treasury management services product terms and conditions · 2015-07-27 · m&t bank. member...

M&T Bank. Member FDIC V: 10/2012 of 32

Treasury Management Services Product Terms and Conditions

Thank you for choosing M&T Bank for your treasury management service needs. We appreciate the opportunity to serve you. If you have any questions about this Product Terms and Conditions booklet or our offering of treasury management services, please contact your Treasury Management Consultant or Relationship Manager. This Product Terms and Conditions booklet contains product information, disclosures and product terms and conditions applicable to our treasury management services. The Product Terms and Conditions in this booklet are incorporated into, and form a part of, the M&T Master Treasury Management Services Agreement (“Master Agreement”) that you signed with M&T for treasury management services. Capitalized terms that are applicable to a particular Service described below are defined in the particular Terms and Conditions for that Service as set forth below. All capitalized terms used, but not defined in the particular Terms and Conditions below, shall have the meaning given them in the Master Agreement. The Product Terms and Conditions for a particular Service described below apply to each Account for which Client uses the Service. Please carefully review these Product Terms and Conditions and keep a copy for your records. By using our treasury management services, you agree to be bound by these Product Terms and Conditions. These Product Terms and Conditions are effective as of October 29, 2012 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

Account Reconciliation Service .................................................................................................................................................................. 2

ACH Origination Service ............................................................................................................................................................................. 2

ACH Monitor for Direct Transmission ........................................................................................................................................................ 7

ACH Account Number Masking Service (UPIC) .......................................................................................................................................... 7

ACH Fraud Mitigation Service .................................................................................................................................................................... 7

ACH Special Reporting Service ................................................................................................................................................................... 8

ACH Monitor Payment and File History Service ......................................................................................................................................... 9

Automated Commercial Investment and Loan Sweep Service .................................................................................................................. 9

Cash Vault Service .................................................................................................................................................................................... 12

Controlled Disbursement Service ............................................................................................................................................................ 13

EDI Reporting Service ............................................................................................................................................................................... 14

Electronic Account Analysis Service ......................................................................................................................................................... 14

Funds Transfer (Wire) Service .................................................................................................................................................................. 15

Image Deposit Cash Letter (IDCL) Service ................................................................................................................................................ 18

Information Reporting Service ................................................................................................................................................................. 21

Lockbox Service ........................................................................................................................................................................................ 22

Positive Pay Service.................................................................................................................................................................................. 23

remitONE Electronic Tax Payment Service .............................................................................................................................................. 24

Remote Check Deposit (RCD) Service ...................................................................................................................................................... 26

Zero Balance Account Service .................................................................................................................................................................. 29

All Services ............................................................................................................................................................................................... 30

Client Security Procedures ....................................................................................................................................................................... 30

Servicers ................................................................................................................................................................................................... 31

Member FDIC V: 10/2012

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Account Reconciliation Service

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

Product Description M&T offers several account reconciliation features as part of this Service to help Client manage payment reconciliation in respect of its Accounts. Those service features are: (i) Full Reconciliation, (ii) Partial Reconciliation and (iii) Deposit Reconciliation 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, through either paper or electronic media, in respect of an Account. “Partial Reconciliation” means a listing of all checks paid during the statement period, through either paper or electronic media, in respect of an Account.

Terms and Conditions 1) Full Reconciliation. Under the Full Reconciliation service feature, Client will provide M&T with an electronic file of checks issued. Under this Service feature,

M&T provides reports and/or electronic file output for the reconciliation period covered by such check file. Check issue information must be received by M&T at least one Business Day before the end of the reconciliation period. Client may request the transmission of check paid and other data information. 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 issue file from Client. Priority service mailing is generally five (5) Business Days from receipt of the last issue file from Client and is available upon request for an additional fee.

2) Partial Reconciliation. Under the Partial Reconciliation service feature, Client is not required to provide check issue information to M&T (provided that if Client wishes to have Range Reconciliation, it must provide check issue information to M&T). 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. Upon request of Client, ARS will transmit check paid data. Paper ARS reports, checking account statements, and cancelled checks are mailed six (6) Business Days from the end of the reconciliation period. Priority service mailing is generally four (4) Business Days from 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 reports the deposit information by location and in the aggregate. 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 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.

ACH Origination Service

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

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

Definitions All capitalized terms used but not defined in these T&C 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. “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.


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“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.

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

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

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

2) Compliance with the Rules. Client and its Servicer will comply with, and be bound by, the Rules as modified by these T&C. 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:

(i) at least one Business Day immediately prior to the Settlement Date, 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; 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 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 time 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.

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


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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 are, 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

M&T notifies Client of such limit) as a result of transmitting the Entry; or (h) 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 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. M&T will use reasonable efforts to act on a request by Client or its Servicer for cancellation or amendment of 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 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.

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 e-mail 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:

(iii) 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 Agreement, or (C) relates to a failure to conform to M&T’s formatting or other requirements for Entries and Entry Data; or

(iv) 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 (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.


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16) Servicers. For the avoidance of doubt, the provisions set forth in the “Servicers” section 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, M&T reserves the right to periodically, among other things, 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, 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 Servicer, 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, nevertheless, 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.

(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 Terms and Conditions (“RCD Security Procedures”), the Rules and other terms of the Master Agreement. Client agrees that the


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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 Procedures. For the avoidance of doubt, the provisions set forth below in the “Client Security Procedures” section 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 must be initiated using one User ID assigned to a representative of Client and then approved (authorized) using a different User ID assigned to a representative of Client (“Dual Authorization”) and (ii) reject any File or Entry that was not Dual Authorized. In the event M&T so requires such Dual Authorization, then 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) E-mail 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 Servicer has authorized the Entry and the crediting or debiting of its account, as

applicable, in the amount and on the Effective Entry Date shown on such Entry; (c) each authorization will be in effect at the time of execution of the Entry by M&T; (d) Client’s ACH transactions comply with all applicable Laws including, without limitation, the sanctions laws administered by the Office of Foreign Assets

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

of notice to counterparties that payment of an Entry by an RDFI to the Receiver is provisional and subject to refund unless the RDFI receives final settlement for such Entry and the Rules applicable to IAT.

For each Entry, the foregoing warranties will be effective as of the time the relevant Entry is processed by M&T. 21) Audit Rights. Client and its Servicer shall permit M&T and its authorized representatives:

(a) to visit and inspect any of Client’s or its Servicer’s properties; (b) to examine and make excerpts from Client’s or its Servicer’s books and records that relate to compliance with the Rules; (c) to audit Client’s or its Servicer’s compliance with the Rules; and (d) to discuss Client’s transactions and accounts with Client’s or its Servicer’s Authorized Representatives, all in such detail and at such times and as often as

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


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ACH Monitor for Direct Transmission

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

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

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

Reporting service in ACH Monitor Website). Client must submit such Control Total to M&T prior to Client’s transmission of the corresponding ACH File to M&T for processing. M&T will compare the Control Total to the corresponding ACH File. If the Control Total matches the corresponding ACH File, the ACH File will be released into the ACH network for processing. If the Control Total does not match the corresponding ACH File, the ACH File will not be released into the ACH network for processing and Client will be required to resend the ACH File to M&T or instruct M&T to correct the ACH File. If the Control Total is submitted to M&T after the ACH File is received by M&T, the ACH File will suspend with an “unmatched” status. If Client is originating ACH Files using Direct Transmission, Client is required to provide M&T with Control Totals as part of the Direct Transmission Security Procedures described in the ACH Origination Service T&C.

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

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

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

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

ACH Account Number Masking Service (UPIC)

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

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

Definitions

The following terms are all defined in the ACH Origination Service T&C: ACH, Received Credit Entries

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

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

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

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

ACH Fraud Mitigation Service

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


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

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

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

Definitions The following terms are all defined in the ACH Origination Service T&C: ACH, ACH Monitor Website, Entry, Received Debit Entry, Rules. Terms and Conditions 1) Authorization Database.

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

Database”). The Authorization Database will contain information required by M&T to perform the Service, including the organizations that are permitted to submit Received Debit Entries for payment of funds out of Client’s Account. Client will maintain information pertaining to each organization that Client has authorized to debit the Account, including its Company ID, authorization start date, and such other information as M&T may reasonably request from time to time. Client also may elect to include available optional criteria in the Authorization Database for an Account, such as authorization expiration dates, maximum dollar caps on Entries, or limits on the number of times an organization may submit Entries. Client accepts full responsibility for maintaining and updating the Authorization Database as it deems appropriate and is solely responsible for ensuring that all information it includes in the Authorization Database is accurate, appropriate and timely updated to meet Client’s needs. If Client inputs inaccurate information into the Authorization Database, the authorized Received Debit Entry may be returned, or the unauthorized Received Debit Entry may be permitted. If Client does not input any information into the Authorization Database, all Received Debit Entries that M&T receives will be returned, except as provided in Sections 2 and 4 below. Client hereby waives any claim of wrongful dishonor or return or wrongful payment or acceptance associated with any Received Debit Entry that is returned or any Received Debit Entry that is paid or accepted as a result of M&T’s reliance on the information in the Authorization Database.

(b) Each Received Debit Entry that M&T receives for payment from the Account will be returned unless it is (i) authorized based on the information in the Authorization Database at the time the Entry is received by M&T, (ii) decisioned to be accepted as outlined in Section 2 below, or (iii) deemed authorized as provided Section 4 below. Each Received Debit Entry that is authorized based on the information in the Authorization Database, accepted as outlined in Section 2 below or deemed authorized as provided by Section 4 below will be permitted if there are sufficient available funds in the Account. M&T will notify Client of a change in the processing deadline.

ACH Debit Block ACH Debit Block does not have an authorization database. All Received Debit Entries will be returned unpaid except for those permitted according to Section 4 below.

2) Decisioning. ACH Monitor Fraud Review and Approval Service (Debit Filter). If Client wishes to make a decision to permit a Received Debit Entry that would otherwise be rejected, Client must make its decision on such Received Debit Entry by 3:00 PM Eastern Time (“ET”) on the Business Day immediately following the effective date of that Received Debit Entry (or such other cut-off time as may be notified to Client by M&T in M&T’s sole discretion). If no action is taken by Client by the stated time, the Received Debit Entry will be returned as unauthorized. Client’s decision to accept or return a Received Debit Entry is made through the ACH Monitor Website. In addition to making a decision to accept or return the particular Received Debit Entry in question, Client may update its Authorization Database to address future Received Debit Entries from that organization; however, updating the Authorization Database will not impact the treatment of a Received Debit Entry that M&T received prior to such update. ACH Debit Block ACH Debit Block does not have the option for Client to make decisions on ACH Debit Entries. All ACH Debit Entries will be returned unpaid except for those permitted according to Section 4 below.

3) Notifications. ACH Monitor Fraud Review and Approval Service (Debit Filter) Client may select from the notification options made available by M&T from time to time. For example, Client may request that M&T send e-mail notices containing relevant transaction detail (i) whenever M&T receives a Received Debit Entry (other than an Received Debit Entry permitted under Section 4), or (ii) only when M&T receives an ACH Debit Entry that is not authorized according to the Authorization Database. M&T will send notifications to Authorized Representatives designated by Client’s System Administrator in accordance with the criteria established by Client’s System Administrator. Although M&T will endeavor to provide e-mail notifications as requested, Client should log onto the ACH Monitor Website regularly (and, in any event, daily) to obtain accurate information regarding its Account. ACH Debit Block ACH Debit Entries will be returned unpaid without any notification or reporting provided to Client.

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

ACH Special Reporting Service

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


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Product Description The ACH Special Reporting Service (“Service”) allows Client to receive detailed reports for Received Debit Entries and Received Credit Entries (“Reports”). The information included in the Reports includes company name, company description, individual name, individual ID/customer ID and dollar amount. The Reports created display all or selected SEC Codes. This Service is an alternative to the EDI Reporting Service offered by M&T. This Service is typically used by clients that receive Federal government benefit payments on behalf of patients or custodians.

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

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

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

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

ACH Monitor Payment and File History Service

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

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

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

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

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

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

Automated Commercial Investment and Loan Sweep Service

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

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

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


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

Terms and Conditions 1) Investment Sweep Service.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

(b) Eurodollar Deposits. (i) Client may only demand payment of Eurodollar deposits outside of the United States. Thus, Eurodollar deposits are foreign deposits that are not

insured or guaranteed by the FDIC or any other government agency and are subject to investment risks, including possible loss of the principal amount invested, as well as interest. Eurodollar deposits are also subject to sovereign risk which risk is assumed by Client.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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4) Fee Disclosure. In addition to the compensation that the Wilmington Funds pay to M&T for its services, and in addition to the monthly sweep service fee that Client pays to M&T, Client will pay a daily service fee (the "Daily Sweep Fee") to M&T. If Client selects the Wilmington U.S. Treasury Money Market Fund and/or the Wilmington U.S. Government Money Market Fund and/or the Wilmington Prime Money Market Fund as its Investment Selection, the Daily Sweep Fee will equal 0.20% per annum of the funds invested for Client through the Investment Sweep Service. Similarly, if Client selects the Wilmington Tax-Exempt Money Market Fund as its Investment Selection, the Daily Sweep Fee will equal 0.10% per annum of the funds invested for Client through the Investment Sweep Service. M&T may increase the Daily Sweep Fee amount upon notice to Client. At the end of each month, Client's net Investment earnings from its sweep Investments for that month (i.e., gross Investment earnings for the month less the aggregate amount of the Daily Sweep Fee accrued for the month) will be credited to Client's Account.

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

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

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

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

Cash Vault Service

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

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

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

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

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

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

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

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

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

the order was prepared (or anytime thereafter) and to debit any of Client’s Accounts for all other monies due M&T arising out of M&T’s performance of


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the Service. M&T shall have no obligation to fill any Change Order unless there are sufficient available funds in the designated Account at least equal to the amount of the Change Order. If there are insufficient funds in the Account to cover the Change Order, M&T, in its sole discretion, may advance funds by creating an overdraft in the designated Account. Each overdraft is subject to the terms of the Master Agreement.

(b) Security Procedures for Change Orders: M&T will mail or email to Client under separate cover (i) location and Client numbers, and (ii) a unique password. Client agrees that it will use these numbers and this password (collectively the “Security Procedure”) when placing Change Orders. The Company will use this Security Procedure to verify the authenticity of Change Orders placed through means made available by M&T from time to time. M&T shall be entitled to rely upon the authenticity of any Change Order submitted using the Security Procedure and shall have no obligation to verify the identity of any person purporting to be an Authorized Representative other than through the use of the applicable Security Procedure. Client is strictly responsible for maintaining the confidentiality of the Security Procedure and for safeguarding it to prevent access by unauthorized persons. Client will make the Security Procedure available only on a need-to-know basis and only to its authorized employees and agents.

6) Discrepancies. Client understands that the deposit total listed on the deposit slip for any Deposit is provisional until verified by the Company, and that any Discrepancy identified in the verification process may be corrected by the Company, with appropriate adjustments made to amounts provisionally credited to Accounts. Client must ensure that immediately available funds are in Client’s Accounts designated to cover all adjustments. The Company or M&T may mail or email adjustment advices in accordance with Client’s instructions. Unless otherwise indicated, deposit discrepancies of $100.00 or more will be reported by telephone to the contact designated by Client, generally within one (1) Business Day after deposit verification. By contacting Cash Vault Customer Service within 90 days of the Deposit, Client may request a copy of all supporting documentation available for the Discrepancy.

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

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

Controlled Disbursement Service

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

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

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

Terms and Conditions 1) Reports.

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

(b) Detail Reports. If Client subscribes to detail balance reporting, by approximately 10:30 a.m. ET each Business Day, M&T will also make a detail report available to Client specifying (i) the dollar amount, transaction code and check number (where applicable) of each Item presented for payment against the Account on that Business Day and (ii) each Item presented over-the-counter or otherwise from the prior Business Day (a “Detail Report”).

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

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


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the-counter Items presented after the previous day’s last report, may in fact already have been paid and may not be returnable. Consequently, M&T cannot warrant that every Item appearing on a report can, in fact, be stopped.

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

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

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

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

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

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

EDI Reporting Service

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

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

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

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

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

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

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

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

Terms and Conditions


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1) Software. Client must use a commercially available software or an in house system (“accounting software”) in order to accept the EDI 822 format used by M&T (or such other format as required by M&T from time to time). The use of the accounting software will permit Client to use the information received from M&T to perform report format, trend analysis and variance reports.

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

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

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

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

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

Definitions “Book Transfer” means any Funds Transfer from one of Client’s Accounts to another of Client’s Accounts at M&T. “Control Totals” means a statement that includes the total dollar amount and total number of Payment Orders contained in each electronic file delivered to M&T on a particular Business Day using direct transmission. “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). “Funds Transfer” means a Payment Order that is an electronic funds transfer processed through M&T’s Payment Services Department from one of Client’s Accounts. “Payment Order” means any instruction to initiate a Funds Transfer. “Payment Order Security Procedures” means the Security Procedures described in these T&C. “Repetitive Payment Order” means a series of Payment Orders from an Account that contain most of the same information (e.g., same beneficiary) but each of which must be individually initiated by a Transmitter. “Standing Payment Order” means a Payment Order on a form or in a format approved by M&T that authorizes and directs M&T, without further instruction from any party, to automatically execute and debit an Account for periodic Funds Transfers to be made at specified times and in specified amounts from an Account to any other account as prescribed in such Payment Order. “Security Procedure” has the meaning given to that term in the Master Agreement. “Transmitter” means each individual authorized to deliver Payment Orders to M&T in accordance with Client’s (or Client’s Authorized Representative’s) designation using the means and Payment Order Security Procedures elected by Client or, in the case of Direct Transmission, anyone who uses Direct Transmission purportedly for Client’s Account or on Client’s behalf. Transmitter includes a Wire Telephone Transmitter. “Wire Security Contact” means each individual designated by Client from time to time as a Wire Security Contact on a Client Election Form, who is authorized to serve as a wire security contact and to provide instructions to M&T on Client’s behalf specifically with respect to any matter involving or relating to this Service. “Wire Telephone Transmitter” means each individual designated by Client from time to time as a Wire Telephone Transmitter on a Client Election Form, who is authorized to initiate and confirm SecureWire telephone wire payments.

Terms and Conditions 1) Requesting Funds Transfers. Any Transmitter, System Administrator, Wire Security Contact, Wire Telephone Transmitter or authorized signer on an Account

may request Funds Transfers by delivering Payment Orders to M&T as described below. (a) Payment Orders (Other Than Standing Payment Orders). Client may issue Payment Orders (other than Standing Payment Orders) to M&T using the

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

(b) Standing Payment Orders. Client agrees that M&T may accept and act upon Standing Payment Orders from any Wire Security Contact, TM Signer or authorized signer on an Account. Nonetheless, M&T is not obligated to act on any Standing Payment Order unless M&T notifies Client in writing that it has accepted it. M&T reserves the right to verify that any Standing Payment Order that it reasonably believes was submitted on Client’s behalf was authorized by an individual authorized to transmit it on Client’s behalf before acting on it. At M&T’s sole discretion, M&T may (i) refuse to accept any Standing Payment Order that it receives purportedly from Client, or (ii) at any time upon notice to Client, cease to execute Funds Transfers based upon any Standing Payment Order M&T has previously accepted. Any party who is authorized to execute and deliver Standing Payment Orders is authorized to revoke any Standing Payment Order. M&T is not obligated to act on any such revocation until it receives written notice of the revocation and has a Reasonable Time to Act on such notice. Except as provided in the following sentence, Standing Payment Orders executed by M&T on Client’s behalf are not subject to verification by any Payment Order Security Procedure elected by Client, but are otherwise subject to the same terms and conditions that apply to other Funds Transfers. Nonetheless, if Client uses an Internet service to deliver Payment Orders, it agrees that the Payment Order Security Procedures it has chosen are commercially reasonable to authenticate the Standing Payment Orders delivered to M&T.

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


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

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

(b) Internet: If Client chooses to deliver Payment Orders to M&T using an M&T Internet application, such as Web InfoPLU$ or WebINFOCU$, Client must designate one or more individuals to serve as a System Administrator. The System Administrator must designate and set up all other Transmitters authorized to access information and transmit Payment Orders and other information to M&T (including setting up profiles, delegating privileges and establishing restrictions on each person’s authority) using the Internet. If Client uses one of M&T’s Internet applications to initiate Payment Orders, Client elects to use, and agrees to the terms of, the Payment Order Security Procedures associated with that application (“Internet Security Procedures”). These Internet Security Procedures include access to one of M&T's computer systems or Internet websites through systems made available by M&T and which may rely on log-on identification and the use of a password and token devices in conjunction with the use of encryption technology. The Internet Security Procedures do not include the use of a token device for Book Transfers (other than Book Transfers performed through the Wire module of Web InfoPLU$, which do require the use of a token device). Client acknowledges and agrees that the Internet Security Procedures, whether or not Client chooses to use a secondary approval procedure, are commercially reasonable for the transmission of Payment Orders to M&T using the applicable Internet application, and for verifying the authenticity of a Payment Order received by M&T purportedly from Client.

(c) Direct Transmission: If Client chooses to transmit files containing Payment Orders directly to M&T via Direct Transmission, Client elects to use, and agrees to the terms of, the Payment Order Security Procedures applicable to Direct Transmission as described in this Section 2(c) (“Direct Transmission Security Procedures”): (i) M&T will provide Client with: (i) identifying information about a secure site for file transmission (the “File Transmission Site”) to which Client will

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

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

(iii) M&T will compare the Control Totals submitted to it by Client with the total dollar amount and number of Payment Orders contained in the file transmitted to M&T. If the Control Totals match the total dollar amount and number of Payment Orders sent in the file, M&T will process the file (subject to any secondary approval procedure described in this Section 2(c) below). If the Control Totals do not match the total dollar amount and number of Payment Orders sent in the file, M&T will not process the file and will contact Client’s Wire Security Contact by telephone. Client will be instructed to submit a new file with corrected Control Totals or, if necessary and agreed upon by the parties in writing, Client may invoke the alternate Control Total security procedure set forth above and submit Control Totals using secure e-mail or facsimile as set forth above.

(iv) Client agrees that the Direct Transmission Security Procedures (including Client’s use of PGP or other similar encryption technology or IP address validation), are commercially reasonable for the transmission of Payment Orders to M&T using Direct Transmission and for verifying the authenticity of a file received by M&T purportedly from Client.

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

(d) S.W.I.F.T.: The S.W.I.F.T. transmission methods described in this Section 2(d) are available only to a Client if first approved by M&T in writing. Subject to such approval, if Client chooses to deliver, or have its agent deliver, any Payment Order to M&T directly or through M&T’s agent via the Society for Worldwide Interbank Financial Telecommunication (“S.W.I.F.T”), Client (i) agrees to comply with and be bound by the S.W.I.F.T. terms and conditions (including the S.W.I.F.T. General Terms and Conditions as amended from time to time) and (ii) elects to use the security procedures associated therewith (“S.W.I.F.T. Security Procedures”). The S.W.I.F.T Security Procedures may include use of S.W.I.F.T. identifying codes and/or authorizations. Client acknowledges and agrees that the S.W.I.F.T. Security Procedures are commercially reasonable for the transmission of Payment Orders to M&T via S.W.I.F.T., and for verifying the authenticity of a Payment Order received by M&T apparently from Client.

(e) Payment Orders Delivered to M&T in Person: An authorized signer on the Account from which a Funds Transfer is requested may sign and personally deliver Payment Orders to M&T branch offices. M&T will review the written instructions so delivered and will review the name of the person purporting to sign the instruction to verify that such person appears to be, according to M&T’s records, an authorized signer on the Account. M&T also shall review the person’s identification to verify that such person appears to be, according to such identification, an authorized signer on the Account. Client


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acknowledges and agrees that the above in-person security procedures (“In-Person Security Procedures”) are commercially reasonable for the transmission of Payment Orders to M&T and for verifying the authenticity of a Payment Order received by M&T in person apparently from Client.

(f) Client Security Procedures. For the avoidance of doubt, the provisions set forth below in the “Client Security Procedures” section of this Booklet also shall apply to the use of the Service.

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

back any of Client’s Authorized Representatives (as defined in the Master Agreement) (including any of Client's Wire Security Contacts, Transmitters, TM Signers, System Administrators, signers on Accounts, Web InfoPLU$ users, Servicers or Servicer Representatives ) by telephone to verify any Payment Order that M&T receives through any means and to reject any Payment Order that M&T cannot verify to its satisfaction by the close of business on the Business Day the Payment Order is received (“Call Back Verification”). M&T is not responsible for any delay in the processing of any Payment Order resulting from M&T’s inability to reach Client’s Authorized Representative to verify the authenticity or accuracy of any such Payment Order.

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

(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 can implement. Client agrees that the following security options currently offered by M&T are commercially reasonable for Client and that, if Client does not set up or comply with such security options, Client will be deemed to have refused such security options. In such case, the Payment Order Security Procedures selected and agreed by Client in Section 2 above will be deemed commercially reasonable. (i) E-mail alerts for Payment Orders. Client should contact M&T if it needs any assistance with setting up such e-mail alerts. (ii) Daily WebInfoPLU$ transfer limits for WebInfoPLU$ users and daily limits for each funds transfer initiated through WebInfoPLU$, all of which can be

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

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

4) Timing; Methods. M&T will use commercially reasonable efforts to accept and execute each Payment Order on the Business Day on which it is received, if it is received before M&T’s applicable Funds Transfer deadline and if the Payment Order has been issued and verified in compliance with the applicable Payment Order Security Procedures. As a general rule, M&T uses the FedWire Payment System for domestic external Funds Transfers (i.e., transfers made to an account at a payee bank located in a Federal Reserve District, whether within or outside of the United States), and CHIPS primarily for international external Funds Transfers (i.e., U.S. dollar payments to an account at a bank in a foreign country that maintains a correspondent account with a New York bank that is a member of CHIPS). M&T’s deadlines for the execution of Payment Orders transmitted to M&T on a Business Day vary by type of Funds Transfer and delivery channel and are set forth in the following chart. M&T may change such cutoff deadlines at any time. “ET” means Eastern Time.

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

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

Any Funds Transfer executed for payment in a non USD currency

Delivered directly to Payment Services Department

5:00 p.m. ET 4:00 p.m. ET 4:30 p.m. ET 3:30 p.m. ET Monday through Thursday and 4:00 p.m. ET on Fridays

3:00 p.m. ET

Delivered to a M&T Branch Office

3:30 p.m. ET Monday through Thursday and 4:00 p.m. ET on Fridays




3:00 p.m. ET

Delivered through Web InfoPLU$ or WebINFOCU$

6:00 p.m. ET 5:30 p.m. ET 4:30 p.m. ET 4:30 p.m. ET 3:00 p.m. ET

Delivered through Direct Transmission

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

5) Route; Final Payment. Client understands that M&T assumes that Client wants each Payment Order executed by the most expeditious means available. M&T

may use any Funds Transfer system which in M&T’s sole discretion is available and appropriate to execute the Funds Transfer. If Client specifies a specific intermediate bank for a certain Funds Transfer, M&T will use commercially reasonable efforts to follow Client’s instructions, but may reject the Payment Order


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if the specified intermediate bank is not available for any reason (and M&T shall not be liable for any delay resulting from such efforts, whether or not successful). Client must specify the payee’s bank in each Payment Order. The payee’s bank must be a member of the Federal Reserve System or CHIPS or a correspondent of a member. Each Funds Transfer may be routed through one or more intermediate banks.

6) Foreign Currency Transactions. (a) Client may request Payment Orders in a non-USD currency using the telephone or the Internet (e.g., using WebINFOCU$ or Web InfoPLU$) in accordance

with the transmission methods offered by M&T and elected by Client. If Client maintains an Account denominated in a non-USD currency, M&T will execute Payment Orders in that same currency without exchange or discount in accordance with Client’s instructions. In all other situations, M&T will debit Client’s United States dollar-denominated (USD) Account in advance in USD with respect to each Payment Order executed for payment in a non-USD currency, computed at M&T’s rate of exchange on the process date of payment. “USD” means United States Dollar.

(b) The exchange rate applied to a foreign exchange transaction is determined by M&T on the process date of the Payment Order and may be different from the rate presented at the time the Payment Order is input on WebINFOCU$ or Web InfoPLU$ (whether that Payment Order is requested for same day or future date processing). The process date is the calendar date upon which the Payment Order is executed by M&T and Client’s Account is debited. Payment Orders input on WebINFOCU$ or Web InfoPLU$ will reach M&T only after all approvals required by Client have been provided on WebINFOCU$ or Web InfoPLU$.

(c) Client assumes all transactional, sovereign or other risks incurred in connection with foreign currency transactions including, without limitation, fluctuation in exchange rates after purchase of the currency, time-zone delays, and devaluation risks. Client agrees that its Account will be debited for all charges customary in extraterritorial banking, such as by way of example, but not in limitation, exchange commissions. All transactions are subject to banking practices in the country of origination and destination and of intermediate banks (including, but not limited to, fees, taxes and charges). M&T will be required to comply with all applicable trade restrictions and embargoes as well as currency and exchange regulations and Client agrees that it will reimburse M&T for any costs incurred by M&T in assisting with such compliance.

(d) If Client’s USD denominated Payment Order is paid to a payee outside the United States, the host country of the payee’s bank may require that the funds be exchanged and paid in local currency at the rate of exchange for USD of M&T’s paying correspondent, agent or subagent, as the case may be (each a “Correspondent”) or at a rate set by the government of the host country, any subdivision of the host country or its central bank. If the requirement for exchange from USD to local currency is applicable, the payee’s bank may charge an exchange commission that will be debited against the Account.

(e) Client further acknowledges and agrees that (i) M&T acts as Client’s agent when transmitting Client’s international Payment Orders (i.e. Payment Orders which designate a payee, payee’s bank or any other bank located outside the United States of America) by S.W.I.F.T., telex, telegraphic cable, wireless, foreign government telegraphic service, telephone or mail, (ii) if a Payment Order has not been paid to a payee and M&T has (A) received notice of the non-payment, (B) instructed its correspondent to cancel the transaction and (C) received the funds for the cancellation, then M&T will refund to Client the face amount of the Funds Transfer less M&T’s fees and expenses as well as any fees, expenses and taxes of its Correspondent and any foreign post offices or government agencies, as the case may be, (iii) when any funds to be refunded are in a foreign currency, M&T will, in its sole discretion, (A) remit United States dollars at M&T’s buying rate for such currency on the date of the refund, or (B) hold such foreign currency for the account and risk of Client, but, in no event, shall M&T be under any obligation to make any refund on account of a Funds Transfer transmitted abroad when the funds have not been returned or otherwise made available to M&T and in no event will M&T be liable for a sum greater than the amount paid for the remittance not including the commissions and transmission charges, (iv) M&T is responsible for executing Client’s Payment Orders only in the specific amounts authorized by Client and has no obligation to determine any fees, commissions, tax, interest, or other charge that may be deducted from the authorized payment by another bank, government agency or any other party that is involved in the transmittal of funds to the payee, even if M&T has actual knowledge of, or receives part of, any such amount; Client assumes the risk that the amount received by the payee may be less than the amount of the authorized Payment Order on account of such deductions by other banks and parties, and (v) international Payment Orders may be subject to, without limitation, rules, regulations and restrictions of (A) foreign governments, (B) foreign payment systems, and (C) telecommunications networks, as well as any rules, regulations, restrictions and guidelines, now or hereafter agreed to, adhered to, or enacted by the United States of America.

7) Miscellaneous. Client represents and warrants to M&T that, as of the date of execution of a Client Election Form for the Service, and, also, as of the date of the communication to M&T of each Payment Order made on Client’s behalf, all aspects of the transaction in which the Payment Order is to be used are not prohibited under any applicable Law. In addition to the indemnification Client provides to M&T in the Master Agreement, Client hereby indemnifies M&T, to the extent permitted by applicable Law, for any fines, charges or penalties of any nature levied or assessed on M&T resulting from its acceptance and transmission of any Payment Order made by or on behalf of Client. M&T reserves the right, in its sole discretion, to refuse to honor any Payment Order submitted by Client for any reason. If M&T rejects one of Client’s Payment Orders, M&T will use commercially reasonable efforts to notify Client by one of the following methods, at M&T’s sole discretion: telephone, online reporting, file transmission, U.S. mail, e-mail or in person.

8) Remittance Transfers. Effective February 7, 2013, the Master Agreement (including these T&C) will be governed by the laws of the State of New York, without regard to the jurisdiction’s principles of conflicts of law, in respect of any Service provided to Client relating to a Funds Transfer that is a Remittance Transfer (as defined in Federal Reserve Board Regulation E (Subpart B)). This Section takes precedence over any provision to the contrary in the Master Agreement.

Image Deposit Cash Letter (IDCL) Service

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

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

Definitions

“Bank” means a bank as defined in Regulation CC 12 CFR Section 229.2.(e).

“Capture” means the process of formatting and storing the scanned Data and Images of Items. “Data” means the information scanned from each Item to be deposited, including without limitation the routing transit number, the account number, the check number and the amount of each Item.

“Deposit” means the Image and Data of an Item electronically transmitted to M&T for deposit to Client’s Account.


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“File Transfer Protocol” means a certain standard file transfer protocol specified by M&T for use with this Service, that has been developed by the Internet Engineering Task Force (which is an international non-incorporated organization that develops internet standard specifications) which is used to transfer data from one computer to another over the internet.

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

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

Terms and Conditions 1) Deposits.

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

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

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

(d) Client and its Servicer agrees that it will have the correct Data in the correct fields within the file format as agreed to upon implementation by Client or its Servicer or as from time to time may be changed with M&T’s consent or in accordance with M&T’s requirements. Client and its Servicer further agrees that if Client or its Servicer fails to have the correct Data in the correct fields within the X9.37 file format for any Item within any Deposit: (i) such Deposit may be rejected in its entirety by M&T or its agents, (ii) any substitute check created in substitution of any such Item may be rejected and returned unpaid or erroneously posted by M&T, any Federal Reserve Bank, any clearinghouse, any correspondent bank and/or any payor bank, and (iii) any Data and Image of such Item transmitted to any Federal Reserve Bank, any clearinghouse, any correspondent bank and/or any payor bank may be rejected and returned unpaid or erroneously posted by M&T, or such Federal Reserve Bank, clearinghouse, correspondent bank and/or any payor bank as the case may be. In the event of Client’s or its Servicer’s failure to have the correct Data in the correct fields within the X9.37 file format designated by M&T (or other format required by M&T from time to time) Client and its Servicer agrees that (i) M&T shall have no liability to Client or its Servicer if a Deposit is rejected, returned unpaid or erroneously posted and (ii) Client and its Servicer will be liable for all resulting Losses, including consequential damages incurred by M&T and any other person; provided that M&T shall be liable to Client to the extent that the rejection, return or erroneous posting was solely the direct result of M&T’s gross negligence or willful misconduct.

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

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

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

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

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

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

(d) Client or its Servicer agrees to produce the original of, or a legible copy of the front and back of any Item (each a “Copy” and collectively, the “Copies”) accepted within any Deposit, upon M&T’s request. If Client or its Servicer fails to produce an original of any Item accepted in any Deposit, Client or its Servicer could be liable for (a) claims of Losses against M&T by any subsequent recipient of a substitute check created from any Item, if such Loss has occurred due to the receipt of a substitute check instead of the original Item, and (b) claims by M&T against Client or its Servicer under the indemnity provisions in the Master Agreement. Client and its Servicer must establish appropriate policies and procedures for the retention of the original Items and/or Copies of such Items. Client and its Servicer acknowledge that there may be legal requirements to produce Copies of any Item accepted within any Deposit as much as seven (7) years following the date of the payment of such Item. Client and its Servicer agrees that it shall create and maintain written procedures ensuring the chain of custody for Items accepted within each Deposit and Copies of such Items. Client agrees that it will be responsible for safeguarding original Items and Copies of Items in order to prevent duplicate deposit of Items or employee fraud. Client authorizes M&T to supply Client’s indorsement (in its name or any trade name or any name of any enterprise affiliated with Client) on any and all Items.

3) Returned Deposited Items. Client and its Servicer shall not deposit, by the means described within these T&C or by any other means, any Item that has been previously deposited under the terms of these T&C. Any substitute checks created from Data and Images from Items previously deposited using this Service may, at M&T’s sole discretion, be deposited by conventional means through any branch of M&T or by mail deposit if such substitute check meets all of the following criteria: (a) the substitute check was returned unpaid for insufficient funds or uncollected funds, (b) the substitute check has intact MICR encoded


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fields, and (c) the substitute check is otherwise totally legible. Each re-deposited substitute check deposited by the means provided in these T&C shall be considered an Item. If M&T receives any electronic return item cash letters containing the Data and Image of any Item, Client and its Servicer agrees that M&T in its sole discretion may (d) generate a substitute check from such Data and such Image and deliver such substitute check to Client or its Servicer; or (v) electronically transmit through whatever means are mutually agreeable to Client or its Servicer and M&T, the Data and Image to Client or its Servicer, in each case thereby satisfying any and all requirements of notice of dishonor and delivery of a returned item.

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

5) Remotely Created Checks. If M&T has agreed and informed Client or its Servicer that it may use the Remotely Created Check (“RCC”) feature of the Service, then for each transmission of each Deposit under this Service, in addition to the representations and warranties made in Section 6 below, Client and its Servicer represents and warrants to M&T for each Item in the Deposit that is an RCC that: (a) it has obtained valid and due authorization to (i) create such RCC, and (ii) debit the account indicated on the RCC for the amount of the RCC; (b) the RCC has been created solely for the purpose of collecting receivables due from Client’s customers as compensation for services rendered or goods purchased or for such other purposes agreed to by M&T in writing and permissible under the Federal Trade Commission’s Telemarketing Sales Rule (16 CFR Section 310) together with any amendment or modification to it, any replacement of it and any administrative interpretations of it (the “Telemarketing Rule”); (c) with respect to such RCC, Client has in all respects complied with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (d) the Image and Data of such RCC was captured from a paper RCC. Client and its Servicer agrees to comply with any and all procedures instituted by M&T from time to time to monitor (e) Client’s compliance with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (f) fraudulent activity in accordance with the Fair and Accurate Credit Transactions Act of 2003 (the “FACT Act”), together with all regulations and guidelines associated with the FACT Act. In addition, Client and its Servicer agrees to provide, upon M&T’s request, any and all information and/or documentation regarding any individual RCC or series of RCCs. Nonetheless, Client and M&T agree that M&T shall have no duty or obligation to monitor Client’s compliance with the Telemarketing Rule. Client promises to pay the amount of any and all substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service and returned to M&T for any reason, including, without limiting the foregoing, lack of maker’s signature, lack of authorization, insufficient funds, refer to maker, account closed, or breach of warranty. As between Client and M&T, Client hereby waives any defense or claim it may have related to non-payment and the return of substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service, and acknowledges that such waiver is a material part of the consideration between the parties under the Master Agreement. Client and its Servicer shall not redeposit by the means described in these T&C, or any other means, (g) RCCs that have been previously returned to Client unpaid, and (h) substitute checks or electronic return Items created from Data and Images from RCCs it has previously deposited. Client and its Servicer shall not deposit any Item that does not meet the requirements applicable to RCCs regardless of whether Client believes such Items to be the similar to or the functional equivalent of an RCC.

6) Representations and Warranties. With each transmission of each Deposit under the terms and conditions of these T&C, Client and its Servicer represents and warrants to M&T for each Item that is part of the Deposit: (i) Client is a person entitled to enforce the instrument; (ii) all signatures required for transfer of the Item (including, without limitation, the indorsement of any third party payee) are on such Item and all such signatures are authentic and authorized; (iii) such Item has not been altered; (iv) such Item is not subject to a defense or claim of recoupment of any party that can be asserted against Client; (v) Client has no knowledge of any insolvency proceeding commenced with respect to the maker of such Item; (vi) all Data transmitted to M&T regarding the Item accurately represents the routing transit number, the account number, the check number and the amount of such Item; (vii) the Image transmitted to M&T of the Item accurately represents the image of the front and back of such Item as of the time when Scanned; (viii) the Image of such Item transmitted to M&T is legible; (ix) such Item has not been previously deposited (conventionally or by electronic means); (x) such Item will not be subsequently deposited (conventionally or by electronic means) unless the Item is returned unpaid for insufficient funds; (xi) the Item is not a remotely created check (as remotely created check is defined in Regulation CC); and (xii) Client and its Servicer have no knowledge that such Item is subject to a stop payment order. M&T may recover from Client or its Servicer as damages for any breach of warranty an amount equal to any Losses suffered as a result of the breach of warranty, including, without limitation, consequential damages and expenses related to M&T’s enforcement of its remedies against Client, including further, without limitation, attorneys’ fees and expenses. These representations and warranties are in addition to those made by Client in the Master Agreement.

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

8) Scanners. Client or its Servicer shall purchase or lease from a vendor that is unrelated to M&T one or more scanners (collectively, the “Scanners”) to be used for Scanning Items by Client. M&T will have no obligation to Client or its Servicer for the operation, maintenance, upkeep, fitness or usefulness for the purpose intended of the Scanners. Client and its Servicer represents and warrants that it will use only Scanners that produce documents that are acceptable for processing by M&T. Client or its Servicer must maintain and upkeep each Scanner in good working order (including servicing and/or replacing each Scanner if and when needed) until the termination of the earlier of Master Agreement or this Service. Client or its Servicer shall be solely responsible for installing and connecting each Scanner to one or more personal computers which will be used to upload captured Images and Data to one of M&T’s web sites (the “Web Site”) thereby making Deposits. Installation of each Scanner may require downloading and installing drivers from one of M&T’s websites in accordance with the instructions contained in the Image Deposit Cash Letter User Guide, which M&T has made available to Client. M&T shall in no way be responsible (a) for any failure of any Scanner to function as purported by the vendor or licensor of such Scanner, or (b) for any consequences of such failure.

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

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

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

(c) Encryption. Client or its Servicer shall encrypt all transmissions of Data and Images in a manner designated by M&T.


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10) Standard of Care. In addition to M&T’s limitation of liability stated in the Master Agreement, Client and its Servicer hereby releases M&T from any claim or liability Client or its Servicer may have or bring, becoming due, arising under, out of, as a result of, in connection with, or related to, this Service or these T&C, any Item or any Deposit, provided such claim or liability has not directly resulted from M&T’s gross negligence or willful misconduct. Client agrees that M&T accepting a Deposit from a person that is not authorized by Client or its Servicer to make a Deposit will not under any circumstances constitute gross negligence or willful misconduct. In no event will M&T be liable for any consequential, special, punitive or indirect loss or damage, which Client or its Servicer may incur or suffer in connection with this Service, T&C or M&T’s performance of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THESE T&C, M&T MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN LAW OR IN FACT, IN CONNECTION WITH THE SERVICES OR ANY SCANNER INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10) Liability. Client and its Servicer hereby defend (if M&T, in its sole discretion, elects to have Client or its Servicer defend), indemnify M&T against and hold it harmless from any and all Losses (including Losses in excess of the amount of any Item), incurred by M&T, and/or actions, claims, demands or suits made or brought by any person, becoming due, arising under, out of, as a result of, in connection with or related to any Item accepted by M&T for deposit under the terms of these T&C, provided the same has not directly resulted from M&T’s gross negligence or willful misconduct. Without limiting the foregoing, Client and its Servicer hereby indemnifies M&T and any recipient of a substitute check made from any Data and Image of any Item deposited in any Account under the terms of these T&C or the Master Agreement, and any subsequent recipient of such substitute check for any Loss incurred by any recipient of a substitute check if that Loss occurred due to the receipt of a substitute check instead of the original Item. Client and its Servicer hereby indemnifies M&T for all Losses incurred by M&T in the enforcement of the Master Agreement, including these T&C including, without limitation, the enforcement of the indemnities provided in this Section. The indemnities provided in this Section are in addition to Client’s indemnities in the Master Agreement and are not limited to the amount of any Item.

12) Survival. The provisions of Section 11 hereof, Client’s obligation to produce the original of, or a Copy of, any Item accepted within any Deposit upon M&T’s request in accordance with Section 2 hereof, and Client’s liability for breach of any representation and/or warranty made in Section 5 and 6 hereof shall survive termination of the Master Agreement.

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

Information Reporting Service

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

Product Description

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

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

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

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

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

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

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

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

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

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

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


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Lockbox Service

These Lockbox Service Terms and Conditions (“T&C”) provide information on the M&T Wholesale, Retail, Business, Tax, Property Manager, Medical and Correspondent Lockbox Services (“Service”).

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

Terms and Conditions 1) Lockbox Processing

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

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

(c) M&T will use commercially reasonable efforts to process the Mail according to M&T’s standard cut-off time or the cut-off time selected by Client on the Client Election Form. M&T will capture the information from the Mail as selected by Client and deliver it to Client in the selected format per the Client Election Form. The information will be made available by M&T’s standard cut-off time or the cut-off time selected by Client on the Client Election Form.

(d) If Client elects to transmit to M&T a data file to be used to support lockbox processing (e.g. Accounts Receivable Matching, Stop File or Tax Rolls), Client is solely responsible for ensuring that all information included in the data file is accurate, appropriate and transmitted timely. Processing may be delayed if incomplete or inaccurate files are received. Client accepts full responsibility for maintaining and updating the data file as it deems appropriate. The file must be provided electronically through Direct Transmission.

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

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

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

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

(i) M&T’s receipt of the Mail shall not make M&T a bailee of the Payment Documents. For the Payment Documents that are deposited and become part of the balance in the Account, M&T and Client will have a debtor creditor relationship as normally exists between a depository bank and its depositors. If Client is a governmental entity, Client agrees that, in performing the Service, M&T is not acting as an agent for the collection of taxes.

(j) If Client’s Mail includes checks that are payable or endorsed to a party other than Client (“Third Party Payee”), in addition to the representations and warranties made in the Master Agreement by Client regarding third party checks, Client represents and warrants to M&T that: (i) Client has obtained written authorization from each Third Party Payee for M&T to endorse the Third Party Payee’s checks as payable to Client and to deposit the items into the Account; (ii) the Third Party Payee authorization includes an assignment to Client of all of the Third Party Payee’s right, title and interest in and to each of the Third Party Payee’s checks; (iii) Client will retain a copy of each Third Party Payee authorization for at least seven years after the termination of the Service and will provide a copy of any authorization to M&T upon request; and (iv) each Third Party Payee authorization will be in effect and fully operative at all times that M&T provides the Service.

2) Electronic Services. If Client’s Service includes electronic services, such as Image Lockbox Service, the following terms and provisions will apply: (a) M&T will endeavor to create electronic images of Mail (except Payment Documents deemed unsuitable for deposit) as requested by Client on the Client

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

(b) M&T will deliver the electronic images of the Mail through its Web Site, by CD Rom delivered to Client’s address on the Client Election Form or through direct transmission to Client’s computer hardware, software and other communication facilities in accordance with the selection on the Client Election Form. Client will notify M&T in writing of any problems with the quality and integrity of the electronic images of the Mail within 48 hours from the date of delivery. Upon receipt of such notice, M&T will re-deliver the electronic images of the Mail to Client.

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


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on any Exception Items by Client Response Due Time, M&T shall either deposit or forward all such Exception Items to Client in accordance with Client’s default instructions on the applicable Client Election Form.

3) Check Processing. Client acknowledges and agrees that M&T shall follow the following procedures when processing checks: (a) Both amounts missing from check - Return unprocessed (b) Post Dated - Process (c) Stale Dated - Process (d) Marked “Paid in Full” - Process (e) Missing or Incomplete Date - Process (f) Missing Signature - Process (g) Post Mark Review (only available with Tax Lockbox Service) - Postmarks will be reviewed for the five (5) Business Days following the date of each penalty

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

equal to amount due”. They will be rejected and returned to Client. 4) Credit Card Payment Processing. The following provisions apply to credit card processing, which is available exclusively for the Wholesale, Medical, Property

Manager and Retail Lockbox Services: (a) Client is responsible for complying with all card network rules. (b) On the Client Election Form, Client will indicate what brands of credit cards are to be processed by the Service. (c) M&T will input the following information into its credit card processing system, using Client’s M&T Merchant number as a remote location of Client’s

company: (i) credit card number; (ii) dollar amount of payment; (iii) payor’s name and street address (number only); (iv) payor’s zip code only and (v) invoice or account number.

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

(e) M&T will input all process-able credit card payments for Client. Each Business Day with credit card activity, Client will receive a system report providing the card number, dollar amount, authorization number, business date and the total amount of all authorized transactions plus a list of transactions that were declined or ineligible for processing.

5) Post Termination Delivery. For two months following termination of this Service, using the address provided to M&T in writing by Client, M&T will deliver to Client at least once each week any Mail that it receives. During such two month period, Client agrees that the terms and conditions of the Master Agreement shall remain in full force and effect in respect of such delivery service. Except as expressly provided in this Section 5 or as M&T may separately agree in writing, after termination of the Service, M&T reserves the right to return to the sender any Mail that is received in the P.O. Box or at the Site.

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

7) Termination. This Service shall remain in effect until terminated by either party upon at least forty-five (45) days prior written notice to the other party. All of M&T’s rights of termination in the Master Agreement not affected by this provision remain in full force and effect, including, without limitation, M&T’s conditional rights of immediate termination.

Positive Pay Service

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

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

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

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

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

(d) Stale Dated Check Service: This service feature allows Client to establish a date beyond which a check it has issued will not be honored. The face of Client’s checks must state that the check is void after a stated number of days from the issuance date on the check.

The Reverse Positive Pay service is addressed in the Reverse Positive Pay Terms and Conditions in this Booklet.

Definitions “Criteria” shall mean either (i) the maximum dollar limit established by Client for the Maximum Dollar Limit service or (ii) the “void after” number of days established by Client for the Stale Dated Check Service, or (iii) both (i) and (ii). “Cut-Off Time” shall mean 3:00 p.m. Eastern Time (“ET”) “Outstanding File” shall mean a file maintained by M&T that contains information received from Client that contains Records of checks issued by Client but not yet presented for payment against its Account at M&T. “Record” shall mean the serial number, dollar amount, issuance date, account number, payee name, or such combination of these elements as are applicable to the relevant Positive Pay service as set forth in these T&C. “Suspect File” shall mean checks presented for payment against Client’s Account that do not match the Records in the Outstanding File or the Criteria.


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

entirety with all required information for the Service completed. If Client fails to complete the portion of the Client Election Form that establishes the default option for M&T to follow with respect to checks in a Suspect File, M&T shall handle such checks in accordance with Section 7 below. M&T shall not be liable for any action it takes, or fails to take, in reliance upon the information in a Client Election Form.

2) Outstanding File. (a) Positive Pay. For this Service feature, Client shall provide M&T with Records to be included in the Outstanding File. The Records for this Service feature

shall contain the following information for each check: (i) the serial number, (ii) the dollar amount and (iii) the issuance date. Client must also indicate which Records in the Outstanding File are to be deleted.

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

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

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

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

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

Cut-Off Time on the Business Day on which the Record is to be removed from the Outstanding File. (c) Updates: M&T will update the Outstanding File daily to reflect checks paid or returned and checks deleted at Client’s request.

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

match a Record in the Outstanding File or otherwise meet the Criteria established by Client, in accordance with the requirements of the service applicable to each Outstanding File. If a check is rejected, M&T will review it manually and repair any damage to the MICR lines. For the Payee Positive Pay service, M&T will pay checks that do not have a name in the Record but that otherwise match the serial number and dollar amount in the Record

(c) M&T’s payment of checks under the Positive Pay services is subject to Client’s Account having sufficient available funds to pay checks presented. 5) Suspect File.

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

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

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

7) Default Options. If Client does not send instructions to M&T regarding the payment or return of checks in accordance with these T&C, M&T will handle such checks in accordance with Client’s elected default options on the Client Election Form. If Client has not elected default options in the Client Election Form and Client fails to provide M&T with pay or return advice on checks in the Suspect file as required in these T&C, M&T shall post and pay each check corresponding to a Record in the Suspect File or is consistent with the Criteria, to the extent that there are available funds in the Account.

8) Limitation of Liability. In addition to the limitations on its liability in the Master Agreement, M&T shall not be liable for any Losses resulting from (i) following Client’s instructions on a Client Election Form (and Client hereby waives all claims against M&T for Losses that may occur as a result of M&T following Client’s instructions on a Client Election Form) or (ii) damages caused by payment of checks in the Suspect File for which Client has not provided timely pay or return instructions in accordance with the provisions of these T&C. Client waives any claim of wrongful dishonor for return of checks under the circumstances in Section 7 above. M&T shall use commercially reasonable efforts to provide the relevant information and reports to Client within the time frames identified in these T&C, however, M&T does not guarantee specific delivery times or dates.

remitONE Electronic Tax Payment Service

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

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

Definitions All capitalized terms not otherwise defined in these T&C shall have the meaning given to them in the ACH Origination Service T&C. The following capitalized terms shall have the following meaning: “Entry” means the electronic tax payments processed by M&T through the ACH network. “Funding Date” means the Business Day on which Client delivers Files with Entries to M&T and is no less than two Business Days before the Settlement Date. “Payment Order” means an instruction to initiate an Entry through the ACH network.


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“Subscriber Information” means the forms and documents that M&T requires Client to complete for M&T’s vendor and/or the relevant taxation authority.

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

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

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

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

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

obligations regarding the use and safeguarding of Security Procedures are set forth in the Master Agreement and this Booklet. (b) Authorization of M&T. By signing the Master Agreement and completing the Subscriber Information, Client has authorized M&T to perform the Service.

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

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

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

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

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

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

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

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

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

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

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

(d) Client may recover any funds withdrawn from the Funding Account and deposited into the Settlement Account in connection with an Entry provided the Entry was initiated by Client in accordance with the provisions of this Section 10 and M&T receives written or telephonic notice (directed to the telephone number designated by M&T from time to time for the purpose of receiving such notice) at least two (2) Business Days prior to the Settlement Date.

11) Account Reconciliation. Entries processed by M&T for Client will appear on Client’s periodic statements for the Funding Account which may also be available electronically if Client has selected that option. Client agrees to notify M&T promptly of any discrepancy between Client’s records and the information shown on


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any such periodic statement. If Client fails to notify M&T of any such discrepancy within fourteen (14) calendar days of M&T making the periodic statement available that first contains such information, Client agrees that M&T will not be liable for any loss of interest with respect to any discrepancy. If Client fails to notify M&T of any such discrepancy within one (1) year of M&T making such periodic statement available to Client, Client will no longer have the right to assert such discrepancy against M&T.

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

13) Client’s Warranty and Liability. In addition to the representations and warranties that it makes in the Master Agreement, Client represents and warrants: (a) that each Entry submitted is timely, authorized by Client and the payee and prepared in accordance with the instructions set forth by M&T and in the Rules; (b) that each Entry submitted is in full compliance with federal and state laws and regulations governing such transactions, to the extent applicable; and (c) no authorization for any submitted Entry has been revoked or terminated. Client hereby indemnifies, defends and holds M&T harmless from and against any and all Losses resulting directly or indirectly from (d) a breach of any such warranty, (e) the crediting of the amount of any Entry to the account of any payee, as requested by Client, (f) the crediting of the amount of any Entry to the account of any tax authority in satisfaction of a tax liability of Client, without regard to whether the Entry was made with Client’s authorization, (g) the delay of any financial institution other than M&T in crediting, or the failure of such institution to credit the amount of an Entry, as requested by Client, and (h) the delay of Client in initiating or the failure of Client to initiate an Entry.

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

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

Remote Check Deposit (RCD) Service

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

Product Description This Service permits Client or its Servicer to make deposits to Client’s Accounts from their offices through the use of an Approved Scanner that creates images of Items to be deposited. The scanned images are transmitted to M&T through a specified protocol and, those Images that satisfy the terms and conditions of these T&C, are credited to Client’s Account. Client or its Servicer must provide legible Images of the Items to be deposited and the Items must otherwise be eligible for deposit as if they were being presented in person for deposit at a branch of M&T. For Clients whose request is approved in advance by M&T, an additional option is offered that permits Client or its Servicer to use this Service to deposit Remotely Created Checks (“RCC”).

Definitions “Approved Scanner” is defined in Section 9 below. “Bank” means a bank as defined in Regulation CC 12 CFR Section 229.2.(e). “Capture” means the process of scanning an Item and formatting and storing the electronic representation of the Data from such Item, and the Image of such Item. “Data” means the information scanned from each Item to be deposited including without limitation the routing transit number, the account number, the check number and the amount of each Item.

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

Terms and Conditions These T&C are in addition to and a part of the Remote Check Deposit User Guide Manual (“RCD User Guide”) which is made available to Clients who request the RCD service. 1) Preparation of Deposits.

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

(b) Deposited Amount. Client or its Servicer shall ensure that each Deposit shall contain the Data and the Image for the Item to be deposited, together with the total amount of the Deposit and the account number of the Client Account to be credited with the Deposit. Client or its Servicer shall add up all Items in each Deposit to arrive at the total Deposit amount of the Deposit (the “Deposit Amount”) before scanning such Items. If Data cannot be read from any Item, Client or its Servicer shall complete the Data for such Item by examining the Item and/or the Image of the Item and correctly keying any unread or


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misread Data prior to transmission to the M&T. After scanning all of the Items in a Deposit, Client or its Servicer shall reconcile the aggregate amount of such Items captured to the Deposit Amount, and, as necessary, correct all misread Data prior to submitting the Items for deposit to Client’s Account.

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

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

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

(b) Availability of Original or Copies of Items. Client or its Servicer agrees to produce the original of, or a legible copy of the front and back of any Item (each a “Copy” and collectively, the “Copies”) accepted within any Deposit, upon M&T’s request. If Client or its Servicer fails to produce an original of any Item accepted in any Deposit, Client or its Servicer could be liable for (a) claims of Losses against M&T by any subsequent recipient of a substitute check created from any Item, if such Loss has occurred due to the receipt of a substitute check instead of the original Item, and (b) claims by M&T against Client or its Servicer under the indemnity provisions in the Master Agreement. Client and its Servicer must establish appropriate policies and procedures for the retention of the original Items and/or Copies of such Items. Client and its Servicer acknowledge that there may be legal requirements to produce Copies of any Item accepted within any Deposit as much as seven (7) years following the date of the payment of such Item. Client and its Servicer agrees that it shall create and maintain written procedures ensuring the chain of custody for Items accepted within each Deposit and Copies of such Items. Client agrees that it will be responsible for safeguarding original Items and Copies of Items in order to prevent duplicate deposit of Items or employee fraud.

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

4) ACH Debit Origination. Subject to M&T’s acceptance, Client or its Servicer may designate any Deposit as: (a) a deposit to a demand deposit account (each a “DDA Deposit”) to be processed in accordance with the terms of Section 8 of these T&C; or (b) as a file of either ARC Entries or BOC Entries (as such terms are defined in the Rules), provided that, among other things, (i) Client has entered into an Automated Clearing House Payments Agreement or Master Agreement and ACH Origination Product Terms & Conditions (which agreement, as the same may be from time to time amended, restated, supplemented or otherwise replaced or amended is hereinafter called the “ACH Payments Agreement”) with M&T, and (ii) such Items are eligible under the Rules to be processed as ARC Entries or BOC Entries. Client agrees that Client is an Originator (as such term is defined in the Rules) with respect to all ARC Entries and BOC Entries originated under this Service. If there is a conflict between the terms of the Master Agreement or these T&C and the ACH Payments Agreement with respect to ARC Entries and BOC Entries originated under the terms of this Service, the Master Agreement shall control.

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

6) Representations and Warranties. In addition to the representations and warranties that it makes in the Master Agreement, Client and its Servicer represents and warrants to M&T for each Item that is part of each Deposit: (a) Client is entitled to enforce the instrument; (b) all signatures required for transfer of the Item (including, without limitation, the indorsement of any third party payee) are on the Item and all such signatures are authentic and authorized; (c) the Item


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has not been altered; (d) the Item is not subject to a defense or claim of recoupment of any party that can be asserted against Client; (e) Client and its Servicer has no knowledge of any insolvency proceeding commenced with respect to the maker of the Item; (f) all Data transmitted to M&T regarding the Item accurately represents the routing transit number, the account number, the check number and the amount of the Item; (g) the Image transmitted to M&T of the Item accurately represents the image of the front and back of such Item as of the time when scanned; (h) the Image of the Item transmitted to M&T is legible; (i) the Item has not been previously deposited (conventionally or by electronic means); (j) such Item will not be subsequently deposited (conventionally or by electronic means); and (k) Client and its Servicer have no knowledge that the Item is subject to a stop payment order. With each transmission of each Deposit designated to be processed as a file of ARC Entries or BOC Entries, Client and Servicer represents and warrants to M&T that Client has fully complied as an Originator with the Rules with respect to each ARC Entry or BOC Entry originated from each Item that is part of such Deposit. M&T may recover from Client or its Servicer as damages for any breach of warranty an amount equal to the loss suffered as a result of the breach or warranty, including, without limitation, consequential damages and expenses related to M&T’s enforcement of its remedies against Client or its Servicer , including further, without limitation, attorneys’ fees and expenses.

7) Remotely Created Checks. If M&T has agreed and informed Client or its Servicer that it may use the Remotely Created Check (“RCC”) feature of the Service, then for each transmission of each Deposit under this Service, in addition to the representations and warranties made in Section 6 above, Client and its Servicer represents and warrants to M&T for each Item in the Deposit that is an RCC that: (a) it has obtained valid and due authorization to (i) create such RCC, and (ii) debit the account indicated on the RCC for the amount of the RCC; (b) the RCC has been created solely for the purpose of collecting receivables due from Client’s customers as compensation for services rendered or goods purchased or for such other purposes agreed to by M&T in writing and permissible under the Federal Trade Commission’s Telemarketing Sales Rule (16 CFR Section 310) together with any amendment or modification to it, any replacement of it and any administrative interpretations of it (the “Telemarketing Rule”); (c) with respect to such RCC, Client has in all respects complied with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (d) the Image and Data of such RCC was captured from a paper RCC. Client and its Servicer agrees to comply with any and all procedures instituted by M&T from time to time to monitor (e) Client’s compliance with the Telemarketing Rule, Regulation CC and all other applicable federal or state laws or regulations pertaining to RCCs; and (f) fraudulent activity in accordance with the Fair and Accurate Credit Transactions Act of 2003 (the “FACT Act”), together with all regulations and guidelines associated with the FACT Act. In addition, Client and its Servicer agrees to provide, upon M&T’s request, any and all information and/or documentation regarding any individual RCC or series of RCCs. Nonetheless, Client and M&T agree that M&T shall have no duty or obligation to monitor Client’s compliance with the Telemarketing Rule. Client promises to pay the amount of any and all substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service and returned to M&T for any reason, including, without limiting the foregoing, lack of maker’s signature, lack of authorization, insufficient funds, refer to maker, account closed, or breach of warranty. As between Client and M&T, Client hereby waives any defense or claim it may have related to non-payment and the return of substitute checks or electronic return items created from Data and Images from RCCs previously deposited under this Service, and acknowledges that such waiver is a material part of the consideration between the parties under the Master Agreement. Client and its Servicer shall not redeposit by the means described in these T&C, or any other means, (g) RCCs that have been previously returned to Client unpaid, and (h) substitute checks or electronic return Items created from Data and Images from RCCs it has previously deposited. Client and its Servicer shall not deposit any Item that does not meet the requirements applicable to RCCs regardless of whether Client believes such Items to be the similar to or the functional equivalent of an RCC.

8) M&T’s Processing of Deposits. If accepted by M&T, M&T will process each Deposit by provisionally crediting the Client’s Account with the Deposit for the Deposit Amount (subject to the M&T’s verification), and (a) if Client or its Servicer has designated the Deposit as a DDA Deposit, by (at M&T’s sole discretion) (i) printing or causing to be printed substitute checks, or (ii) transmitting the Data and Image for each Item in such Deposit to a Federal Reserve Bank, a correspondent Bank, a clearinghouse or directly to the bank on which such Item was drawn; or (b) if Client or its Servicer has designated that the Deposit is to be processed as a file of either ARC Entries or BOC Entries, by transmitting the ARC Entries or BOC Entries as an ODFI (as such term is defined in the Rules) to the ACH (as such term is defined in the Rules). Upon receipt of a Deposit that Client or its Servicer has designated to be processed as a file of either ARC Entries or BOC Entries, M&T may, but shall not be required to, review the transmitted Data and Images with respect to the Items within such Deposit to determine whether they are eligible to be originated as ARC Entries or BOC Entries. In the event M&T determines that any Item is not so eligible, and provided such Item is otherwise acceptable to M&T for deposit, M&T shall process the Item for deposit as an Item received in a Deposit designated as a DDA Deposit. In no event, however, shall M&T have any liability to Client or its Servicer in connection with an Item processed as an ARC Entry or BOC Entry that was ineligible to be so processed under the Rules. Notwithstanding anything in the Master Agreement or these T&C to the contrary, M&T reserves the right, at its sole discretion, for whatever reason, to process any one or more, or all, Items included in any Deposit as Items in a DDA Deposit, even though the Deposit has been designated as a Deposit to be processed as a file of either ARC Entries or BOC Entries.

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

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

(b) M&T Purchased Scanners: M&T may, on behalf of Client, purchase one or more scanners (each, a “M&T Purchased Scanner”) to be used by Client or its Servicer (and their respective authorized representatives) for the Services under these T&C. M&T shall incur the cost of purchasing any M&T Purchased Scanner, provided that Client is solely responsible for any income or other taxes or duties that may be assessed on Client in respect of it receiving an M&T Purchased Scanner and, if Client is a government entity, Client must reimburse M&T the cost of such Scanner. Upon delivery of a M&T Purchased Scanner, Client shall be deemed the sole owner of such M&T Purchased Scanner (and legal and equitable title to such M&T Purchased Scanner shall at all times be with Client (not M&T) and all risk of liability, damage or loss relating to such M&T Purchased Scanner and its use shall remain solely with Client. If the Services under these T&C are terminated for any reason (other than by M&T without cause) prior to the (6) month anniversary of the date that Client commenced receiving the Services under these T&C, Client must reimburse M&T the cost of each M&T Purchased Scanner that M&T purchased on behalf of Client.

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


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Client. M&T shall in no way be responsible (a) for any failure of any Approved Scanner to function as purported by the original vendor or licensor of such Approved Scanner, or (b) for any consequences of such failure.

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

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

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

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

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

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

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

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

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

11) Liability. Client and its Servicer shall defend (if M&T, in its sole discretion, elects to have Client or its Servicer defend), indemnify M&T against and hold it harmless from any and all Losses (including Losses in excess of the amount of any Item), incurred by M&T, and/or actions, claims, demands or suits made or brought by any person, becoming due, arising under, out of, as a result of, in connection with or related to any Item accepted by M&T for deposit under the terms of these T&C, provided the same has not directly resulted from M&T’s gross negligence or willful misconduct. Without limiting the foregoing, Client and its Servicer shall indemnify M&T and any recipient of a substitute check made from any Data and Image of any Item deposited in any Account under the terms of these T&C or the Master Agreement, and any subsequent recipient of such substitute check for any Loss incurred by any recipient of a substitute check if that Loss occurred due to the receipt of a substitute check instead of the original Item. Client and its Servicer shall indemnify M&T for all Losses incurred by M&T in the enforcement of the Master Agreement, including these T&C including, without limitation, the enforcement of the indemnities provided in this Section. The indemnities provided in this Section are in addition to Client’s indemnities in the Master Agreement and are not limited to the amount of any Item.

12) Survival. The provisions of Section 11, Client’s obligation to produce the original of, or a Copy of, any Item accepted within any Deposit upon M&T’s request in accordance with Section 2 hereof, and Client’s liability for breach of any representation and/or warranty made in Sections 6 and 7 hereof shall survive termination of the Master Agreement.

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

Zero Balance Account Service

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

Product Description This Service permits Client to maintain a commercial checking account with a zero balance into which funds may be transferred from linked accounts designated by Client in order to cover Debits presented for payment against the zero balance account.

Definitions “Debit” means checks, transfers and other items presented against the Account for payment “Parent Account” means an Account that holds funds that may be transferred to a linked Zero Balance Account from time to time for the payment of Debits presented against the Zero Balance Account


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“Ultimate Parent Account” means a concentration Account that is the final Parent Account in any chain of linked Zero Balance Accounts and Parent Accounts. “Zero Balance Account” means a commercial checking Account in which Client may maintain a Target Balance or zero balance, as designated by Client, until such time as items will be presented against that Account for payment, at which time a transfer will be made into the Zero Balance Account from the linked Parent Accounts to the extent that available funds are in the Accounts.

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

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

2) Debits from Zero Balance Accounts. When a Zero Balance Account does not have sufficient available funds to cover any Debits from the Account, M&T will automatically transfer to the Account available funds in the chain of Parent Accounts to which the Zero Balance Account is linked in an amount sufficient to pay the Debits. If there are insufficient available funds in the chain of Parent Accounts to pay any such Debits, M&T reserves the right, in its sole discretion, to pay or return any Debits. If M&T pays any Debit that overdraws a Zero Balance Account (because of the lack of sufficient available funds in the linked Parent Accounts to cover the Debit), the payment of the Debit will result in an overdraft. Each overdraft will be subject to the terms of the Master Agreement.

3) Restoration of Target Balance. If, after payment of all Debits from a Zero Balance Account, the available funds in the Zero Balance Account are less than the Account’s Target Balance, M&T will automatically transfer to the Account any available funds in the linked Parent Accounts in an amount sufficient to bring the Zero Balance Account to its Target Balance. If there are insufficient available funds in the Parent Accounts to restore the Zero Balance Account’s Target Balance, M&T reserves the right, in its sole discretion, to advance funds to restore the Account’s Target Balance, and, any such advance of funds will result in an Overdraft Loan.

4) Funds in Excess of Target Balance. At the close of each posting day, M&T will automatically transfer to a linked Parent Account any available funds in a Zero Balance Account that are in excess of the Zero Balance Account’s Target Balance.

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

6) Termination. In addition to the parties’ rights of termination in the Master Agreement, this Service may be terminated at any time by either party upon five (5) Business Days’ notice to the other party.

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

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

All Services

The following Section of the Booklet sets forth terms and conditions (“Ts&Cs”) that apply to all Services. Client Security Procedures

This Section sets forth security procedures requirements and obligations of Client for any Service used by Client that involves the use of Security Procedures.

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

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

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

2) Monitor Accounts Daily. Client shall monitor its Accounts on a daily basis and notify M&T immediately upon learning of any unauthorized transaction. Client acknowledges that this may help reduce losses from any unauthorized transaction.

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

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

5) Confidentiality. To help prevent the unauthorized use of or access to Client’s Accounts and Services, Client shall (and shall cause its personnel and representatives to) keep strictly confidential and restrict and guard access to:


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(a) All aspects of the Security Procedures, including any Client IDs, user IDs, Client or user passwords, tokens, security codes, personal keys, personal identification numbers, digital certificates/signatures or template numbers;

(b) All User Guides, (c) All information transmitted, made available or delivered to Client by M&T by any means or by Client to M&T, and (d) All information downloaded or accessed by Client. Client shall distribute such Security Procedures and information only to its authorized personnel on a need-to-know basis. Client is solely responsible for designating individuals authorized to access Services and Client shall use the utmost care in selecting any entity or individual given access to use one or more of the Services and for limiting the number of persons given access to the Services. Client’s above confidentiality obligations survive termination of any Service or the Master Agreement.

6) Client’s Internal Security Procedures. Client is solely responsible for its own internal security and its internal procedures to assure the confidentiality of the Security Procedures and information described in Section 4 above, as well as Client’s own internal security procedures, security devices and codes, and assumes all risk of accidental disclosure or inadvertent use of any such information or security procedures by any party whatsoever, whether such disclosure or use is on account of Client’s negligent or deliberate acts or otherwise. Client shall implement and maintain appropriate internal security procedures and features to maintain information security and safeguard against unauthorized transactions, including, but not limited to: (a) Physical security and access control; (b) Credential security; (c) User access that incorporates controls such as segregation of duties; (d) Workstation security standards, such as operating system hardening guidelines; (e) Antivirus and anti-spyware controls, firewall controls, restricted use guidelines to prevent exposure to such threats etc.; (f) Network security standards such as network architecture, perimeter protection, firewalls, intrusion detection etc.; (g) Closely and regularly monitor the activities of its personnel and representatives who have access to the Services or otherwise have access to, or

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

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

to Client’s or its service provider’s systems. Client shall periodically update its internal security procedures to address new fraud threats to which Client may become exposed.

7) Authorization Limits and Controls. Client shall institute and enforce effective internal policies and procedures to ensure that its personnel use the Services only as authorized and within the limits of his or her permission or authority, and only for the specific features for which they have authority. M&T is not responsible if any person exceeds the limits of their authority or permission rights, or unauthorized personnel gain access to a Service through the use of the Security Procedures.

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

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

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

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

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

Servicers

This Section sets forth terms and conditions applicable to Client’s use of a Servicer (as defined in the Master Agreement) on behalf of Client in respect of any Service (such as the ACH Origination Service, Image Deposit Cash Letter Service and Remote Check Deposit Service). The ability to use a Servicer may not be available for certain Services.

Terms and Conditions 1) Designation of Servicer. If Client wishes to use a Servicer for any Services, Client shall notify M&T of its requested Servicer on a Client Election Form (or such

other form acceptable to M&T) with respect to the relevant Service for which the Servicer will be used. Client’s designation of a Servicer shall not be effective unless and until M&T approves such designation and has had a Reasonable Time to Act upon the designation. M&T reserves the right, in its sole discretion, to reject any Servicer requested by Client for any Services. Client will provide to M&T such information as M&T may reasonably request in relation to such Servicer. Client may not use a Servicer unless and until (a) such Servicer is designated and approved by M&T in accordance with this Section 1 and (b) Client ensures such


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Servicer enters into a separate written agreement with M&T as described in Section 2 below. For the avoidance of doubt, the provisions below shall apply even if Client does not, in breach of this Section 1, obtain M&T’s approval to use such Servicer as described in this Section 1.

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

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

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

5) Actions of Servicers. Client shall ensure its Servicer complies with the provisions of the Master Agreement, including the relevant User Guides and T&Cs in this Booklet. In addition to Client’s general assumption of liability for the acts of its Authorized Representatives in the Master Agreement, Client assumes all risks resulting from the appointment of the Servicer as its agent, and hereby instructs M&T to act upon any instructions received from its Servicer in its capacity as agent for Client, without inquiry, as though such instructions had been received directly from Client. Any information referenced in Section 4 above that is sent to or received by M&T purportedly to or from Servicer on behalf of Client will be deemed to be information sent to or received by Client for all purposes under the Master Agreement. Any action taken or not taken by Servicer will be deemed to be an action taken or not taken by Client for all purposes under the Master Agreement.

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

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

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

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

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

11) Termination of Servicer. Except as otherwise provided in this subsection, the authority of the Servicer to act as Client’s agent with respect to the Services will remain in effect until the later to occur of: (a) the date that M&T actually receives written notice of termination of such Servicer from Client (in such form as acceptable to M&T) and M&T has had a

Reasonable Time to Act upon it. (b) the date specified as the termination date in Client’s written notice to M&T of termination of the Servicer (in such form as acceptable to M&T). Notwithstanding the foregoing, M&T will have the right to terminate the Servicer’s authority to act as Client’s agent with respect to the relevant Services immediately upon providing written notice of such termination to the Servicer and to Client. Any termination of the Servicer’s authority to act as Client’s agent or any resignation by the Servicer as Client’s agent will not affect any of Client’s obligations arising prior to the effective date of such termination or resignation.