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2009-44FCC Tm Ti4IRD 93ANK Terms and Conditions Positive Pay Alerts Service Through Fifth Third Direct These Terms and Conditions are part of the "Terms and Conditions" referred to in the Master Treasury Management Agreement (the "Master Agreement") currently in effect between the "Customer" identified in the signature block below ( "you ") and Fifth Third Bank ( " we" or "us" 1. Services Description These are the "Terms and Conditions" under which we will provide to you our Email Alerts Service (the "Service ") as an enhancement to our Positive Pay service for your checking accounts ( "Check Positive Pay "). This Service will alert your designated users with an email message ( "Alerts ") that exceptions are available for you to view and decision on Fifth Third Direct. Our system is designed to send Alerts each hour until the decision has been completed and submitted to us through the Check Positive Pay service you are using. Set Up and Implementation The Alerts Service will be available to you for set up once we receive an executed copy of these Terms and Conditions. The Service is only available through Fifth Third Direct and is administered for you by your Fifth Third Direct Administrator ( "Administrator "). You must enroll in Fifth Third Direct in order to receive and manage the Alerts Service. In that process, you will appoint your Administrator. In addition to any other authority your Administrator may have, the Administrator will have the very important authority with respects to this Service to • manage the Service on your behalf, • designate and remove the users authorized to act as Authorized Agents for this Service and designate the email addresses to receive Alerts, and • administer Security Procedures for this Service. We will rely on the authority of the Administrator and users designated by the Administrator until you give us written notice of a change and we have a reasonable opportunity to act on the notice. Access to and use of the Service through user IDs and passwords created for you will be considered as authorized by you. You are solely responsible for the actions, access, instructions and decisions of your Administrator and the designated users. 2. Precautions. Information Provided to Us. You are solely responsible for ensuring that the email addresses your Administrator provides are correct, that you have properly functioning internet service, software and necessary hardware, and that the email accounts of your designated users are fully enabled to timely receive emails from us. Informational Use. Alerts are provided for your information and convenience only. This Service is designed to assist you in using our Check Positive Pay Service, but is not intended as a substitute for proper account management or regular monitoring for exceptions, unmatched checks and similar reports and notices. If there is a decision for you in Check Positive Pay and we do not receive instructions from you, we will carry out your default decision you gave us (or are deemed to have given us) with your Check Positive Pay service for suspect or unmatched checks or payee mismatches, regardless of the reason we did not receive an instruction from you, even if you have not received an Alert from us. Nothing contained in these Terms and Conditions amends, supersedes or nullifies anything contained in any other agreement between you and us, or affects your responsibilities or obligations to us including under the Terms and Conditions for Check Positive Pay. An Alert does not constitute a bank record for the account to which it pertains. April 2009 Delivery Risks Your receipt of any Alert may be delayed or prevented by your internet service provider, delays in the internet generally, traffic congestion, failure of telecommunications systems, delays or failures associated with your systems and many other circumstances beyond our control. We do not guarantee the delivery of any Alert. We will not be liable in any way for non - delivery, delayed or wrong delivery of an Alert, inaccurate content in an Alert, or your use of, or reliance on the absence or contents of any Alert for any purposes. Security. You are solely responsible for the security of the Alerts delivered to the addresses designated by your Administrator. Alerts are sent via the internet without being encrypted or otherwise coded in any way, and may include your name and certain information pertaining to your account. We are not responsible if an unauthorized person has access to the Alerts. You agree to institute, observe and enforce effective security processes and procedures to ensure the security of the information contained in the Alerts. Replies. You are not permitted to reply to email Alerts; any reply you do send will not be read or acted upon. Any questions or comments should be directed to your relationship manager or as directed for the Service to which the Alert relates. You should never respond to any email or other request purportedly from us to provide your account numbers or security details such as passwords. Any such purported request or other unusual emails purportedly from us or part of the Service must be reported to us immediately. 3. Miscellaneous Representations. We each represent to the other that these Terms and Conditions have been authorized by all necessary corporate or other entity action and are our valid, legal and binding obligation. You represent and confirm to us that each person signing below on your behalf is an Authorized Agent. Master Agreement. This document is part of the "Terms and Conditions" as defined in the Master Agreement. Your use of the Service is subject to all of the terms and conditions contained in the Master Agreement as it may be amended. Capitalized terms used but not defined in these Terms and Conditions including "Fifth Third Bank" have the meaning provided in the Master Agreement. * * ** *Signature Page Follows * * * ** II Signature Page to Email Alerts Service These Terms and Conditions have been executed on behalf of the parties by their duly authorized representatives. CUSTOMER NAME: Signed (PRINT) Its: q6 Q Its: (TITLE) FIFTH THIRD BANK By: Its: y Dated: l *Signed: _ By: (PRINT) (TITLE) *second signature if required by Customer's resolutions Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp. Member FDIC.