set-Up Forms for the Service. “Cash Vault Customer Service” means the M&T department that handles all inquiries in connection with the Service. “Cash Vault Facility” means each location maintained by Client as locations for receipt of Client’s currency, as may be updated from time to time. “Company” means M&T Bank and/or a third party processor(s) engaged by M&T to perform all or any part of the Service. “Deposit” means the deposit of currency to Client’s Account under these T&C. “Discrepancy” means a difference between (i) the amount declared on the Dunbar File (as defined below) and (ii) the actual amount of that Deposit as collected and verified by Company. “Deposit Deadline” means the time established by M&T as the deadline for receipt of Deposits on a Business Day as notified to Client by M&T from time to time (which deadline may be changed from time to time by M&T). “Dunbar Contract” means the written services agreement entered into between Client and Dunbar for safe deposit services which includes safe deposit pickups, safe deposit processing and safe deposit content transportation to M&T.

Terms and Conditions 1) Dunbar Contract and Equipment

(a) Dunbar Contract. Client hereby represents and warrants to M&T that (i) prior to entry into the Agreement for the Service, it has entered into a Dunbar Contract with Dunbar and (ii) throughout the term of the Agreement for which the Service is provided, such Dunbar Contract is in full force and effect and Client is not in default or breach of the terms of the Dunbar Contract. Client shall immediately notify M&T if the Dunbar Contract terminates or expires. Client understands that if the Dunbar Contract terminates or expires, Client is no longer permitted to use the Service and Client must work with M&T to also promptly terminate the Service in accordance with these T&C. Upon request, Client shall provide a copy of the Dunbar Contract (and Schedule of Service thereunder) to M&T.

(b) Equipment. Client understands that, prior to using the Service under these T&C, Client will need to have liaised with Dunbar to ensure that Dunbar installs the Equipment at each Business Location and that it is fully operational. Client hereby represents and warrants to M&T, throughout the period of time for which Client uses the Services under these T&C, that such Equipment shall remain situated at such Business Location and shall only be used in accordance with any requirements set forth in the Dunbar Contract or as otherwise required by Dunbar or M&T in accordance with the Dunbar Contract and this Agreement. Client understands that if the Equipment, for any reason, ceases to be located at such Business Location, Client is no longer permitted to use the Service for such Business Location and Client must work with M&T to also promptly terminate the Service for such Business Location in accordance with these T&C.

(c) M&T Service. For the avoidance of doubt, the Service provided to Client under these T&C comprises only of the express Services options described in Sections 7 and 8 below. M&T is not responsible for providing any of the services under the Dunbar Contract, and M&T is not liable for any Losses arising out of or in connection with any services provided by Dunbar, the Dunbar Contract, the Equipment or the Armored Courier. To the extent of any inconsistency between the terms of these T&C and the terms of the Dunbar Contract in respect of the Service provided by M&T under these T&C, these T&C shall prevail.

2) Set-Up of Service. Client must complete and provide to M&T such Set-Up Forms as required by M&T in order to set-up the Service. If Client wishes to change any instructions in a previously submitted Set-Up Form, Client must submit an updated form to M&T. Such change shall not be effective until M&T has approved such updated form and has had a Reasonable Time to Act to implement such change. Client hereby authorizes any representative acting on its behalf to sign and submit to M&T such Set-Up Forms as required by M&T for the purpose of these T&C.

3) US Currency Only. Client may only use the Service for United States bank-note currency that has been validated and accepted by the Equipment. Client must not use the Service for (i) US coins, checks or other items or (ii) non-US currency, bank notes, coins, checks or other items. Client shall not deposit any counterfeit currency in the Equipment.

4) No Change Orders. Client may not use the Service for change orders (that is, for orders of currency that would result in a withdrawal of funds from an Account).


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5) Service Options. Client shall, in the Set-Up Form, elect either of the following two Service options for each Business Location: (i) Verified Funds or (ii) Advanced Funds.

6) Verified Funds Service Option. If Client elects the ‘Verified Funds’ Service option for a Business Location, the following applies in respect of the provision of Services for that Business Location: (a) Under the Dunbar Contract, Client shall ensure that (i) currency in the Equipment is collected by the Armored Courier at such times as agreed between

Client and Dunbar (provided that such collection occurs at least once per week) and (ii) the Armored Courier delivers that currency to one or more Cash Vault Facilities as identified on the Set-Up Form. M&T has no responsibility for, and no risk of loss with respect to, delivery of currency to the Cash Vault Facility.

(b) Following receipt of currency at the Cash Vault Facility, Company will verify the amount of currency delivered by the Armored Courier. Company will be deemed to have used due care if, upon opening each deposit bag delivered to Company, Company uses its respective standard procedures to verify the amount of a Deposit, and, if the verifying party is M&T, M&T verifies in accordance with the standard procedures in its Commercial Deposit Account Agreement. Client’s verified records including, without limitation, the total amounts of currency in any Deposit, shall be presumed correct. To the extent M&T’s records and its third party processor’s records in any way conflict or are inconsistent, M&T’s records shall control.

(c) Deposits received by Client at a Cash Vault Facility on a Business Day prior to the applicable Deposit Deadline will be credited to the appropriate Account on that same Business Day. Deposits received by Client on a Business Day after the applicable Deposit Deadline for that Business Day will be credited to the appropriate Account one Business Day later than such Deposits would be if they were received by the Deposit Deadline.

7) Advanced Funds Service Option. If Client elects the ‘Advanced Funds’ Service option for a Business Location, the following applies in respect of the provision of Services for that Business Location: (a) M&T will provide Client with daily provisional credit, in accordance with and subject to this Section, for currency that remains in the Equipment prior to

delivery and verification of such currency at the Cash Vault Facility. (b) Under the Dunbar Contract, Client shall ensure that (i) currency in the Equipment is collected by the Armored Courier at such times as agreed between

Client and Dunbar (provided that such collection occurs at least once per week) and (ii) the Armored Courier delivers that currency to one or more Cash Vault Facilities as identified on the Set-Up Form. M&T has no responsibility for, and no risk of loss with respect to, any currency that remains in the Equipment or with respect to the delivery of currency to the Cash Vault Facility.

(c) M&T will provide daily provisional credit to Client’s Account for the total amount of currency designated in a Dunbar File (as defined below), subject to any limits M&T may set. The provision of such daily provisional credit is conditional on: (i) such currency being validated and accepted by the Equipment; and (ii) M&T receiving from Dunbar a written file transmission setting out the total amount of currency validated and accepted by the Equipment prior to

the deposit cut-off deadline as established by Dunbar from time to time (which, as of the date of these T&C, is 7pm E.T. on a Business Day) (the “Dunbar File”).

M&T will make each such daily provisional credit effective after the close of M&T’s business on the Business Day that it receives the Dunbar File and all funds so credited will be available to Client to pay items and transactions posting to the Account at the end of that day and during business hours on the following Business Day. M&T shall be fully protected in relying upon any Dunbar File it receives purportedly from Dunbar (without obligation to inquire into its authenticity) but shall have no liability for declining to act upon any Dunbar File that it suspects may be fraudulent. After receiving daily provisional credit for any currency in the Equipment, Client must not access the contents of the Equipment (i.e., the currency in such Equipment). M&T shall have no obligation or duty to provisionally credit Client’s Account in the event that the Equipment fails or malfunctions and/or M&T does not receive the Dunbar File or suspects that it may be fraudulent.

(d) Following receipt of currency at the Cash Vault Facility, Company will verify the amount of currency delivered by the Armored Courier. Company will be deemed to have used due care if, upon opening each deposit bag delivered to Company, Client uses its respective standard procedures to verify the amount of a Deposit, and, if the verifying party is M&T, M&T verifies in accordance with the standard procedures in its Commercial Deposit Account Agreement. Client’s verified records including, without limitation, the total amounts of currency in any Deposit, shall be presumed correct. To the extent M&T’s records and its third party processor’s records in any way conflict or are inconsistent, M&T’s records shall control.

(e) Once Company has actually received and verified the currency in accordance with Section 7(d) above, the credit of such received and verified currency shall cease to be ‘provisional’ and shall be considered an actual credit of such funds to the Account, subject to this Agreement (including Sections 7(f) and (h) below).

(f) M&T may reverse a provisional credit of currency and debit the Account for the amount of such provisional credit, at any time for any reason, including in the event of a Discrepancy, regardless of whether or not the corresponding Deposit has actually been received or processed at the Cash Vault Facility and regardless of whether or not such reversal results in the Account becoming overdrawn. In the event that available funds in the Account are not sufficient to cover the full amount of such reversed provisional credit, M&T shall have all rights and remedies under these T&C and the Agreement.

(g) M&T may establish dollar limits for the amount of daily provisional credit provided to Client. If the total amount of currency designated in a Dunbar File exceeds such dollar limit, M&T may (i) provide daily provision credit to the Account for the amount by which the relevant Deposit exceeds such dollar limit and (ii) place a hold on such excess funds in the Account (in which case, such excess funds shall not be available for withdrawal from the Account). Such hold shall remain in place until there is no longer such excess amount of funds. M&T may establish and change such limits at any time in its sole discretion and M&T shall have no obligation to notify Client of any such limit or change in limit. Notwithstanding anything else in this Section, M&T reserves the right to decline to provide provisional credit for any reason whatsoever, including if M&T considers that the provisional credit may expose M&T to credit risk.

(h) Client understands that the deposit total in the Dunbar File is provisional until such funds are actually received and verified by Client in accordance with Section 7(d) above, and that any Discrepancy identified in the verification process may be corrected by Client, with appropriate adjustments made to amounts credited or provisionally credited to Accounts. Client must ensure that immediately available funds are in its Accounts sufficient to cover all such adjustments. M&T shall not report to Client any Discrepancies equal to or less than US$100. Client may elect, on the Set-Up Form, to be contacted by telephone for Discrepancies of more than US$100 and, if Client so elects, M&T shall use reasonable efforts to notify Client of such Discrepancies within one (1) Business Day after Deposit verification. Client may request a copy of all supporting documentation available for the Discrepancy by contacting M&T’s Cash Vault Customer Service within 90 days of the Deposit.

8) Delays. Notwithstanding Sections 6 and 7 above, circumstances may arise that may cause crediting of Deposits to be delayed beyond the time frames described in Sections 6 and 7 above, and, except for delays caused by M&T’s gross negligence or willful misconduct, M&T shall not be liable for any Losses arising in connection with such delays.

9) Reporting of Large Currency Transactions. Client understands that M&T is required by federal law to report certain large currency transactions and any exemption from such reporting at any time afforded by M&T to Client may be withdrawn by M&T at any time. Client hereby authorizes M&T to disclose all information pertaining to its Deposits required by law or regulation, and, absent gross negligence or willful misconduct of M&T, Client agrees that M&T shall


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have no liability to Client for any Losses that Client or any third party suffers or incurs, either directly or indirectly, as a result of M&T’s good faith disclosure of such information or currency transaction reporting.

10) Responsibility for Equipment. Client shall reasonably care for, and shall maintain and upkeep, the Equipment in good working order, including ensuring the Equipment is serviced and/or replaced, if and when needed. Client shall, at all times, protect M&T’s interest in the contents of the Equipment (i.e., all currency in the Equipment).

11) Customer Service. Client will contact M&T Bank’s Cash Vault Customer Service for any issues relating to the Service under these T&C, including the crediting of verified and collected currency to the Account under Section 6 above and the provision of any daily provisional credit to the Account under Section 7 above. Client shall direct to Dunbar all issues and inquiries relating to Dunbar’s services to Client, any currency deposits into the Equipment (including the accuracy of deposits, missing deposits or discrepancies in deposits), issues or failures relating to the Equipment, issues relating to the Armored Courier and customer reporting.

12) Termination. The Service may be terminated at any time by either party in its absolute discretion. Termination by M&T shall be effective immediately without prior notice to Client or at such later date as M&T shall determine. Termination by Client shall be effective when M&T has had a Reasonable Time to Act upon a written notice of termination received by M&T from Client.

13) Miscellaneous. The Service will not commence until the date that M&T has received and had a Reasonable Time to Act upon all information and instructions from Client that M&T requires to set-up the Service.

Zero Balance Account Service

These Zero Balance Account Service Terms and Conditions (“T&C”) provide information on the M&T Zero Balance Account Service (“Service”).

Product Description This Service permits Client to link one or more commercial checking accounts for purposes of transferring funds between the accounts to maintain established Target Balances.

Definitions “Child Account” means a commercial checking Account for which Client designates a Target Balance (which may be zero or some other amount). The Child Account may also be referred to as a “Zero Balance Account” or “ZBA.” “Debit” means a check, transfer, or other item presented against the Account for payment. “One-Way ZBA” refers to an option in which funds are only transferred in a single direction (i.e., from Parent Account to Child Account or from Child Account to Parent Account). If this option is selected, transactions described in the T&C below will only occur in the direction selected by Client, with the result that transactions described below that flow in the opposite direction will not occur. “Parent Account” means an Account into or out of which funds may be transferred to maintain the Target Balance in a linked Child Account. “Ultimate Parent Account” means a concentration Account that is the final Parent Account in any chain of linked Child Accounts and Parent Accounts.

Terms and Conditions 1) Child Accounts; Parent Accounts; Ultimate Parent Account. Client will identify one or more of the Accounts on the Client Election Form as Child Accounts.

Subject to the terms and conditions in these T&C, M&T will transfer available funds into or out of each Child Account with the intent that the balance in the Child Account at the close of each posting day will be the Target Balance selected by Client on the Client Election Form (the “Target Balance”). If Client fails to specify a Target Balance for a Child Account, the Target Balance for the Account shall be zero dollars. Each Child Account will be linked to one or more Parent Accounts (a) from which available funds will be transferred to the Child Account to which it is linked (i) to cover Debits from the Child Account to the extent of available funds and (ii) to bring the balance in the Child Account to the Target Balance; and (b) to which any available funds in excess of the Target Balance of the linked Child Account will be transferred at the close of each posting day. (If Client has selected One-Way ZBA, transactions described in either (a) or (b) above will not occur, depending on the direction of the One-Way ZBA.) A Parent Account may be linked to multiple Child Accounts and may, itself, be a Child Account linked to another Parent Account (a “chain”). If a Parent Account is not also a Child Account, it is an “Ultimate Parent Account.” All Parent Accounts, including the Ultimate Parent Account, that are linked to one or more Child Accounts are collectively referred to herein as the “Parent Accounts.”

2) Debits from Child Accounts. Unless Client has selected Child Account to Parent Account One-Way ZBA, when a Child Account does not have sufficient available funds to cover any Debits from the Account, M&T will automatically transfer to the Account available funds in the Parent Accounts in an amount sufficient to pay the Debits. If there are insufficient available funds in the Parent Accounts to pay any such Debits, M&T reserves the right, in its sole discretion, to pay or return any Debits. If M&T pays any Debit that overdraws a Child Account (because of the lack of sufficient available funds in the linked Parent Accounts to cover the Debit), the payment of the Debit will result in an Overdraft Loan, subject to the terms of the Master Agreement.

3) Restoration of Target Balance. If, after payment of all Debits from a Child Account, the available funds in the Child Account are less than the Account’s Target Balance, M&T will automatically transfer to the Account any available funds in the Parent Accounts in an amount sufficient to bring the Child Account to its Target Balance (unless Client has selected Child Account to Parent Account One-Way ZBA). If there are insufficient available funds in the Parent Accounts to restore the Child Account’s Target Balance, M&T reserves the right, in its sole discretion, to advance funds to restore the Account’s Target Balance, and any such advance of funds will result in an Overdraft Loan, subject to the terms of the Master Agreement.

4) Funds in Excess of Target Balance. At the close of each posting day, M&T will automatically transfer to a linked Parent Account any available funds in a Child Account that are in excess of the Child Account’s Target Balance. If Client has selected Parent Account to Child Account One-Way ZBA, this transfer will not take place.

5) Multiple Child Accounts. Unless Client has selected Child Account to Parent Account One-Way ZBA, if more than one Child Account is linked to a Parent Account or a chain of Parent Accounts as described above in Section 1, M&T will transfer available funds from the Parent Accounts to cover Debits from all linked Child Accounts prior to making transfers from the Parent Accounts to restore the Target Balance in the Child Accounts. If there are insufficient available funds in the Parent Accounts to cover all Debits from all linked Child Accounts, M&T reserves the right, in its sole discretion, to (a) pay or return any Debits, and (b) advance funds to restore the Target Balance of any one or more of the Child Accounts. Any advance of funds will result in an Overdraft Loan, subject to the terms of the Master Agreement.

6) Termination. Without limiting each party’s rights of termination in the Master Agreement, this Service may be terminated at any time by either party upon five (5) Business Days’ written notice to the other party.

7) Miscellaneous. Any holds (i.e., restraints on payment of funds) applicable to a Child Account will be applied to the Parent Accounts to which the Account is linked.

8) Conflict. In the event of a conflict between any provision of these T&C and the provisions of the Master Agreement, the provisions of the Master Agreement will control.


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Part B – Product Terms & Conditions Applicable to all Services

The following Part B of this Booklet sets forth additional terms and conditions that apply to any and all Services. Client Security Requirements

These Client Security Requirements Terms and Conditions (“T&C”) set forth security procedures requirements and obligations of Client for any Service used by Client that involves the use of Security Procedures.

Definitions “Security Procedure” is defined in the Master Agreement, and includes Payment Order Security Procedures. “Payment Order Security Procedures” is defined in the Master Agreement, and includes the Security Procedures for the Funds Transfer Service and ACH Origination Service described in this Booklet.

Terms and Conditions 1) Use of Security Procedures. Client acknowledges and agrees that it has been informed of and understands the Security Procedures. Client shall promptly ask

M&T if it has any questions with respect to the Security Procedures. If Client no longer wishes to utilize the agreed-to Security Procedures for a Service, and wants to substitute other Security Procedures, Client must obtain M&T’s prior written consent to do so, but so long as Client continues to use the Service, the agreed-to Security Procedures will continue in effect with respect to such Service until replaced by other Security Procedures agreed in writing by M&T.

2) Monitor Accounts Daily and Notice of Errors. Client shall (i) monitor its Accounts on a daily basis, (ii) promptly review any confirmation or advice provided to Client by M&T after a transaction and (iii) promptly review and reconcile the periodic Account statements provided by M&T. Client shall promptly (and, in any event, within the time frames set forth in the Commercial Deposit Account Agreement) notify M&T of any known or suspected unauthorized, erroneous or erroneously executed transaction or reconciliation discrepancy. Client also shall notify M&T of non-receipt of a regular statement. Failure to notify M&T of non-receipt within 14 days of the regular mailing date for any statement shall constitute Client’s approval and acceptance of the statement. Client acknowledges that these procedures may help reduce losses from any unauthorized transaction.

3) Review of User Access. Client shall regularly and, in any event, on an annual basis, review the users who have access to the Services or the Security Procedures to ensure that those individuals are still authorized by Client to have such access. Prior to or immediately upon any individual with access to a Service or Security Procedure leaving employment with Client (or otherwise no longer being authorized by Client to have such access), Client shall terminate such user’s access to the Services and Security Procedures or notify M&T for assistance in terminating such user’s access.

4) No Sharing of User IDs, Passwords, Tokens etc. Client understands that any user of a Service is strictly forbidden from sharing any user-specific aspect of the Security Procedures amongst themselves, including such user’s user ID, user password, challenge question or token. Client shall ensure no user breaches such prohibition and shall put in place sufficient internal policies and procedures to ensure compliance with such prohibition.

5) Confidentiality. To help prevent the unauthorized use of or access to Client’s Accounts and Services, Client shall (and shall cause its personnel and representatives to) keep strictly confidential and restrict and guard access to: (a) All aspects of the Security Procedures, including any Client IDs, user IDs, Client or user passwords, tokens, security codes, personal keys, personal

identification numbers, digital certificates/signatures or template numbers; (b) All User Guides, (c) All information transmitted, made available or delivered to Client by M&T by any means or by Client to M&T, and (d) All information downloaded or accessed by Client. Client shall distribute such Security Procedures and information only to its authorized personnel on a need-to-know basis. Client is solely responsible for designating individuals authorized to access Services and Client shall use the utmost care in selecting any entity or individual given access to use one or more of the Services and for limiting the number of persons given access to the Services. Client’s above confidentiality obligations survive termination of any Service or the Master Agreement. The confidentiality obligations in these T&C take precedence over anything to the contrary in Section 19 (Confidentiality) of the Master Agreement.

6) Client’s Internal Security Procedures. Client is solely responsible for its own internal security and its internal procedures to assure the confidentiality of the Security Procedures and information described in Section 5 above, as well as Client’s own internal security procedures, security devices and codes, and assumes all risk of accidental disclosure or inadvertent use of any such information or security procedures by any party whatsoever, whether such disclosure or use is on account of Client’s negligent or deliberate acts or otherwise. Client shall implement and maintain appropriate internal security procedures and features to maintain information security and safeguard against unauthorized transactions, including, but not limited to: (a) Physical security and access control; (b) Credential security; (c) User access that incorporates controls such as segregation of duties; (d) Workstation security standards, such as operating system hardening guidelines; (e) Antivirus and anti-spyware controls, firewall controls, restricted use guidelines to prevent exposure to such threats etc.; (f) Network security standards such as network architecture, perimeter protection, firewalls, intrusion detection etc.; (g) Closely and regularly monitor the activities of its personnel and representatives who have access to the Services or otherwise have access to, or

responsibility for, Client’s banking records, banking information, accounting systems, check stock and signature stamp (if applicable); (h) Incident reporting requirements to ensure M&T is properly informed so that M&T can implement its incident response plan to help quickly contain the

damage and minimize losses; (i) Appropriate disaster recovery and business continuity plans and periodic testing of these plans; and (j) Warranties that Client will not expose, introduce or otherwise transfer in any fashion, any virus, worm, Trojan, spyware, malware or other malicious code

to Client’s or its service provider’s systems. Client shall periodically update its internal security procedures to address new fraud threats to which Client may become exposed. Client shall be solely responsible for, and shall indemnify, defend and hold M&T harmless from and against, any Loss arising from any Virus, data or code transmitted from Client’s or its Servicer’s systems to M&T’s systems through its use of the Services or M&T’s systems.

7) Authorization Limits and Controls. Client shall institute and enforce effective internal policies and procedures to ensure that its personnel use the Services only as authorized and within the limits of his or her permission or authority, and only for the specific features for which they have authority. M&T is not responsible


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if any person exceeds the limits of their authority or permission rights, or unauthorized personnel gain access to a Service through the use of the Security Procedures.

8) Transaction Limits and Controls. Some Services allows Client to set transaction limitations and establish internal controls. Client understands that its failure to set such limitations and implement such controls increases its exposure to, and responsibility for, unauthorized transactions. Client will regularly audit such limits and controls, and the actions of its System Administrators and other Authorized Representatives.

9) Changes to Passwords etc. If any Security Procedures involves the use of any password, user ID or other code, Client must change its, and ensure that each of its Authorized Representatives changes his/her, password, user ID or other code upon his/her first successful log-on to the relevant platform (such as WebInfoPLU$) and, thereafter, at least every 90 days. Client shall immediately change such credentials if it suspects the confidentiality of such credentials has been compromised. M&T may require Client to change such credentials at any time.

10) Notice to M&T of Security Compromises. Client will notify M&T immediately upon learning of any compromise (or suspected compromise) of security of any kind relating to any Security Procedures, Account, Service, Web Site, direct transmission, or media delivered by M&T or Client to the other party.

11) Other Services and Security Options Offered by M&T. In addition to other precautions within Client's control that Client should take to decrease the risk of unauthorized access to information and unauthorized transactions (including but not limited to those mentioned above), M&T offers Services (and features within Services) that are designed to detect and/or deter check and other payment fraud. For example, these Services and features include, but are not limited to: positive pay; payee positive pay; ACH debit blocks; filters and monitoring services; reporting options; layering of approval authority for electronic transactions; email alerts; transaction limitations. M&T strongly recommends that Client use such Services and features. Failure to use these Services and features may substantially contribute to the risk of fraudulent activity and resulting Losses. Client acknowledges and agrees that if it declines or fails to take precautions within its control or to use the Services and features M&T makes available that are designed to detect or deter fraud, Client may be precluded from asserting any claims against M&T for paying any unauthorized, altered, counterfeit or other fraudulent payment that such precautions, Services or features were designed to detect or deter and M&T will have no liability for resulting Losses and no obligation to credit Client’s Account or otherwise have any liability for making such payments.

12) Secure Email Communications. M&T strongly recommends that Client send any email or electronic communication that contains confidential or sensitive Client information to M&T via a secured means. To help Client send any email to M&T secured, if M&T has already sent to Client a secured email, Client may be able to (i) click the ‘reply’ button within the secured email that M&T sent to Client, and (ii) then send a reply email to M&T (without copying any additional recipients to that reply email) (provided that Client’s system being used supports M&T’s secured email system). Client can request M&T to send it a secured email so that Client can follow the aforementioned procedures. Alternatively, Client may use its own secured means to send emails to M&T. Although using a secured email may help reduce such risks, M&T does not provide any guarantee that the use of secured emails will eliminate such risks. M&T will have no responsibility for confirming that Client is using a secured means to send an email to M&T. Client should not send to M&T any email, whether or not secured, if Client is not comfortable with that risk. Instead, Client should communicate with M&T in-person or by another means. M&T recommends that Client delete any copies of emails containing Client’s confidential information from Client’s email system.

13) No Representations. M&T provides no guarantee or representation that any Security Procedure or any particular Service offered by M&T will, in fact, prevent the occurrence of fraud in respect of its Accounts or access to customer information. Client should adopt its own internal best practices and other policies and procedures to help mitigate the occurrence of any such fraud or access to customer information.

Financial Institution Clients

These Financial Institution Clients Terms and Conditions (“T&C”) sets forth additional terms and conditions applicable to any Client that is, itself, a financial institution and that wishes to use any Service for its own use and/or to assist Client with providing services to its own clients, customers and/or members (Client’s own clients, customers and/or members, “customers”). For example, Client may wish to use M&T’s Funds Transfer (Wire) Service to help Client process payment orders submitted to Client by its own customers – in such case, in addition to the Funds Transfer (Wire) T&C, these T&C will apply to M&T’s provision of such Funds Transfer (Wire) Services to Client for such purpose. 1) Client’s Use of Services.

(a) If Client is a financial institution (e.g., a bank or credit union), Client may use the Services, including to process transactions under the Services, to assist Client with providing services to its own customers, subject to the terms and conditions of the Agreement (including these T&C).

(b) Client may only use the Services to assist Client with providing services to its customers with whom it has a financial, fiduciary and/or business relationship. Client shall not grant access to its customer or any other third party to access or transact on Client’s Accounts or Services, without M&T’s express prior written consent (which consent may be withheld in M&T’s sole discretion). Under no circumstances shall Client conduct transactions for or on behalf of undisclosed or anonymous third parties through its Accounts or Services.

2) Client’s Customer Agreements. (a) Client shall ensure that it enters into and maintains a written agreement or contract with each of its customers in respect of which Client uses any Services

(“Client’s Customer Agreement”). (b) The terms and conditions of such Client’s Customer Agreements must not be inconsistent with the terms, conditions, representations and warranties in

the Agreement. In addition, such Client’s Customer Agreements shall contain provisions to the effect that (i) Client may use M&T (or third party vendors (which would include M&T)) to assist Client in performing services for its customers and that M&T (or such third party vendor) is a third party beneficiary of such Client’s Customer Agreement; (ii) nothing in the Client’s Customer Agreement, the parties’ course of dealing or otherwise may, in any way, be construed to impose any liability or responsibility on M&T for any Losses with respect to the provision of any services to Client’s customer or the performance of the Client’s Customer Agreement, (iii) limitations and exclusions on liability and remedies, substantially the same as the limitations and exclusions on liability and remedies under the Agreement, shall apply to any service in respect of which Client uses any Service and (iv) Client’s customer authorizes Client to disclose customer’s information to M&T, as required in order for Client to provide services to its customer.

(c) Client will not make any representations, warranties or agreements whatsoever, including in any marketing or advertising materials, in respect of its services (for which Client uses any Services) which are inconsistent with the terms, conditions, representations and warranties in the Agreement.

(d) All references to “Client” under the Agreement shall be deemed to signify Client and/or Client’s customers, as applicable; provided, however, Client acknowledges and agrees that Client shall in all cases be directly responsible for all performance obligations of a “Client” under the Agreement and that M&T shall have direct recourse to Client for all rights reserved to M&T, whether under the Agreement or by operation of law, with respect to a “Client’s” failure to discharge any such performance obligation, without regard as to whether the failure was attributable to Client or its customer. Client shall be solely responsible for ensuring its customers are made aware of and comply with relevant obligations under the Agreement.


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3) Client’s Customers. M&T’s sole obligations, duties and liabilities for any Loss in respect of the Services and performance of the Agreement (including the processing of any transactions under the Services, such as Payment Orders) are as between M&T and Client. Client is solely responsible for providing any services to its customers, and M&T shall not be liable or responsible to Client’s customers for any Loss in connection with any such services. M&T has no relationship with, and M&T shall not be liable to, Client’s customer for whom such transaction is processed and/or executed.

4) Funds Transfer (Wire) and Remittance Transfer Services (a) The definitions in Section 1 (Definitions and Interpretation) of the Dodd-Frank Consumer Payment Service T&C (in Part A of this Booklet above) apply to

this Section, including Remittance Transfer, Remittance Transfer Laws and Safe Harbor Rule. (b) M&T offers the Dodd-Frank Consumer Payment Service to its Clients that are financial institutions and that wish to obtain information and data, which

Client may then use in order to prepare and provide disclosures (as required by the Remittance Transfer Laws) to Client’s own customers who initiate Remittance Transfers with Client. The Dodd-Frank Consumer Payment Service T&C (in Part A of this Booklet) apply to such Service.

(c) If Client does not use the Dodd-Frank Consumer Payment Service, but uses M&T’s Funds Transfer (Wire) Service to transmit Remittance Transfer instructions (provided to Client by its own customers) to M&T for processing, the following additional terms and conditions apply: (i) The Funds Transfer (Wire) T&C apply to Client’s delivery of Payment Orders to M&T in connection with such Remittance Transfer instructions. (ii) M&T shall not be deemed or construed to be the Remittance Transfer Provider. M&T has no obligations or duties of a Remittance Transfer Provider

(including any obligation to provide any Disclosures to Client’s customers). M&T is not an agent of Client and M&T does not act in any agency, trustee or fiduciary capacity in respect of the performance of the Service or otherwise.

(iii) M&T is not assuming any responsibility for Client’s liability under the Remittance Transfer Laws by virtue of M&T’s offering the Service and/or processing and/or executing Remittance Transfer instructions. Client is solely liable and responsible for, and shall comply with, any and all Remittance Transfer Laws (including all requirements to provide any Disclosures to its customers) and all other laws, regulations and requirements applicable to Client in respect of the operation of its business and the transmission of any Remittance Transfer instruction to M&T (including all laws, regulations and requirements referred to in Section 6 below). M&T shall have no responsibility to assist Client in complying with the Remittance Transfer Laws or any other such laws, regulations or requirements or for determining whether or not Client has complied therewith.

(iv) M&T is providing its Funds Transfer (Wire) Service solely to Client and not to any of Client's customers, and no relationship, contractual or otherwise, is intended to be, or is created between M&T and any of Client's customers. Client is solely responsible for entering into, and complying with, its own agreements and contracts with its customers in respect of any Remittance Transfer processed for its customer and other services provided to its customer. Client is solely responsible for any unauthorized Remittance Transfers that is processed for its customer. Client’s customers are not third party beneficiaries of these T&C.

(v) Client is solely responsible for determining whether or not it is eligible to rely on the Safe Harbor Rule, including calculating the total number of Remittance Transfers that it provides (including any Remittance Transfers that are provided itself, or through any other financial institution).

(vi) Once a Remittance Transfer instruction has been transmitted by Client to M&T and accepted by M&T, M&T's liability for processing and executing such Remittance Transfer instruction from Client shall be governed by the Uniform Commercial Code Article 4A and the terms and conditions of the Master Agreement and the Funds Transfer Service T&C applicable to such funds transfer instruction.

(vii) To the maximum extent permitted by applicable Law, Client hereby releases M&T from and hereby indemnifies, defends and holds M&T harmless from and against any and all Losses, directly or indirectly, resulting from, relating to or arising out of or in connection with: (i) Client’s breach of any term or condition of these T&C, (ii) Client’s violation of the Remittance Transfer Laws or any other law or regulation, (iii) Client’s fraud or intentional misconduct, (iv) Client’s provision of any incorrect or incomplete instruction, data or information to M&T; (v) any act or omission of Client or its representatives or customers, (vi) the processing of any Remittance Transfer for Client’s customer and (vii) any Loss claimed by Client’s customer against M&T.

5) M&T’s Names and Logos. Unless M&T expressly agrees in writing otherwise, Client may only offer services to its customers in its own name, and not in or under the name of M&T. Client shall not use any of M&T’s or its Affiliate’s trade names, marks or logos, including in any marketing or other materials that are provided or made available to any actual or potential customer’s, without M&T’s express prior written consent. The provisions in the Agreement apply notwithstanding that any Services that Client uses to assist it with providing services to its customers may be labeled with and/or contain M&T’s logos, marks and/or names.

6) Anti-Money Laundering, Know Your Customer and OFAC. (a) M&T may request information from Client regarding Client and its customers to help fulfill M&T’s “know your customer” responsibilities. M&T also may

contact Client to (i) request information about its use of any Account or Service at M&T, including relating to transactions requested to be processed for customers and the parties to those transactions, (ii) share pertinent information regarding those transactions and (iii) require Client to make changes to the activity in its Account or Client’s use of Services, including to cease and desist from using an Account or Service at M&T for particular types of transactions or for transactions involving particular parties. Client must provide complete responses to M&T’s requests within reasonable timeframes required by M&T. Client must contact M&T to report any activity in respect of its use of an Account or Service that is unusual, suspicious or high risk,

(b) Client must not use an Account or Service to send or receive payments on behalf of customers (i) that appear to relate to any form of illegal activity, including money laundering, terrorist financing, human trafficking and political corruption, (ii) payments that do not appear to have a legitimate purpose, including payments lacking transparency regarding the originator or beneficiary, (iii) payments that involve the use of an Informal Value Transfer System (as defined in FinCEN Advisory FIN-2010-A011), (iv) payments subject to US or other applicable international sanctions, (v), payments that appear to circumvent currency controls, (vi) payments involving unlawful internet gaming/gambling and (vii) payments that involve accounts of “nested” shell banks and foreign financial institutions (as defined in the USA-Patriot Act). Client must have transaction monitoring controls to assure that its Account and the Services will not be used for payments in the above categories. M&T reserves the right to reject payment orders for any such payments.

(c) Certain other types of transactions can present a high level of compliance risk. Client must have in place sufficient “know your customer”, anti-money laundering and transaction monitoring policies, procedures and controls to ensure that payments that present a high level of compliance risk will not violate applicable laws and regulations or present unacceptable levels of compliance risk. M&T reserves the right to reject any payment order that presents a high level of compliance risk, as determined by M&T. Examples of transactions that may present a high level of compliance risk include: (i) payments involving arms and munitions dealers, (ii) payments involving currency exchanges, casas de cambio, payment service providers, internet payment processors, issuers of money orders, travelers checks or e-money and other money service businesses, (iii) payments involving previous metal dealers, (iv) payments that involve companies that sell or buy goods subject to sanctions, (v) payments involving embassies, consulates and diplomatic missions and (vi) payments involving third party payment processors and prepaid access processors.

(d) Client must not omit, delete or alter information in payment messages or orders from its customers for the purpose of avoiding detection of that information by M&T or any other financial institution in the payment process. With respect to any transmittal order that Client transmits to M&T for


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processing, Client must include in the transmittal order any and all information that it is required to provide to M&T in order for Client to comply with the ‘Travel Rule’ under 31 C.F.R. 1010.410.

(e) Client shall (i) perform sufficient due diligence, verification and other “know your customer” practices and procedures to ascertain the true identity of its customers and (ii) comply with all applicable laws and regulations involving anti-money-laundering, including the Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (commonly referred to as the "USA PATRIOT Act"), and any screening required by regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”).

(f) Client shall provide M&T with all documents and other information requested by M&T, in response to a regulatory or investigative request, in connection with the Agreement or concerning Client’s customers and/or their transactions.

Servicers

These Servicers Terms and Conditions (“T&C”) set forth terms and conditions applicable to Client’s use of a Servicer (as defined in the Master Agreement) on behalf of Client in respect of any Service (such as the ACH Origination Service, Image Deposit Cash Letter Service and Remote Check Deposit Service). The ability to use a Servicer may not be available for certain Services. Terms and Conditions 1) Designation and Approval of Servicer. If Client wishes to use a Servicer for any Service, Client shall notify M&T of its requested Servicer on a Client Election

Form (or such other form acceptable to M&T) with respect to the relevant Service for which the Servicer will be used and obtain M&T’s prior written consent to the designation of such Servicer. M&T reserves the right, in its sole discretion, to not approve any requested Servicer. Client will provide to M&T such information as M&T may reasonably request in relation to such Servicer. M&T may, at any time, revoke its approval of a Servicer for any reason, including if Servicer does not enter into an agreement as described in Section 2 below. For the avoidance of doubt, the provisions in these T&C below shall apply even if Client does not, in breach of this Section, obtain M&T’s prior written approval to use such Servicer as described in this Section. The prior sentence shall not, in any way, limit or prejudice M&T’s rights and remedies in connection with Client’s breach of this Section.

2) Third Party Servicer Agreement. Client understands that M&T may require its Servicer to enter into a separate written agreement with M&T on such terms and conditions as M&T, in its sole discretion, may require relating to such Servicer acting as Client’s servicer in respect of the relevant Services.

3) Servicer Representatives. Client authorizes Servicer to designate representatives (“Servicer Representatives”), including one or more System Administrators, to have access to Client’s information, Services and Accounts, and to have authority to perform transactions and initiate and transmit instructions to M&T on behalf of Client. Servicer may make such designations using any method of designation acceptable to M&T.

4) Client Information. Client hereby authorizes its Servicer to have access to any and all of Client’s data and information and any and all Security Procedures for the relevant Accounts and Services so that the Servicer may access and use the relevant Services on behalf of Client, including account numbers, information about deposits, components of, and information relating to, the Security Procedures associated with the Service, notices regarding rejected or problematic instructions, Payment Orders, files, entries, entry data, deposits, data, images or items, and other information (“Information”). Client expressly permits M&T to provide any such Information to Servicer. M&T is entitled to provide any notices provided under the Master Agreement relating to the receipt or rejection of any Information to Servicer and M&T will have no obligation to provide such notices directly to Client. Client may only deliver Information to M&T through a Servicer if Servicer has the capacity to, agrees to, and actually does conform to all of M&T’s requirements, including, but not limited to, these T&C, the Payment Order Security Procedures, and M&T’s formatting, processing, and transmission requirements.

5) Client Transactions. Client hereby authorizes Servicer to perform transactions, make elections, and initiate and transmit Instructions to M&T on behalf of Client relating to the Services and/or Accounts. Client is responsible for all such transactions, elections and Instructions.

6) Acts and Omissions of Servicers. Client’s Servicers are Authorized Representatives of Client, and all terms and conditions in the Master Agreement (and elsewhere in the Agreement) relating to Client’s Authorized Representatives apply to Client’s Servicers. Client is responsible for all acts and omissions of its Servicers. Client also assumes all risks resulting from its appointment of any Servicer, and hereby instructs M&T to act upon any instructions received from its Servicer, without inquiry, as though such instructions had been received directly from Client. Any information referenced in Section 3 above that is sent to or received by M&T purportedly to or from Servicer on behalf of Client will be deemed to be information sent to or received by Client for all purposes under the Master Agreement.

7) Security Procedures. Servicer’s appointment by Client expressly includes designation of Servicer as Client’s agent for the specific purpose of selecting and implementing the Security Procedures (including any Payment Order Security Procedures). If Servicer rejects or refuses to comply with the Security Procedures at any time when Servicer is acting as Client’s agent, Client assumes all risk of loss caused by deviation from, or substitution of Security Procedures, if any, or the waiver of Security Procedures by Servicer on Client’s behalf.

8) Common Use. If Client’s Servicer initiates any Payment Order, gives any instruction to M&T or performs any other services for any M&T customers other than Client, Client agrees that its Servicer may use the same Security Procedures for Client and such other M&T customers (“Common Use”). Client acknowledges that Common Use may create an increased security risk for Client's information. Client assumes full risk and liability for any Losses arising out of or in connection with such Common Use. It is Client’s sole responsibility to ascertain whether or not its Servicer engages in Common Use and to establish policies and procedures with the Servicer to mitigate the associated risk.

9) Client to Keep Informed. Client shall keep fully informed of Servicer’s actions and omissions with respect to Client’s information, the Accounts, relevant Services, relevant Security Procedures, instructions and Payment Orders made on behalf of Client. M&T has no duty to advise Client of information that may be known to M&T regarding such matters.

10) Master Agreement. Client shall ensure that Servicer complies with the provisions of the Master Agreement relating to the relevant Services. Any Servicer is Client’s agent, and not M&T’s agent, and Client will be solely responsible for (i) Servicer’s failure to comply with this Agreement, (ii) all fees, costs and expenses owed to such Servicer for its services and (iii) any Losses incurred or suffered as a result of Servicer’s failure to perform, or delay or error in performing, its services. Client agrees to provide to Servicer a copy of any agreements (including the Master Agreement and the Product Terms and Conditions) between M&T and Client for the relevant Services in respect of which Servicer is required to comply. Whenever any such agreement is amended or updated, Client must promptly provide such amended agreement to Servicer.

11) Legal Notices. Notwithstanding anything else in these T&C, any legal notices or communications provided for under the Master Agreement will continue to be delivered directly to M&T or Client, as applicable, and will not be delivered to or through Servicer.

12) Termination of Servicer. Except as otherwise provided below, the authority of Servicer to act as Client’s agent with respect to the Services will remain in effect until the later to occur of: (a) the date that M&T actually receives written notice of termination of such Servicer from Client (in such form as acceptable to M&T) and M&T has had a Reasonable Time to Act upon it; and (b) the date specified as the termination date in Client’s written notice to M&T of termination of the Servicer (in such form as acceptable to M&T). Notwithstanding the foregoing, M&T may terminate the Servicer’s authority to act as Client’s agent with respect to any Services immediately upon providing written notice of such termination to the Servicer and to Client. Any termination of the Servicer’s authority to act as


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Client’s agent or any resignation by the Servicer as Client’s agent will not affect any of Client’s obligations arising prior to the effective date of such termination or resignation.