Treasury Management Services Product Terms and Conditions Booklet

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1 Treasury Management Services Product 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 booklet or our offering of treasury management services, please contact your Treasury Management Consultant or Relationship Manager. This Product booklet ( Booklet ) contains product information, disclosures and product terms and conditions applicable to our treasury management services. The Product 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 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 for that Service. All capitalized terms used, but not defined in the particular Product below, shall have the meaning given them in the Master Agreement. The Product in this Booklet apply to each Account for which Client uses a Service. Please carefully review these Product and keep a copy for your records. By using our treasury management services, you agree to be bound by these Product. These Product are effective on and from March 31, 2018, unless provided to Client by M&T prior to that date, in which case the Product 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 , 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 ACH Account Number Masking Service (UPIC) ACH Fraud Mitigation Service ACH Special Reporting Service ACH Monitor Payment and File History Service Automated Commercial Investment and Loan Sweep Service Cash Vault Service Check Block Service Check Image Service Check Management Service Commercial estatements Service Controlled Disbursement Service Credit Manager Service Dodd-Frank Consumer Payment Service Exhibit A to Dodd-Frank Consumer Payment Service T&C EDI Reporting Service Electronic Account Analysis Service Funds Transfer (Wire) Service Image Deposit Cash Letter (IDCL) Service Information Reporting Service Lockbox Service Mobile InfoPLU$ Service Positive Pay Service remitone Electronic Tax Payment Service Remote Check Deposit (RCD) Service Treasury Management Services Product Booklet - TM Member FDIC

2 Remote Safe Deposit Service Zero Balance Account Service Part B Product Terms & Conditions Applicable to all Services Client Security Requirements Financial Institution Clients Servicers 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 ) ( T&C ) provide information on the use of the M&T Account Reconciliation Service ( Service ). 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. 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) 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) addresses to receive an automatic 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 confirmation to the address(es) designated by Client. Client can, at any time, update the addresses by updating the Client Election Form or Set-Up Form. The 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 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 Page 2 of 52

3 there are any discrepancies and/or notify Client of discrepancies. For security purposes, the confirmations will be sent to Client using secure and will require prior registration and the use of a password to open and view the . Client s designated addressees must be able to access such secure s. If any of Client s designated addressees cannot access those secure s, 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 s or correspondence requesting M&T s validation of control totals. Automated Check Payments Service These Automated Check Payments ( T&C ) provide information on the use of the M&T Automated Check Payment Service ( Service ). 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. 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 (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, 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 (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) Address. M&T shall be deemed to have sent, and Client shall be deemed to have received, any sent to the 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 and even if M&T has notice that the was undeliverable. Page 3 of 52

4 ACH Origination Service These ACH Origination Service ( T&C ) provide information on the M&T ACH Origination Service ( Service ). 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. 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 Page 4 of 52

5 (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 Page 5 of 52

6 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 Page 6 of 52

7 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 , 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 Page 7 of 52

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