CASH MANAGEMENT SCHEDULE WIRE TRANSFER SERVICES ON SANTANDER TREASURY LINK

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1 CASH MANAGEMENT SCHEDULE WIRE TRANSFER SERVICES ON SANTANDER TREASURY LINK This Schedule is entered into by and between Santander Bank, N.A. (the Bank ) and the customer identified in the Cash Management Master Agreement to which this Schedule is attached (the Customer ). The Bank and the Customer agree that the use by the Customer of the wire transfer services provided by the Bank, as described below, shall be subject to the terms and conditions set forth in this Schedule and in the Cash Management Master Agreement. TERMS AND CONDITIONS 1. Definitions. As used in this Schedule, the following capitalized words or terms shall have the meanings set forth below. All other words or terms used and not otherwise defined in this Schedule or elsewhere in the Agreement but which are defined in the U.C.C. shall have the meanings given to them in the U.C.C. 1.1 Agreement means the Cash Management Master Agreement between the Bank and the Customer, including all schedules and exhibits to the Cash Management Master Agreement, as the same may be amended, modified, or supplemented from time to time. 1.2 Addendum means any writing delivered simultaneously with or subsequent to the delivery of this Schedule and intended by the parties to supplement the provisions of this Schedule. 1.3 Authorized Account means an account or accounts of the Customer, maintained at the Bank, which the Bank may debit for any payment order of the Customer executed pursuant to this Schedule. An Authorized Account is any account so designated on any Addendum. In the absence of any such designation, any account maintained by the Customer at the Bank is an Authorized Account. 1.4 Executed has the meaning given to the term in U.C.C. Article 4A and, when the Bank is also the beneficiary s bank, the term execute includes the Bank s acceptance of the Customer s payment order for purposes both of this Schedule and of the application of U.C.C. Article 4A to the transactions covered by this Schedule. 1.5 Security Procedure means those procedures designated in any Addendum for the purpose of verifying the authenticity of wire transfer communications sent to the Bank in the name of the Customer. 1.6 U.C.C. means the Uniform Commercial Code in effect in the Commonwealth of Massachusetts. 2. Wire Transfer Services Execution of Payment Orders. The Bank may execute each payment order received by it in the name of the Customer as sender, provided that the Customer has sufficient funds available in an Authorized Account in accordance with the deposit account agreement between the Bank and the Customer and the Page 1 of 9

2 Bank s funds availability policy ( Available Funds ) and provided that the payment order:(i) complies with any written instructions and restrictions of the Customer set forth on any Addendum; and (ii) is authorized by the Customer or is verified by the Bank in compliance with a Security Procedure for verifying the authenticity of wire transfer instructions sent to the Bank in the name of the Customer. Further, the Bank requires that limits be established on daily payment orders. The Bank reserves the right to modify such limits in its discretion and will provide notice to the Customer of any such change. The Customer may only originate payment orders within the daily established limit regardless of balances in the account that may exceed that limit. The Customer will be provided with such limit upon service activation. Only a Customer who is a financial institution as defined by the Travel Rule is allowed to issue payment instructions on behalf of another party and must use the Ordering Customer field when doing so. 2.1 Rejection of Payment Orders. If a payment order of the Customer is rejected, either by Bank or the clearing system,, then no later than the close of business on the execution date of the payment order, the Bank shall notify the Customer of the rejection of the payment order via Santander Treasury Link. If the Bank has debited an account of the Customer for a payment order that the Bank has rejected or failed to execute, the Bank shall reimburse the Customer for those funds and shall pay compensation for the use of those funds as set forth in Sections 3.1 and Identifying Number. The Customer is hereby notified that: If the Customer s payment order in a wire transfer completed by acceptance by the beneficiary s bank identifies the beneficiary by both a name and an identifying number or bank account number and the name and number identify different persons, execution of the payment order, payment to the beneficiary, or cancellation of the payment order may be made solely on the basis of the number If a payment order of the Customer identifies any bank by both a name and an identifying number and the number identifies a person different from the bank identified by name, any bank may rely solely on the identifying number. 2.3 Time of Receipt of Payment Orders. The Bank may treat any payment order received after the applicable cut-off time on a wire-transfer business day as if it were received at the opening of the next wire-transfer business day. 2.4 Cancellation of Payment Orders. A payment order may be cancelled by the Customer, provided the cancellation instruction is received by the Bank at a time and in a manner affording the Bank a reasonable opportunity to act prior to the Bank s acceptance of the payment order. 2.5 Debits and Overdrafts. The Bank may debit any Authorized Account of the Customer for any payment order executed by the Bank pursuant to the Agreement, even if the debit creates or increases an overdraft in that Authorized Account. In the event that an overdraft is created or increased, the Customer shall cause sufficient Available Funds to pay the amount of the overdraft to be deposited into or credited to that Authorized Account by the close of that banking day. Any overdraft existing at the close of a banking day is immediately due and payable without notice or demand, and the Customer shall pay compensation as set forth in Section Domestic and International USD Wires. Page 2 of 9

3 (a) Each payment order or cancellation thereof may be furthered by any bank by use of the wire transfer system of the Federal Reserve Banks ( Fedwire ). The rights and obligations of the Bank and the Customer with respect to any payment order, any part of which is carried out through the use of Fedwire, will be governed by any applicable laws, the regulations of the Board of Governors of the Federal Reserve System, and the operating circulars of the Federal Reserve Banks. (b) Each payment order, or cancellation of a payment order, carried out through a wire transfer system will be governed by all applicable wire transfer system rules, whether or not the Bank is a member of the system. (c) The Customer acknowledges that the Bank s right to reverse, adjust, stop payment, or delay posting of an executed payment order is subject to the laws, regulations, circulars, and rules described in this Section International Foreign Exchange Wires. (a) Each International Foreign Currency payment order or cancellation thereof will be communicated via the SWIFT messaging system. The rights and obligations of the Bank and the Customer with respect to any such payment order will be governed by any applicable standards and rules of the SWIFT network. 3. FEES, COMPENSATION, AND COSTS 3.1 Rate of Compensation to Customer. Whenever compensation in the form of interest is payable by the Bank to the Customer pursuant to the Agreement, such compensation will be payable at the rate specified in U.C.C. Article 4A, or at such other rate as the Bank and the Customer may, from time to time, agree. 3.2 Rejected Orders. In the event the Bank rejects or fails to execute a payment order without giving notice as provided in Section 2.2, the Bank shall compensate the Customer for the use of funds at the rate specified in Section 3.1 if, on the execution date of the payment order, there was a sufficient available balance in an Authorized Account to pay for the payment order. Compensation shall be computed based on the number of days elapsing after the execution date to the earlier of five (5) business days or the day the Customer receives notice or learns that the payment order was not executed, counting the final day of the period as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest will be reduced accordingly. Notwithstanding the foregoing, no compensation will be due under this section if the Authorized Account is an interest-bearing account, and no compensation will be due for any funds withdrawn from the Authorized Account. 3.3 Costs. The Customer agrees to pay all fees or other charges incurred for the transaction in accordance with the Bank s fee schedule in effect from time to time. The Customer also agrees to reimburse the Bank for any expenses incurred by the Bank to make, revoke, amend, research, or cancel any transfer of funds requested by the Customer. In addition, funds transfers, both domestic and international, may be sent through intermediary or correspondent banks which may also charge a fee for processing the funds transfer. The Customer acknowledges that the correspondent bank may deduct any fees or charges from the amount of the funds transfer. Page 3 of 9

4 3.4 Intermediary Bank Fees. For commercial payments, the intermediary banks, and/or the beneficiary s bank may charge fees for processing the payment. These charges typically occur as deduction from the principal amount of the payment to the beneficiary. The bank may not have any control on these charges. 4. RECORDING AND USE OF COMMUNICATIONS. Subject to applicable law, the Customer agrees that telephone conversations or data transmissions between them or any of their affiliates, or their respective employees, agents or independent contractors (including those of their affiliates) and the Bank made in connection with this Schedule may be recorded and retained by the Bank by use of any reasonable means. 5. CUSTOMER INDEMNITY. The Customer shall indemnify the Bank and hold the Bank harmless from any cost, liability, or expense (including without limitation attorney s fees) arising out of any claim by a third party alleging that a Customer s payment order contravenes or compromises the rights, title, or interest of any third party, or contravenes any law, rule, regulation, ordinance, court order, or other mandate or prohibition with the force or effect of law, unless the claim arises out of the Bank s failure to exercise ordinary care, failure to act in good faith, or failure to act in accordance with the Customer s instructions given pursuant to this Schedule. 6. SECURITY PROCEDURES. 6.1 Customer and Bank shall comply with the security procedures set forth or incorporated by reference in this Schedule, the Santander Treasury Link Schedule, and/or associated documents provided by Bank, as applicable, with respect to Wire Transfer instructions transmitted by Customer to Bank, including as may be set forth in Exhibit A hereto (hereinafter collectively the Security Procedures ). Customer acknowledges and agrees that the Security Procedures are a commercially reasonable method for providing security against unauthorized Wire Transfer instructions and for all other instructions from Customer to Bank. Customer also acknowledges and agrees that the Security Procedures are a commercially reasonable method for the purpose of verifying the authenticity of Wire Transfer instructions (or any request for cancellation or similar action). Any Wire Transfer instruction transmitted by Customer shall be deemed authorized if transmitted in accordance with the Security Procedures. Bank may, from time to time, modify the Security Procedures. Such modifications shall become effective upon receipt of notice by Customer or such later date as may be stated in Bank s notice to Customer. If Customer fails to object to such change, it shall be deemed to agree to such change. 6.2 Bank may, from time to time, propose additional or enhanced Security Procedures to Customer. Customer understands and agrees that if it declines to use any such additional or enhanced procedures, it will be liable for any losses that would have been prevented by such procedures. Notwithstanding anything else contained in this Schedule, if Bank believes immediate action is required for the security of Bank or Customer funds, Bank may initiate additional Security Procedures immediately and provide prompt subsequent notice thereof to Customer. 6.3 Customer hereby acknowledges that the Security Procedures are neither designed nor intended to detect errors in the content or verify the contents of a Wire Transfer instruction(s) submitted to Bank by Customer. Accordingly, any errors contained in a Wire Transfer instruction from Customer shall be Customer s responsibility, and Customer shall be obligated to pay or repay (as the case may be) the amount of any such instruction. No security procedure for the detection of any such Customer error has been agreed upon between Bank and Customer. Page 4 of 9

5 6.4 Customer is strictly responsible for establishing, implementing, maintaining and (as appropriate) updating its own appropriate and commercially reasonable security procedures to safeguard against the unauthorized transmission or approval of Wire Transfer instructions to Bank. Customer shall prevent and safeguard against unauthorized instructions, disclosures and access to security-related items, including information associated with the approval of Wire Transfer instructions, such as security procedures, instructions, passwords and user identifications, and systems and equipment that interface with, connect to or allow access to Bank, its information, systems and equipment (hereinafter referred to collectively as Security- Related Items ). 6.5 Customer is solely responsible for the accurate creation, modification, and deletion of the account and other information maintained in Customer s records and used for Entries. Customer is solely responsible for access by its employees and agents to the data files maintained by Customer. 6.6 Customer acknowledges that Bank policy requires Customer s use of dual control as an additional layer of security to the ACH Services associated with Entries or files transmitted using the Commercial Online Banking System. With dual control, a secondary authorization is required by Customer prior to releasing an ACH file, as further described in Exhibit A. IF CUSTOMER REJECTS THE USE OF DUAL CONTROL AND/OR OTHER SECURITY PROCEDURES, CUSTOMER AGREES THAT SUCH REJECTION IS AT CUSTOMER S SOLE RISK, AND CUSTOMER SHALL BE RESPONSIBLE FOR ANY LOSS RESULTING IN WHOLE OR IN PART FROM SUCH REJECTION. CUSTOMER FURTHER ACKNOWLEDGES, IN SUCH CASE: (i) THAT BANK HAS OFFERED A COMMERCIALLY REASONABLE MEANS OF SECURITY AS DESCRIBED IN THIS SECTION, 6.6; AND (ii) THAT ENTRIES OR FILES TRANSMITTED BY CUSTOMER SHALL BE TREATED AS AUTHORIZED. 7. LIMITATION OF LIABILITY 7.1 No Responsibility for the Detection of Errors. The Bank shall not be responsible for detecting any Customer error contained in any payment order sent by the Customer to the Bank. 7.2 Unauthorized Payment Orders. If a payment order in the name of the Customer accepted by the Bank was not authorized by the Customer, the liability of the parties shall be governed by the applicable provision of U.C.C. Article 4A. 7.3 Required Notice. (a) The Customer is responsible for reviewing account statement(s) or other transaction notice(s) for discrepancies, including unauthorized transactions or errors. The Customer agrees to notify the Bank of any transaction discrepancies within fourteen (14) calendar days after the date of the Customer s account statement. The Bank will be relieved of liability for discrepancies if such notice is not provided by the Customer. (b) The Customer agrees that the Bank is under no obligation to provide notice about the execution of a transaction. Transactions will appear on the Customer's account statement(s) as well as on the Santander Treasury Link system. In some cases, the Bank may elect to provide notice of a transaction in writing or by ., Page 5 of 9

6 8. COMMERCIAL TRANSACTIONS. The Customer represents and warrants that all payment orders and Services requested under this Schedule will be for commercial purposes and not for personal, family or household purposes. The Customer and the Bank agree that if a payment order is a portion of a wire transfer in which other portions are subject to the Electronic Fund Transfer Act of 1978 (as in effect from time to time), all actions and disputes between the Customer and the Bank concerning that payment order shall be determined pursuant to U.C.C. Article 4A, as varied by this Schedule. 9. NO EXTENSION OF CREDIT. Nothing in this Schedule nor any course of dealing between the Customer and the Bank constitutes a commitment or obligation of the Bank to lend money to the Customer or obligates the Bank to extend any credit to the Customer, to make a loan to the Customer, or otherwise to advance funds to the Customer to pay for any payment order contrary to the Bank s published availability schedules. Notwithstanding the foregoing, in the event that the Bank advances funds on behalf of Customer in excess of Available Funds in Customer s Account, then Customer shall repay such excess amounts immediately upon demand with interests and costs as provided in Section GENERAL TERMS. In the event of inconsistency between the provisions of this Schedule and the provisions of the U.C.C. with respect to the subject matter of this Schedule, the provisions of this Schedule shall control, except as otherwise provided in U.C.C. Article 4A. 11. DOMESTIC AND INTERNATIONAL PAYMENT ORDERS. Wire transfers may be either domestic or international, provided, however, international wire transfers may not be sent by us through or into any country in violation of U.S. laws. All domestic wire transfers will settle in U.S. dollars. International wire transfers may be initiated, at Customer s election, either in U.S. dollars or a foreign currency approved by Bank. Such wire transfers may be converted from U.S. dollars to the applicable foreign currency, at any of the involved Bank s discretion, either in the U.S. or in the receiving country. Customer assumes all risks involved in foreign currency exchange rate fluctuations which may lead to differing values between the transaction as initiated and as ultimately received by the wire transfer beneficiary. In any such converted transaction that results in detriment or loss to any party, Bank will have no liability to Customer, the beneficiary or any other parties. It is solely the Customer s responsibility to resolve any disputes or complaints concerning such situations directly with the affected parties and Customer will be solely responsible for any and all resulting losses. International wire transfers may be routed by Bank through one of its correspondent financial institutions, or such other intermediary(s). 12. DRAWDOWN INSTRUCTIONS. A Drawdown is a transaction method that allows a customer to authorize one bank to wire in funds from a second bank. The Drawdown is a request for payment from another third party. The completion of the transaction is dependent on that third-party and the bank receiving the instruction. The Bank does not take any responsibility for the action of that third-party or the receiving bank. You may execute a drawdown request through the Treasury Link service. The Bank will execute your instruction the day it is received provided it is before the deadline. However, the Bank is not responsible for the third-party sending funds. If the credit is not received by the Bank by the end of the banking day, the Bank will post the credit on the business day on which the credit is received. The Bank will not be responsible for any loss to the Customer caused by the failure or delay of the receiving bank in executing drawdown instructions. Page 6 of 9

7 EXHIBIT A SECURITY FEATURES AND CUSTOMER REQUIREMENTS FOR WIRE TRANSFER SERVICES ON SANTANDER TREASURY LINK The Bank s Wire Transfer Services complies with the Uniform Commercial Code Article 4A as in effect in the Commonwealth of Massachusetts. Below are the security features of Santander Treasury Link and requirements of the Customer. Security Features (a) Platform Security The Santander Treasury Link system is supported by strong server authentication with 128-bit SSL channel encryption. The system incorporates security technologies that integrate with Microsoft and Mozilla Web browsers. It also includes secondary authentication for the approval of wire transfers. (b) System Access Customer s users will access IRIS by supplying three credentials: 1) Company ID, 2) User ID, and 3) Password. Upon entry of these credentials, the system will authenticate the user. If they are a valid user, their profile will be obtained from the Bank s database, and a service menu screen displayed for those services that the user is entitled to access. (c) User Security and Entitlements Santander Treasury Link provides for multiple layers of security and different security profiles for different individual users. Entitlements, or privileges, can be established at the individual user level as defined by the Customer. Therefore, different individuals can and will have different security profiles. Entitlements can include applications within modules, functions, approval levels, and dollar thresholds. Additional security features that can be implemented on an individual user level are: Manual locks to block and restore access to users Transaction dollar limits For users designated by the Customer as those with the authority to Approve wire transactions, Bank will distribute authentication security devices (two-factor authentication). These devices work in combination with the system to generate a code that ensures authentication when a user approves a wire for processing. The user must possess the device, and know a PIN code, before the Bank s security system will generate an access code. Page 7 of 9

8 (d) Audit Reporting Audit reports are available and access to such reports can be assigned to specific individuals at the Customer site. These reports show two levels of information: 1) which Customer users have accessed or have attempted to access the system, and 2) which functions the Customer user performed while they were logged in. Auditing can be performed on an individual user or all users. Customer Requirements (a) Setup Information Customer must provide the Bank with the wire functions you wish to have on the system (repetitive, non-repetitive, wire reporting). The number of approvals you require for wires in general (e.g. every action requires another user s approval, wires created by one user must be approved by another user) Any overall dollar limit for repetitive wires. For each user you will need to define: The specific types of wire instructions they can process (repetitive, non-repetitive or both). The specific wire functions they can perform (create and/or approve wire instructions). Any specific dollar limitation on the wire functions. (b) Confidentiality of Passwords Customer must maintain the confidentiality of all Passwords and to disclose them only to such persons as are intended by the Customer to have access to the system. (c) Confidentiality and Integrity of Authentication Security Devices Customer agrees to store the authentication security devices in a secure location and, if lost or stolen, immediately report this to the Bank. If the Customer terminates an employee that is a user of this system, they agree to do the following: Use the Deactivation Date feature to immediately disable the employee s Santander Treasury Link User ID. Obtain the employee s authentication security device (if applicable). Notify the Bank of the employee s termination. Return the individual s authentication security device to the Bank. Page 8 of 9

9 (e) Cut off Times: Domestic and International USD wires 5:30 PM EST Foreign Exchange Wires : 4PM EST Page 9 of 9

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