Treasury Management Services Product Terms and Conditions Booklet

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 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 May 1, 2014 and may be amended by M&T Bank from time to time and distributed in hardcopy 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. TABLE OF CONTENTS Section A Specific Product Terms & Conditions... 2 Account Reconciliation Service... 2 ACH Origination Service... 3 ACH Monitor for Direct Transmission... 8 ACH Account Number Masking Service (UPIC)... 8 ACH Fraud Mitigation Service... 9 ACH Special Reporting Service...10 ACH Monitor Payment and File History Service...10 Automated Commercial Investment and Loan Sweep Service...10 Cash Vault Service...13 Controlled Disbursement Service...16 Credit Manager Service...17 EDI Reporting Service...20 Electronic Account Analysis Service...21 Funds Transfer (Wire) Service...21 Image Deposit Cash Letter (IDCL) Service...26 Information Reporting Service...29 Lockbox Service...30 Positive Pay Service...33 remitone Electronic Tax Payment Service...34 Remote Check Deposit (RCD) Service...36 Remote Safe Deposit Service...39 Zero Balance Account Service...41 Section B Product Terms & Conditions for All Services...42 Client Security Procedures...42 Financial Institution Clients...43 Servicers...45 Treasury Management Services Product Booklet - TM-301-02/14 Member FDIC

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 described below ( 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 services. 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. 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 ). 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 check paid and other data information relating to issued checks). The standard report package includes: Checking Account, 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, Client is not required to provide a Check Issue File to M&T (provided that if Client is enrolled in Range Reconciliation (i.e. reconciliation based on a specified range of check numbers), it must provide a Check Issue File to M&T).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, 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 availa ble 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 from time to time. 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) Maximum Dollar Control and Stale Dated Checks. If Client elects the Maximum Dollar Control and/or Stale Dated Checks features in the Account Reconciliation Service section of the Client Election Form, the terms and conditions applicable to such Service features as set forth in the Positive Pay T&C in this Booklet shall apply to such Service features. 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 recommends that Client use this Service in conjunction with the Full Account Reconciliation and 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 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). Page 2 of 46

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. 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 Accounts. Client will transmit each File to M&T in a format and by a means from time to time prescribed by M&T 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 prescribed by M&T from time to time. Such digital signature must be in a format as prescribed by M&T from time to time. Client authorizes and directs M&T (and its agents) to apply such electronic 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 by 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: the total number and dollar amount of records contained in the File, total number of requests to cancel a previously requested check contained in the F ile, and, 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. on a Business Day and Client has elected in the Client Election Form to 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 Business Day after checks are printed and mailed on Client s behalf, M&T will send to Client via email (by 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 from Client before 6:00 P.M. ET on a Business Day on the same Business Day and will endeavor to cause checks to be printed and mailed by the end of the next Business Day. 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. Client understands that M&T may use vendors, agents and subcontractors in connection with the Service, including to print and mail 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 sub-contractor. 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) 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 matter 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. 10) 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. 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 will have the meanings given them in the Master Agreement or, if not defined below or in the Master Agreement, the Rules (as defined below): ACH has the meaning given to that term in the Master Agreement. ACH Monitor Website means M&T s Web Site, currently integrated into CSSO, that offers the ACH Monitor service. ACH File means any file containing information relating to an Entry or Entry Data (including, if applicable, Control Totals). ACH Operator means a Federal Reserve Bank or private company that accepts ACH Files from ODFIs, sorts and distributes ACH Files to RDFIs 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 of 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. Page 3 of 46

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), or from M&T to Client s designated transmission platform, as the case may be. Effective Entry Date means the date on which settlement of an Entry is scheduled to occur. Debit Entry means any debit Entry originated by Client (as originator) to credit funds to Client s Account. 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) ACH File or (ii) if applicable, Remote Check Deposit files. IAT means International ACH Transactions, as defined in the Rules. 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 (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 the NACHA as those rules may be amended, modified, updated, or otherwise changed from time to time. Security Procedure has the meaning given to that term in the Master Agreement. 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. 3) Entry Data. Client or its Servicer will provide Files: (a) 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) at least one Business Day immediately prior to the Settlement Date, process Entries based on Payment Orders which M&T believe s 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 14 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 proceed to process such Entries; and (ii) transmit Entries as an ODFI to the ACH Operator that M&T selects. For Entries (including 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 special monitoring and review procedures are required in connection with IAT Entries and that 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. 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. 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 (i) Entries are received by M&T by no later than 6:00 p.m. Eastern Time on a Business Day (or such other tim e as notified to Client by M&T in its sole discretion), (ii) the Effective Entry Date is at least one (1) Business Day after the Business Day of receipt of the File, and (iii) the ACH Operator is open for business on the Effective Entry Date. 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 any requirement of clause (i), (ii) or (iii) of this paragraph is not met, 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. M&T will no longer have any control over the funds. Page 4 of 46

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 two (2) Business Days after the Effective Entry Date in order to determine whether there are then sufficient available funds in the Account and, if there a re, may process the Entries; provided, M&T will have no obligation to so check for available funds or process instructions. 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 for Debit Entries. 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. 8) Rejection of Entries. M&T reserves the right, in its sole discretion, to reject any File or Entry 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 or on the Business Day on which M&T receives the File with the Entry; (d) if Client or its Servicer has breached any agreement with M&T, including the Master Agreement; (e) if Client or its Servicer fails to adhere to the Payment Order Security Procedures; (f) if Client has insufficient available funds or otherwise fails to comply with its Account balance or funding obligations; (g) 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 (h) M&T notifies Client of such limit) as a result of transmitting the Entry; or 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 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. 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 these T&C. If M&T corrects an Entry, Client will be deemed to have deliv ered 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 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 cance llation or amendment, including cancellation or amendment fees, whether or not such amendment or cancellation is successful. 10) Returns, Rejections and Notifications of Change. M&T will use reasonable efforts to notify Client or its Servicer of returns, reversals and rejections of Entries and of receipt of notifications of change within such time limits as are prescribed by the Rules. M&T will have no obligation to retransmit a returned or reversed 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. 11) Reversal of Rejected Entries. M&T will reverse any erroneous or duplicative Entry rejected by Client in accordance with the Rules, provided that Client has repaid M&T the amount of any provisional credit provided by M&T to Client with respect to any such Entry. Client or its Servicer may send reversals in the same manner in which it transmitted the Entry or via email or in writing on Client s official letterhead to the address provided by M&T. 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 (b) any fine that is assessed against M&T by NACHA in connection with a Rules violation by M&T that is attributable to: (i) any act or failure to act by Client or its Servicer that (A) is a violation of the Rules, (B) is in breach of the Master Agre ement, 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) 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 Page 5 of 46

(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. 14) 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. Upon request, M&T will advise Client of the current risk limit that M&T has then established for Client s Account. 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. 15) Eligible ABA Numbers. An Entry originated on behalf of Client must include the ABA number of the 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. 16) 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. 17) 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 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. 18) Payment Order Security Procedures. M&T is authorized to execute, and Client and 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 and its Servicer as set forth below for the payment order method selected by Client or 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) 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 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). Additional information on transmission methods and their use are in the applicable ACH User Guides that M&T makes available to Client. (b) Internet Based Transmission. If Client or its Servicer elects to transmit ACH Files to M&T by means of an internet based computer application made available by M&T, such as Web InfoPLU$, which application will communicate such information to M&T s system ( Internet Based Transmission ), Client and its Servicer elects to use, and agrees to the terms of, the Payment Order Security Procedures made available by M&T and associated with that application ( Internet Security Procedures ). These Internet Security Procedures include access to one of M&T's computer systems or Internet websites through systems made available by M&T and which may rely on log-on identification and the use of a password and token devices in conjunction with the use of encryption technology. The Internet Security Procedures do not include the use of a token device for Book Transfers (other than Book Transfers performed through the ACH module of Web InfoPLU$, which do require the use of a token device). Client and its Servicer acknowledges and agrees that the Internet Security Procedures are commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of a 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 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 18(c) ( Direct Transmission Security Procedures ). Client or its Servicer will transmit ACH Files in the format required under the Rules directly to M&T s ACH system and shall send Control Totals (defined below) to M&T by one of the means described in Section 18(d) below. 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; and (b) a user ID and password to enable Client s or its Servicer s system to transmit Files to the M&T Transmission Site. Client or its Servicer must send its Files to the File Transmission Site, using its user ID and password when it sends its Files to M&T via Direct Transmission. Client and its Servicer acknowledges and agrees 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 a ACH Files received by M&T apparently from Client or its Servicer in connection with any such transmission. (d) Control Totals. (i) The Control Total security procedures described in this Section 18(d) ( Control Total Security Procedures ) shall apply as follows: A. For Internet Based Transmission - M&T may, from time to time, offer Control Total Security Procedures for Internet Based Transmission, 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 S ervicer, the Control Total Security Procedures described below shall apply. M&T may, at any time, cease offering such Control Total Security Procedures for Internet Based Transmission, in which case, Client acknowledges that the Internet Security Procedures described above are, nevertheles s, commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of a 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, as determined by M&T, the Voice Activated Response Unit ( VRU ) or 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. Page 6 of 46

(iv) If Client or its Servicer elects to transmit Control Totals using M&T s VRU, Client s or Servicer s user will call M&T s Voice Response Unit (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 amounts 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. If the Control Totals do not match the total dollar amounts of Credit Entries and total dollar amount of Debit Entries sent in the ACH File, M&T will process the ACH File only if M&T is able to contact any of Client s or its Servicer s other Authorized Representatives and verify the authenticity and accuracy of the ACH File. In the event that M&T receives an ACH File but does not receive Control Totals or, for any reason M&T is unable to access the VRU or the ACH Monitor Website, M&T will attempt to contact any of Client s or its Servicer s Authorized Representatives by telephone to confirm the authenticity and accuracy of the ACH File. (vi) Client and its Servicer agree that the Direct Transmission Security Procedures are commercially reasonable for the transmission of ACH Files to M&T and for verifying the authenticity of an 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 ( 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 an 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. 19) Additional Procedures. In addition to the agreed-to Payment Order Security Procedures chosen by Client as described in Section 18 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 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 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 acknowledges and agrees that the Payment Order Security Procedures described in Section 18 above are commercially reasonable for the transmission of Files to M&T and for verifying the authenticity of a Payment Order received by M&T purportedly from Client. (a) 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 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 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. (b) Dual Authorization. M&T strongly recommends that Client utilize any secondary approval procedures made available through any Internet applications, such as Web InfoPLU$. Regardless of any other provision in these T&C, with respect to any File or Entry delivered to M&T through any such Internet application, M&T reserves the right, in its sole discretion, to (i) require that any such File or Entry that M&T receives mus t be initiated using one User ID assigned to a representative of Client and then approved (authorized) using a different User ID assigned to a representative of Client ( Dual Authorization ) and (ii) reject any File or Entry that was not Dual Authorized. In the event M&T so requires such Dual Authorization, the n Client and its Servicer acknowledges that it elects to use, and agrees to the terms of, such Security Procedures. Although Dual Authorization is a helpful tool, neither it, nor any other security tool, can guarantee security, including, for example if two sets of User ID s and login credentials are compromised, if a user is created with the authority to initiate and approve, or if fraudulent users are established. (c) Other Security Options: From time to time, M&T may, at its sole option, but without obligation of any kind, offer other additional security limits, controls and options that Client or its Servicer can implement. Client and its Servicer agree that the following security options currently offered by M&T are commercially reasonable for Client and that, if Client or its Servicer does not set up or comply with such security options, Client will be deemed to have refused such security options. In such case, the Payment Order Security Procedures selected and agreed by Client in Section 18 above will be deemed commercially reasonable. (i) Email alerts for ACH Files through the ACH Monitor Service. (ii) Daily WebInfoPLU$ 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 Web InfoPLU$, Control Totals that Client or its Servicer can establish through VRU or ACH Monitor Service for Files transmitted through Web InfoPLU$. 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. 19) Cooperation. Client and its Servicer agree to cooperate promptly and fully in investigating any claim asserted by any person, including other financial institution, arising out of any Entry or Entry Data processed by M&T for Client. 20) Client s Representations and Warranties. 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 Serv icer 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; Page 7 of 46