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IMA�3E POSITIVE PAY SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Welis Fargo Bank, N.A. ("Bank°) Image Positive Pay service(°Service")and includes: (a) this Seroice Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Tertns of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office� (CEO� portal. If there is a conflict among the documents comprising the Service Documentation, they will govem in the order listed above. Company's use of the Seroice conflrms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO�portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Servlce. The Service enables Company to instruct Bank to pay or return counterfeit Checks, Checks othervvise not validly issued and certain altered Checks presented to Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service (each, an "Account°). Each Business Day, Bank electronically compares the serial number and numeric amount of each Check presented to Bank for payment before Bank's separately- disclosed cutoff time on the prior Business Day to Company's Check Issue Data(see section 5). In accordance with section 7, Bank will notify Company of each Check that does not match Company's Check Issue Data (each, an"Exception Item°) and will pay or retum each Exception Item in accordance with this Service Description. "Check" refers to each check presented for payment on Company's Account, whether it is counterfeit, not validly issued, altered or validly issued by Company. A "Business Day" is every day except Saturdays, Sundays, and fede�al holidays. Except as othervvise provided in this Service Description, enroliment in Bank's Account Reconcilement Pian ("ARP")Service is required. 3. Service Options. Company may enroll an Account in one of three options of the Service. The Service options differ based on (a) when Bank electronically compares a Check to Company's Check Issue Data (before or after posting the Check to Company's Account); (b) Bank's handling of errors on Checks; (c) the content of Bank's report to Company of discrepancies between a Check and Company's Check Issue Data ("Exceptions Report"); and (d) the time by which Company must notify Bank of Company's pay or return decision ("Decision Deadline"), as spec�ed in the Exceptions Report. Each discrepancy is an "Exception,"and each Check with a discrepancy is an"Exception Item." TM-1418 Imape Poskive Pay Servke DescrlpNOn Paq�e 1 of 5 ReNsed 04-3a2014 ATTY/AGR/2016.186NVELLS FARGO BANKING AGREEMENT