Terms & Conditions

Business Bill Pay Service Terms and Conditions

The following sets forth the terms and conditions (the "Terms and Conditions") under which
Bank has agreed to provide Business Bill Pay Services to Customer. These Terms and
Conditions are part of and incorporated in the Master Agreement for Treasury Management
Services (the "Master Agreement") between Bank and Customer.

A. Services. Bank agrees to provide Business Bill Pay Services to Customer with
respect to the accounts that customer has designated on forms provided by the Bank.
Customer agrees to comply with these Terms and Conditions of the Business Bill Pay
Service.

B. Eligible Accounts. Account types eligible for enrollment in the Business Bill Pay
Service includes those accounts governed by Federal regulation as a transaction account,
such as a checking account. Non-transaction accounts, such as a savings or money market
accounts, are ineligible for such enrollment. The Business Bill Pay Service is only applicable
to Customer's checking account(s).

C. Right to Limit Payees. Bank reserves the right to restrict Payees or Payee
categories to which payments are made through the Business Bill Pay Service from time to
time. Any loss Customer incurs as a result of such payments, including, but not limited to,
additional penalties or fines, is Customer's sole responsibility.

D. Transaction Limitations. Customer's total transaction limit on which payments may
be scheduled from Customer's account(s) is equal to the available balance in Customer's
account(s), but may not exceed the following amounts for each Business Day: $250,000.00
for checks and/or ACH payments, $10,000.00 for outbound transfers, and $10,000.00 for e-
mail payments.

The maximum amount for each transaction type may not exceed the following amounts for
each transaction: $250,000.00 for checks and/or ACH payments, $10,000.00 for outbound
transfers, and $10,000.00 for e-mail payments. Without limiting the foregoing, Customer
may request a transaction amount greater than the amounts noted above. At Bank's
discretion, such request may be granted when certain conditions exist, including, but not
limited to, the available balance in Customer's account(s).

E. Payment Due Dates. Funds will arrive to Customer's Payee as close to the
designated date (payment date) in Customer's payment instruction as reasonably possible.
Consistent with and subject to these Terms and Conditions and the Master Agreement,
Customer authorizes Bank, and any third party acting on Bank's behalf, to choose the most
effective method to process Customer's payment, including without limitation, electronic,
paper or other draft means. The requested payment date must always be a Business Day.
In the event Customer's preferred payment date falls on a non-Business Day, Customer
may select the first Business Day after Customer's preferred payment date or the previous
Business Day prior to Customer's preferred payment date.

In order for Customer's payments to be considered timely, the payment date must be on or
before the Payee's due date. The time it takes for Bank to process Customer's payment
instruction is dependent upon the Payee and payment method. Thus, Customer's
knowledge as to the payment processing time for each of Customer's Payees is crucial to
Customer's success of making timely payments. Notwithstanding, upon the completion of
Customer's payment request, Customer will receive a confirmation number for each
payment instruction Customer initiates as long as the Payee is a valid Payee. Unless
Customer receives such confirmation number, Bank is not liable to Customer for any failure
to process Customer's payment, including any finance charges or late fees Customer incurs
as a result.

F. Canceling or Modifying a Payment. Customer may cancel or modify a pending
payment up to 2:00 p.m. CT on the same Business Day it was scheduled, except for those
payments which are processed immediately. As soon as a payment has been processed, it
cannot be canceled or modified. In the event Customer wishes to place a stop payment
order after 1:00 p.m. CT on the transaction date, please call the Business Bill Pay Support
Center AT ONCE at 877.296.4125 (Monday through Friday, 7:30 a.m. to 11:00 p.m. Eastern
Time).

G. Late Fees. When Customer adheres to the procedures described in the Master
Agreement to schedule a payment and is assessed a late fee, Bank will reimburse Customer
for such fee, up to a maximum amount of $100, when reasonable proof is presented to the
Bank. Notwithstanding, the foregoing is subject to the limitations set forth in the Master
Agreement, including, but not limited to, Section H below.

In the event Customer does not adhere to the procedures described in the Master
Agreement, or Customer schedules a payment for a Payee that requires more processing
days than the selected payment date allows, Customer bears full responsibility for all
penalties and late fees. Under such circumstances, Customer acknowledges and agrees
that the Bank shall be held harmless.

Customer agrees that Bank assumes no liability when a payment is posted late or
misapplied after the payment is received by the Payee. Nonetheless, this absence of
liability does not preclude Bank or Bank's third party service provider from Bank's
responsibility to investigate such events when and if they occur.

H. Error Resolution. Customer acknowledges and agrees to notify Bank AT ONCE if
Customer discovers any unauthorized transaction(s) or error(s), or if Customer believes
such transactions or errors have been made by calling 800.839.2801 (Client Support)
followed by a written affidavit. Customer acknowledges and agrees that the written affidavit
must be received by Bank within 14 calendar days from the date of Customer's verbal
notification or from the date Customer received the first periodic statement, report or notice
reflecting the unauthorized transaction(s) or error(s), whichever occurs first.

Customer also agrees to (1) limit use and access of all access number(s), password(s), log-
in ID(s), security tokens, personal identification number(s), passcode(s) and account number
(s) to Customer's trusted employees who will have access to Bank's Business Bill Payment
Services in order to perform their employment duties; (2) instruct those employees that
they are not to disclose their access number(s), password(s), log-in ID(s), security tokens,
personal identification number(s), passcode(s) and account number(s) to any other person;
and (3) establish and maintain all procedures necessary to assure that all access number
(s), password(s), log-in ID(s), security tokens, personal identification number(s), passcode
(s) and account number(s) will be maintained in strictest confidence.

Customer must notify us AT ONCE in the event Customer has reason to believe that any of
Customer's access number(s), password(s), log-in ID(s), security tokens, personal
identification number(s), passcode(s) or account number(s) have become known by any
unauthorized person by calling 800.839.2801 (Client Support). The security procedures
used by Customer and Bank in connection with the Services are used to verify the
authenticity and legitimacy of communication, including, but not limited to, transfer
instructions received by Bank in Customer's name, and are not intended to detect errors of
such communication.

Furthermore, it is Customer's sole responsibility to notify Bank AT ONCE in the event an
authorized person's access to the Business Bill Payment Services should be revoked by
calling 800.839.2801 (Client Support). Bank is not liable or responsible to Customer for any
transactions conducted by any user whose authority to use the Business Bill Payment
Services is no longer in effect until Bank has received notice from Customer to the contrary
and has had a reasonable amount of time to act upon such notice.

I. Limitation of Liability in Connection with Business Bill Payment Services.
The amount of any claim Customer brings against Bank in connection with any account(s) or
transaction with Bank in connection with the Business Bill Payment Services is subject to
reduction and Bank's right to set-off on the basis of negligence or failure to use reasonable
care on the part of (i) Customer, (ii) any owner or signer on the relevant Customer account
(s), (iii) any user of the Business Bill Payment Services authorized by Customer, or (iv) any
of Customer's agents or employees, which negligence or failure to use reasonable care
contributed to the loss that is the basis of Customer's claim. Customer further agrees that
(a) Bank's liability with respect to any such claim will be limited to the face value of any
item or transaction improperly dishonored or paid or the actual value of any deposits not
properly credited or withdrawals not properly debited, and (b) except as otherwise required
by applicable law, Bank shall not be liable for any loss of profits, incidental, special, indirect,
exemplary, consequential or punitive damages.

Customer agrees to reimburse Bank for any liability, loss, cost and expense Bank may incur
in connection with Customer's account(s) except to the extent that such liability, loss, cost
or expense was caused solely by Bank's intentional misconduct.

The rights and obligations of Customer and Bank under this Section I of these Terms and
Conditions shall be in addition to and not in limitation of the rights and obligations of
Customer and Bank under Section I.E of the Master Agreement.

QUESTIONS:
Should you have any questions regarding these terms and conditions, please contact
Treasury Management Client Support at 1.800.839.2801.