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2017-128 FIFTH THIRD BANK Amendment to Master Treasury Management Agreement and Online Channel Access Agreement Between THE CITY OF CLERMONT AND FIFTH THIRD BANK This Amendment is entered into between Fifth Third Bank, hereinafter called "Bank", and the City of Clermont, hereinafter called "City" and sets forth the terms and conditions pursuant to which Bank will provide service the City the banking services as set forth in the Master Treasury Management Agreement dated October 31, 2016 ("MTMA"), Online Channel Access Agreement dated November 28, 2016 ("OCAA"), Bank's response to the City's Banking RFP dated May 12, 2016"collectively,the "Agreements"). 1. In the case of any conflict between this agreement and the MTMA that cannot be reasonably reconciled,the provisions of the MTMA shall prevail except that Section 8 of this agreement controls over the governing law section of the MTMA and OCAA. Bank and City will honor the terms of this Contract for a five(5) year term beginning on October 1,2017,subject to annual compliance and service evaluations for continuance into ensuing years. The parties further agree that upon mutual consent the Agreements may be extended for two (2) additional years. 2. Bank prior written approval is required for any entities wishing to join in this Amendment or these Agreements. 3. The City will have the option to either a) Maximize non-interest bearing balances to receive Earnings Credit that mitigates all banking charges and earn interest 35bps on excess balances, or b) Earn interest on all balances at the rate of 35 basis points and pay banking charges directly from the City's account. Banking charges will be billed quarterly and based on the volume of services utilized in accordance with the Pricing Statement attached to this agreement. Any additional services added will increase the quarterly bill by that service's monthly fee as agreed upon by the Bank and the City at the time of implementation. If option b) above is chosen, then the Bank will automatically debit the City's account for service charges. In addition, the Bank agrees to provide the City a one-time credit of$5,000.00 (five thousand)towards banking charges. 4. On non-interest bearing balances,the City will receive a minimum earnings credit rate (ECR)of forty five (45bps) basis points. Deposit Administration Fee (DAF)will be 7 basis points. This is a flat rate. The Bank agrees to review the ECR on an annual basis to ensure the rate remains competitive and if not competitive,the Bank will adjust upward. 5. This Amendment and its enforcement shall be governed by the laws of the State of Florida. This agreement shall inure to the benefit of the Bank and its successors (whether by merger, consolidation of otherwise)and assigns, and shall be binding upon the City and its administrators, successors and assigns. Updated version:August 2016 FIFTH THIRD BANK 6. If any provision or condition of this Amendment shall be held to be invalid or unenforceable by any court, regulator or self-regulatory agency or body,such invalidity and unenforceability shall apply only to that provision or condition. The validity of the remaining provisions shall not be affected,and this Agreement shall be carried out as if such invalid or unenforceable provision or condition were not contained herein. 7. Either party may terminate this Agreement and all subsequent obligations with respect to such services upon one-hundred twenty(120)days prior written notice to the other party. No such termination shall affect any obligations previously incurred by either party under this Agreement. S14 t9C14 Executed this day of • , 2017 Fifth Third Bank (North Florida) , - Q Witnesses '41 By: ditiAZt • X"N.�«La�••G�/I"" t�G1 Dauri A.Sandison Treasury Management Sales Officer Vice President City of Clermo , Florida Witn sses By: /L / Name: -4 L. Pi tGk{ f. 14bWC Title: VC\NA - Updated version:August 2016 FIFTH THIRD BANK Exhibit A Banking RFP Pricing 43pdated vecsion:August 2.016 SECTION — K FEE SCHEDULE Listed below is a summary of the average monthly volumes for the various types of services currently being utilized by the City. Volumes are estimates and not guaranteed as minimums or maximums. Based on the information contained in this proposal, provide unit charges for the new services. The respondent shall use this format, adding any other service fees that will be charged. In addition, respondents are requested to provide the information below electronically (Excel format is preferred) to the City. Fees not included on the following table should be included at the bottom of each section as applicable. OPTION: 45BPS AND .07 DAF WITH $5,000 RETENTION BONUS Description AFP Current Unit Price Monthly Cost Code Volume Standard Services DISB CHECKS PAID 15 01 00 269 .0550 $14.80 ELECTRONIC DEBITS 15 01 00 45 .0550 $2.48 TRANSACTIONS COMPOSITE GROUP 01 99 99 1 .0000 $0.00 CHK RETURNED ITEM OR CHARGEBACK 10 04 00 17 1.5000 $25.50 DISB CHECK PAID MICR 15 03 00 1 .3550 $0.36 REJECT & REPAID PAPER ANALYSIS 01 04 11 6 4.0000 $24.00 STATEMENT FEE MONTHLY MAINTENANCE 01 00 00 5 $5.0000 $25.00 PAPER ACCOUNT 01 03 10 5 $5.0000 $25.00 STATEMENT FEE CHK PAPER CHECK ADMIN 10 10 30 3,126 $0.0000 $0.00 FEE WIRE INCOMING 35 03 00 4 $6.3000 $25.20 STRUCTURED SECTION — K FEE SCHEDULE RFP No: 16-034 DEPOSIT ADMINISTRATION 00 02 30 43,657,000 .0700 FEE NEGATIVE COLLECTED FEE 00 02 30 0 .180000 $0.00 ZBA PARENT ACCOUNT 01 00 20 1 15.0000 $15.00 ZBA SUB-ACCOUNT 01 02 21 3 10.0000 $30.00 ZBA NOTIONAL BALANCE 01 99 99 2 .0000 $0.00 STATEMENT ZBA MULTI-TIER 01 00 21 1 40.0000 $40.00 ACH Processing ACH CREDIT RECEIVED 25 02 01 220 .0550 $12.10 ACH DEBIT RECEIVED 25 02 00 31 .1900 $5.89 ACH ADDENDA RECEIVED 25 02 02 174 .0850 $14.79 ACH POSITIVE PAY FILTER 25 10 50 3 .0500 $0.15 ACH POSITIVE PAY 25 10 50 4 .0000 $0.00 MO MAINT ACH POSITIVE PAY 25 99 99 17 .0500 $0.85 PAID ITEM ACH RETURNED 25 03 02 8 3.5000 $28.00 TRANSACTION ACH NOTIFICATION OF 25 03 02 6 3.5000 $21.00 CHANGE ACH DIRECT SEND 25 00 00 2 30.0000 $60.00 MONTHLY MAINT ACH DIRECT SEND 25 01 01 848 .1500 $127.20 ORIGINATED CR SECTION - K FEE SCHEDULE RFP No: 16-034 ACH DIRECT SEND 25 01 01 3,474 .1500 $521 .10 ORIGINATED DR ACH DIRECT SEND FILE 25 01 01 7 .3000 $2.10 PROCESS ACH ONLINE MONTHLY FEE 99 99 99 1 25.0000 $25.00 ACH RETURN/NOC RPT VIA 25 04 00 3 15.0000 $45.00 WEB Deposit Processing COMMERCIAL DEPOSITS 01 01 01 2 .2000 $0.40 CHK ENCODED ITEMS 10 02 1Z 3,126 .0505 $157.86 DEPOSITED CASH VLT NTWK MONTHLY 10 01 53 2 .0000 $0.00 BASE CHARGE CASH VLT NTWK DEPOSIT 10 01 02 2 3.0500 $6.10 CASH VLT NTWK DEPOSIT 10 01 01 2 .8450 $1.69 COIN LOOSE CASH VLT NTWK DEPOSIT 10 01 48 75 .0012 $0.09 CURRENCY Electronic Deposit— EDM Standard EDM MONTHLY SERVICE FEE 99 99 99 7 25.0000 $175.00 EDM DEPOSIT 99 99 99 137 .7000 $95.90 EDM BEFORE 4:00 PM EST 99 99 99 2,177 .0500 $108.85 EDM AFTER 4:00 PM EST 99 99 99 3,499 .0650 $227.44 EDM ON-US CLEARING 99 99 99 95 .0000 $0.00 SECTION — K FEE SCHEDULE RFP No: 16-034 EDM IMAGE EXCHANGE CLEARING 99 99 99 5,494 .0000 $0.00 Electronic Deposit— Scanner EDM MEDIUM VOLUME 99 99 99 1 .0000 $0.00 SCANNER MONTHLY Disbursements — ARP / Positive Pay ARP MONTHLY BASE 20 01 10 2 .0000 $0.00 CHARGE ARP CHECKS PAID 20 01 00 269 .0600 $16.14 ARP CHECKS ISSUED 20 01 10 245 .0450 $11.03 ARP PAID ITEM 20 03 01 269 .0152 $4.09 TRANSMISSION POSITIVE PAY MONTHLY 15 00 30 2 25.0000 $50.00 BASE CHARGE BANK MAINTAIN POS PAY 15 07 24 1 .0384 $0.04 EXCPTN ARP RETURN ITEM 20 99 99 1 16.2500 $16.25 Disbursements — Check Block CHECK BLOCK MONTHLY 20 99 99 1 10.0000 $10.00 BASE FEE Disbursements — Check Clearing / Returns Standard PAPER REPRESENTMENT 10 04 02 9 .0000 $0.00 RETURNED ITEM SPECIAL 10 04 15 2 1.5000 $1.50 INSTRUCTIONS SECTION — K FEE SCHEDULE RFP No: 16-034 RETURNS MGMT MODULE 10 04 16 2 20.0000 $40.00 RETURNS ITEMS PER IMAGE 10 01 16 34 .0000 $0.00 Disbursements - Image Services / Paid Check Imaging CHECK IMAGING PER 15 13 53 3 .0000 $0.00 ACCOUNT CHECK IMAGING PER ITEM 15 13 51 279 .0000 $0.00 ONLINE IMAGE RETRIEVAL 15 13 55 3 .0000 $0.00 BASE ONLINE RETRIEVAL PER 15 13 52 3 .0000 $0.00 IMAGE Information Reporting AMP - Prior Day Reporting ONLINE STOP PAYMENT PER 15 04 20 3 6.0000 $18.00 ITEM Information Reporting AMP - Portal / Standard ONLINE WIRE MODULE 35 06 10 1 8.0000 $8.00 ONLINE ACH MODULE 25 11 00 1 20.0000 $20.00 Information Reporting AMP - Portal / Prior Day ONLINE PRIOR DAY BASE 40 00 52 1 50.0000 $50.00 ONLINE PRIOR DAY ACCOUNT 40 02 72 5 .0000 $0.00 ONLINE PRIOR DAY DETAIL 40 02 72 806 .0900 $72.54 SECTION - K FEE SCHEDULE RFP No: 16-034 ONLINE STOP 15 04 20 1 .0000 $0.00 PAYMENT BASE FEE Information Reporting AMP — Portal / Intra Day ONLINE INTRADAY BASE 40 00 55 1 .0000 $0.00 ONLINE INTRADAY PER 40 00 55 4 .0000 $0.00 ACCOUNT ONLINE INTRA DAY DETAIL 40 02 74 329 .0900 $29.61 Remote Currency Manager— RCM 1000 CPS 1000 RENTAL 10 01 41 1 52.0000 $52.00 Remote Currency Manager— Recycler CPS 1000 EVERY OTHER WEEK— T 10 01 41 1 251.0000 $251.00 Remote Currency Manager— Standard RCM STD MON BASE FEE 10 01 41 1 201.0000 $201.00 1DAY Retail Lockbox — Standard RLBX MONTHLY 05 00 10 1 160.7500 $160.75 MAINTENANCE RBLX TRANSMISSION 05 04 01 7 8.5000 $59.50 Retail Lockbox — EDM RFP No. 16-034 SECTION - K FEE SCHEDULE RLBX EDM ITEMS PROCESSED 05 02 00 3,243 .1500 $486.45 TOTAL MONTHLY TREASURY FEES _ $3,243.83 ADDITIONAL RECOMMENDATIONS ACH TRANS CONTROL MTHLY 99 99 99 15.0000 BASE TRANSACTION VIEW INQUIRY 99 99 99 1.0000 RETURN ITEM IMAGE 99 99 99 18.75000 TRANSMISSION RLBX LONG PER IMAGE 05 50 15 .0157 RLBX LONG TERM STORAGE 99 99 99 .0157 10 YEAR ARCHIVE EARNINGS CREDIT 45BPS 45 BPS DEPOSIT ADMINISTRATION FEE .0700 PARTNERSHIP RETENTION $5,000 BONUS RFP No: 16-034 END OF SECTION K T ' ..°Nlimurniumirrn...""mm.'---- FIFTH THIRD BANK ONLINE CHANNEL ACCESS AGREEMENT This Online Channel Access Agreement("Agreement") is between "Channel Services"means,collectively,the Access Channels the undersigned"Customer"and Fifth Third Bank("we"or"us")and and the services,functionality,content and features available is effective as of the date set forth on the Signature Page. for use with or through the Access Channels as more particularly set forth in this Agreement and the applicable 1. Channel Services Channel Service Schedule or Bank Agreement (but not including the Bank Services themselves). 1.1 Definitions. As used in this Agreement,the following terms have the indicated meanings: "Credentials" means the user name, passwords and other identifying and authentication inputs and/or procedures that the Mobile the Channel Administrator and Users use or apply in order to Access Channels" means Fifth Third Direct, access the Channel Services. Apps and other websites or portals,and direct access we make available to our commercial,business and financial institution "Mobile Apps" means the applications or "apps" we make customers. Our Access Channels do not include portals or available and authorize for downloading by Customer and other means of access that may be provided by or available Users on Mobile Devices. through a third party and clearly marked as such. "Security Procedures" means use of Credentials, call back "Affiliate"means,with respect to Customer,any entity that is protocols,tokens,software and other systems or procedures to directly or indirectly controlled by the Customer indicated on verify the authenticity of the use of a Channel Service. the Signature Page through ownership of at least a majority of the equity interests of,or voting control over such entity. "Related Account"means a demand deposit,savings, lease, loan,commercial card,transaction or investment account with "Bank Agreements" means each of the separate written Fifth Third Bank or other provider of the applicable Bank agreements,account documentation,notes,related agreements Service in Customer's name or to which Customer or any of and other documents and instruments in effect between its subsidiaries or affiliates has been granted access by express Customer and us or one of our affiliates by which we or our authority of the account owner that has been authorized by affiliate provides and which govern the applicable Bank Customer for access through a Channel Service. Service. "Bank Services" means and includes our treasury "Users" means personnel, or sets or types of personnel including the Channel Administrator, whose right to use the management,currency processing,equipment finance,credit, Channel Service have been established in accordance with a letters of credit and documentation, commercial card, Channel Service Schedule or this Agreement. correspondent banking, capital markets, wealth management and other services and products we or one of our affiliates "User Rights" means the entitlements and other rights provide to our business and commercial customers that can be provisioned by the Channel Administrator or us to a User, accessed through the Channel Services. subject to any restrictions imposed by the Channel Administrator or us (including rights to certain types of "Channel Service Schedule"means a schedule or addendum Channel Services,dollar amount,account and transaction type executed by us and Customer that expressly refers to or limitations, Channel Services and approval processes) with incorporates this Agreement and sets forth the features, respect to some,all or a defined set of the Channel Services. functionality and other aspects of the Channel Service available to Customer for a particular Bank Service. 1.2 Description. Our Channel Services enable "Channel Administrator" means (a) the individual or access to,and online management of,the Bank Services we and other subsidiaries of Fifth Third Bancorp provide,all as further individuals initially appointed by Customer as Administrator described in this Agreement.This Agreement,together with the for the Channel Service and so provisioned by us in the set up applicable Channel Service Schedule and applicable provisions of and implementation process, (b) individuals appointed by the Bank Agreement relating to the use of the Channel Services,if Customer to replace a Channel Administrator pursuant to any,govern Customer's use of our Access Channels and Channel change forms we require,and(c)each person appointed as a Services. Channel Administrator for one or more Bank Services or functions within a Bank Service or Channel Service by an existing Channel Administrator through the Channel 1.3 Bank Services. Each of the Bank Services Services,each of whom shall have the authority of a Channel is governed by the applicable Bank Agreement. Nothing in this Administrator as set forth in this Agreement. Agreement expands, changes, limits or restricts any of the respective obligations or rights of the parties under the applicable "Channel Documentation"means the online or text manual Bank Agreement. It is the intention of the parties that this and user guides we provide to Customer that contain technical Agreement (together with the applicable Channel Service specifications, instructions and guides for using a Channel Schedule or Channel Services provisions of the applicable Bank Service. Agreement) and each Bank Agreement be construed and September 2016 interpreted to give effect to the respective provision of each to the 2.5 Restrictions. Customer agrees that it will greatest extent practical. In the case of any conflict between this not, and will not allow its employees, contractors, agents or Agreement and a Bank Agreement that cannot be reconciled,the vendors to,directly or indirectly: (a)decompile,reverse engineer, provisions of the Bank Agreement control to the extent necessary disassemble or otherwise attempt to derive source code or trade to resolve the conflict. In the case of an irreconcilable conflict secrets relating to the Channel Services;(b)copy(except in the between any provision of a Channel Service Schedule and this case of normal backups and archival copies), reproduce, or Agreement,the provisions of this Agreement shall control to the incorporate any portion of the Channel Services, or seek to extent necessary to resolve the conflict. If Fifth Third Bank is not circumvent any restrictions or measures controlling access to the a party to the Bank Agreement, Customer acknowledges and Channel Services;(c)license,lease,encumber,distribute,resell, agrees that Fifth Third Bank is providing the Channel Services in or otherwise transfer,co-brand,frame,or link any portion of the conjunction with the provider of the Bank Services under that Channel Services; or (d) adapt, modify, transform or create Bank Agreement and consents to all access to the Bank Services derivative works of,any aspect of the Channel Services(including provided through this Agreement. the removal or alteration of any copyright, trademark or proprietary rights notice). 1.4 Use and Enhancements. Use of an Access Channel is subject to the terms of use, if any, disclosed to 3. Channel Administration Customer through the applicable portal or Channel Service. We reserve the right to add Channel Services, enhance the 3.1 Channel Administrator. Our Channel functionality and features of the Channel Services and extend the Services include administrative features for the management of the application of the Channel Services to other Bank Services at any Channel Services. The administrative features are controlled and time without notice. We also reserve the right to materially managed for Customer by a Channel Administrator. The Channel change the functionality of the Channel Services but will provide Administrator has broad authority to manage the Channel Services at least thirty(30)days'notice to affected Customers before doing including the authority and responsibility to appoint additional so. Channel Administrators with the Channel Administrator authority for one or more Bank Services, each of which Channel 2. Process Administrator has the authority to: 2.1 Set Un and Implementation. Customer may • select and configure features and Channel elect to enable Channel Services for one or more Bank Services Services for Customer's specific requirements; through the corresponding Bank Agreement or Channel Service Schedule. In the set up process for a new or added Channel • designate and delete Users, and assign and Service, we require that Customer provide us with information administer User Rights (except where Bank necessary to establish the Channel Service and establish the specifically reserves this right to itself in a authority of the Customer representatives executing this Channel Schedule or Bank Agreement); Agreement and the Channel Schedule, and providing set up • select and administer Security Procedures and information to us.We will rely on the information provided to us User controls related to the Channel Services; by Customer in this process in establishing and providing the • Channel Services to Customer. Any changes by Customer to the enable use of Mobile Apps for Users for information provided to us must be made in writing. certain Bank Services; • accept and act on all communications from us 2.2 Limited Use. We grant Customer, for regarding the Channel Services; and, Customer's intemal business purposes solely in connection with a • designate itself as a User with rights to the Bank Service, a non-exclusive, non-transferable, limited and Channel Services for some or all of the linked revocable right to use and access the Channel Services. Customer Bank Services. agrees to use the Channel Services only in connection with the Bank Services for legitimate business purposes and only in Customer understands that Customer may, at its option, enable accordance and compliance with Applicable Law (as defined multiple or separate Channel Administrators for each Bank Service. below). We provide the Channel Services for the sole and If Customer has included Affiliates (as defined below) under this exclusive benefit of Customer and Customer's Affiliates (as Agreement, Customer may designate separate Channel defined below)who become a party to this Agreement. Customer Administrators for each Affiliate and the Affiliate's Bank Services or agrees not to access or allow Users to access the Channel Services may have a common Channel Administrator for one or more from any country where such use or access is prohibited by United Affiliates. The Channel Administrators(set up by us on Customer's States sanctions regulations, Applicable Law or local law. If instruction in the implementation process)may also have authority access to any software is provided through the Channel Services, for Channel Services over all Affiliates. Customer agrees not to download the software outside the United States. 3.2 Authority. 2.3 Fees. Fees associated with the Channel (a) The Channel Administrator has complete Services,if any,are specified in the applicable Channel Service authority to manage Customer's use of the Schedule or Bank Agreement, or as separately agreed by the Channel Services including enabling rights to parties in writing.Customer is,however,subject to fees,interest Channel Services and Bank Services. As part and other charges as required under the applicable Bank of the set up and implementation process,we Agreement. Customer and Users may be responsible for any will provide the Channel Administrator intemet access or telecommunications charges they incur in designated by Customer with its initial sign-on connection with the use of the Channel Services credentials and establish the Bank Services to which he or she shall have access. The 2.4 Technical Requirements. Our Channel Channel Administrator must then establish its Documentation includes the technical requirements for the use of own password.Customer is solely responsible our Channel Services. for maintaining the privacy and security of the 1 2 Credentials once established and for any use of longer authorized, employed or engaged by Customer, Customer the Channel Services and Bank Services is responsible for terminating that User's User Rights. We may associated with those Credentials. suspend the Channel Services if we believe the security of the Channel Services has been compromised. (b) The Channel Services allow the Channel Administrator to set transaction limitations, 4.4 Customer Responsibilities. In addition to establish controls,develop templates, manage using and protecting the Security Procedures, it is Customer's Credentials(other than User IDs provided by responsibility to: (a) institute and use current and reasonable us) and utilize security features for the measures to mitigate the risks associated with the access to and Channel Services. Failure to properly use of the Channel Services and Bank Services;(b)institute and implement and manage limitations, controls, enforce effective policies and procedures to control the use of the and security features increases the risks of,and Channel Services,and ensure that its personnel use the Channel Customer's exposure to, unauthorized Services only as authorized and within the limits of their transactions. permission or authority;and(c)carefully monitor the activities of the Channel Administrator and Users using the Channel Services (c) Customer will have the option to require for compliance with this Agreement and Customer's internal "Dual Control Administration,"meaning that control policies and require Users to maintain the safety and the approval of a second Channel confidentiality of their Credentials including by regularly Administrator is required to verify the changing their passwords. In addition to taking these measures, designation and authorization of a User. We Customer acknowledges that we offer certain tools designed to recommend that Customer elect to require assist Customer in controlling the incidence of unauthorized use of Dual Control Administration. We will rely on the Channel Services. To the extent Customer chooses not to use the authority of the Channel Administrator and one of these tools or implement reasonable security measures on Users designated by the Channel its own,and that tool or those measures could have prevented the Administrator until we receive written notice fraud,unauthorized activity or loss,Customer will be deemed to have assumed the risk of such fraud, unauthorized activity and of a change from an authorized representative of Customer and we have had a reasonable resulting losses and will be precluded from asserting that we are opportunity to act on the notice. responsible for such fraud,unauthorized activity or loss. 3.3 Designation of Channel Administrator. In 4.5 Customer Systems.Customer is responsible the implementation process,Customer will appoint on a form we for having and maintaining functioning hardware, software, require a person or persons to serve as the initial Channel infrastructure,mobile and other communication devices, Internet Administrator(s). Customer agrees to not permit the sharing of access and service and information technology systems including Credentials or the use any Credentials except by the person reasonable and current security features and protections authorized by Customer or the Channel Administrator. (collectively "Customer Systems") necessary for use with the Access Channels and for meeting the technical specifications set 4. Security sad Security Procedures forth in the Channel Documentation.Customer is responsible any malfunction, compromise, security breach or other misuse or problems with the Customer Systems and for the information 4.1 Effect. Access to our Channel Services is transmitted and received through the Customer Systems. subject to Security Procedures that we establish with Customer. All use of the Channel Services through the Security Procedures 4.6 Additional Authentication.We have no duty will be considered to have been authorized by Customer. The to monitor Customer's use of the Channel Services. We may, Security Procedures are not designed to detect errors in any however, in our discretion, apply a variety of techniques and communications to us or other use of the Channel Services. Use programs that may trigger a requirement for a User to respond to of the Bank Services themselves may be subject to the same or an email or message from us to provide additional authentication additional Security Procedures as required by the Bank Agreement before permitting certain actions of the User including a change in or Channel Service Schedule. We may update our requirements User's profile and certain transactions. Users will not be able to with respect to Credentials by giving Customer notice through the complete the desired actions until additional authentication is applicable Users or Channel Administrator. provided. Customer is not entitled to rely on these programs or techniques as a substitute for its own internal control of the 4.2 Authority. The Security Procedures are in activities of its Users. addition to and do not limit,revoke or affect the authority of any person(whether by course of dealing,under the Bank Agreement, separate instrument or process, or otherwise)to use the Channel 5 Mobile Apps Services, access the Bank Services and communicate with us in Customer's name. 5.1 Description. Our Mobile Apps enable access to certain Channel Services through the use of a supported 4.3 Safeguarding the Security Procedures. electronic wireless device,such as a smartphone or tablet device Customer agrees to maintain the complete security and ("Mobile Device")that operates through a supported carrier and provides Internet capability. Unless we provide Customer written confidentiality of the Security Procedures and Credentials. notice to the contrary,no fees are assessed for use of our Mobile Customer's failure to protect the confidentiality and integrity of Apps. Customer may,however,be subject to fees for use of the the Security Procedures may enable an unauthorized person to use underlying Channel Services or Bank Services accessed through the Channel Services and access Customer's accounts and data, Mobile Apps and may incur charges from its telecommunications and transfer funds from those accounts. Customer must notify us carrier.We are not responsible for any such charges that Customer as soon as reasonably possible if there has been a breach of its or Users may incur. Technical specifications and requirements security,or any Security Procedure or Credentials have been lost, for the implementation and downloading of a Mobile App are stolen, misused or compromised. Customer should contact its found in the Channel Documentation. relationship manager, our customer support services or contact person indicated in the Channel Documentation. If a User is no 3 5.2 fig. The Mobile App for Fifth Third 7.2 Intellectual Property. We and our Direct is available to all Users.Other Mobile Apps may only be Processors(as defined below)or other third parties involved in enabled in the set-up and implementation process. Customer providing the Channel Services (if any) own and exclusively agrees that,where required,the acceptance by Users of software retain any and all patent, trademark, copyright or trade secret and terms of use associated with the acquisition of a Mobile App rights(collectively referred to as"Intellectual Property Rights") is authorized by Customer,and shall be binding upon Customer and any related rights associated with the Channel Services and and each User. Customer consents to receiving electronic notices the software,design,functionality,processes,procedures,systems, and disclosures to Customer or Users relating to the Mobile App know-how, inventions, sales materials, technical materials, through the Mobile App.Customer authorizes us to transmit the Channel Documentation and other materials provided in banking and other information available in an Notifications (as connection with the Channel Services as well as the content and defined below)to Users via their Mobile Devices. other works of authorship provided, displayed or published in connection with the Channel Services. Customer further 5.3 Precautions. The use of Mobile Apps acknowledges and agrees that we or our Processors or such other presents unique risks in addition to those associated with the use third parties, as the case may be, shall exclusively own all of the Internet generally. Those risks include the potential loss or Intellectual Property Rights in and to any and all improvements, compromise of a Mobile Device with a Mobile App,the increased enhancements,derivative works,modifications,or developments exposure to potential unauthorized access to communications and made to or resulting from any of the foregoing, including those to malware and similar invasive software.Customer and the Users developed, worked on, learned, or conceived by us or our assume all risks of using the Mobile Apps for mobile banking,and Processors in connection with providing the Channel Services to are responsible for managing the use and security of the Mobile Customer, and Customer assigns any such rights to us or our Devices to combat these and other risks associated with mobile designee. Customer's sole right is to use the Channel Services as banking. provided in this Agreement. 6. Ekctronic(oinmunicadons 7.3 Availability. While we will use commercially reasonable efforts to have our Channel Services available at all times,one or more of our Channel Services may be 6.1 Consent. Customer agrees and consents that we may,at our option,send to Customer any record,notice, maintenanceteainc unavailablerraddue to curorine or unscheduled disclosure,account statements and other information via electronic or upgrades, or the occurrence of unauthorized means (including through a Channel Service), including activity or other events or circumstances beyond our control including economic and political events,periods of high volume, information that we are required by law to provide to Customer in and system attacks and our response to such events or writing. Electronic communications include commercially circumstances. We shall not be liable if a Channel Service is not reasonable electronic communications methods we employ that available for use at any time. deliver visual text or images to be displayed on a computer or mobile device screen(such as e-mail,SMS or other mobile phone text,and posting through a Channel Service). This is Customer's 7.4 Third Party Software. The Channel consent to receive account statements and other notices from us Services may provide the opportunity to use or access software or electronically. services that are not part of the Channel Services or Bank Services ("Third--Parry Software")but are provided by a third party other than one of our Processors ("Third-Party Provider"). Use of 6.2 Digital Signature. Any authenticated at communication received from Customer via approved electronic Third-Party Software throughalinks . Customer is solely le means will serve as Customer's"digital signature"and may bind Customer's eleand risk and expense. Third-PartyiomPr s resProvider'sponsible Customer to additional terms and conditions relating to the for obtaining and ofcomplying with the d license or terms use. Except where we explicitly provide Channel Services or Bank Services. Any communication otherwise in a Bank Agreement or Channel Service Schedule,we Customer sends to us will not be effective until we actually do not endorse or assume any responsibility for any such Third- receive it and have had a reasonable opportunity to act upon it. Party Software or for any obligation of the Third-Party Provider to Customer. Customer agrees that the Third-Party Provider(and not 6.3 Instructions. Each direction, message or us)is solely liable and responsible to Customer for any problems other instruction sent to us through the Channel Services by a User or claims with respect to the Third-Party Software including any using the User's Credentials and applicable Security Procedures security or data breach. will be treated by us as authorized and shall bind Customer. Customer is responsible for the accuracy, completeness and 7.5 Linked Sites. The Channel Services may timeliness of all such instructions sent through the Channel provide links or other availability on our website through an Services Access Channel to the websites("Linked Sires")of independent third-party service providers(other than our Processors)that are 7. Use of the Channel Services not part of the Channel Services or Bank Services("Linked Site Providers").When Customer leaves the Access Channel to access 7.1 Account Information. The Channel or use a Linked Site,we are not responsible for Customer's use of Services will enable Customer to obtain and manage account and the Linked Site. The Linked Site and any related content,services transaction information for the Related Account. Information or products are solely the responsibility of the Linked Site related to the applicable Related Account is provided "as is," Provider and we assume no responsibility for any Linked Site changes frequently and is subject to updating, verification and even if cobranded. Customer's use of any Linked Site may be correction. Information Customer obtains through a Channel subject to the terms of use for that Linked Site. Customer Service is not the official record of the Related Account unless understands and agrees that we do not supply or control, and otherwise specified. We assume no responsibility for Customer's agrees that we have no liability or responsibility for the content, reliance on any Related Account or Bank Service information products and services or any other matter offered on a Linked Site subsequently updated,verified or corrected. and that we make no promises or representations relating to any Linked Site or its content,products or services. Customer agrees that the Linked Site Provider (and not us) is solely liable and responsible for any problems or claims with respect to the Linked 4 Site including any security or data breach. Consistent with our banking standards prevailing for the provision of online access for Privacy Policy,we may share information with Linked Sites similarly situated financial institutions. Since the Internet is inherently unsecure and since there is a risk 9.3 Limitations. Except as expressed elsewhere that data communications and transfers through the Channel in this Agreement, we make no other representations or Services may be subject to interruption, interception, failure. warranties,either express or implied,of any kind with respect to unavailability, delay or unauthorized access or dissemination the Channel Services, including, without limitation, those of ("Failure Events"), we agree to take commercial)} reasonable merchantability and fitness for a particular purpose. No steps to maintain the security of such data communications and descriptions or specifications constitute representations or transfers, including using encryption and other industry warranties of any kind. We are acting as an independent standard security features. Except where we fail to take such contractor in providing the Channel Service and not as Customer's commercially reasonable steps, we shall not be liable for any agent or as a fiduciary. Failure Events that occur,including any loss of privacy or data, or use by others of such data communications or 10. Customer Representations and Warranties transfers. Under no circumstances, shall we be liable for any Failure Events that occur prior to Customer or the )'ser establishing a secure connection to our authorized portal or after Customer represents and warrants to us that: (a)Customer is duly proper) terminating that connection. organized,validly existing,and in good standing in the jurisdiction in which Customer is organized,and is validly qualified in any other 8. Notifications jurisdiction where Customer does business and is required to be qualified except where the failure to be so qualified would not have a material adverse effect on Customer;(b)the execution,delivery and 8.1 Establishment. Users are required to accept performance by Customer of this Agreement and each Channel certain administrative emails and text notifications and may elect Service Schedule has been authorized by all necessary entity and to receive certain other email or text notifications relating to an governmental action; (c) the person or persons signing this activity, status or action relating to their provisioned Channel Agreement and each Channel Service Schedule on Customer's behalf Services including for additional authentication we may require is (are) duly authorized to do so; (d) this Agreement and each (all such emails and texts, "Notifications"). The Notification Channel Service Schedule represents Customer's legal, valid and feature is set up by each User and depends on the User specifying binding obligation; (e) the execution and performance of this a valid and current email address or phone number. Customer Agreement and each Channel Service Schedule,and the use of the consents to the sending of email and text notifications to Users Channel Services do not and will not violate in any material respect and understands that such messages could result in charges to the any Applicable Law,Customer's entity governing documents,or any Users or Customer for such messages from the carriers of such material agreement by which Customer is bound; and (f) each messages. transaction Customer conducts,and each account Customer has with us is conducted or maintained for a business or commercial purpose 8.2 Informational Use. Notifications are and not a personal,family or household purpose. Customer reaffirms provided for Customer's and User's information and convenience these representations and warranties each time it executes a Channel only. Notifications do not constitute a bank record and are not Service Schedule uses a Channel Service and agrees to promptly intended as a substitute for proper account management or regular notify us if any representation or warranty made by Customer is no use of our account management or other information related Bank longer true. Services. 11. Confidentiality and Privacy 8.3 Delivery Risks. Notifications may be delayed or prevented by a variety of circumstances beyond our 11.1 Customer. Subject to Customer's duties control. We do not guarantee the delivery of any Notifications. under Applicable Law,Customer agrees to keep confidential and Notifications are sent via the Internet or wireless networks without not disclose to any third party(other than its agents)our fees and being encrypted or otherwise coded in any way. We will not be charges, terms of Service, User Guides, software, non-public liable in any way for non-delivery,delayed or wrong delivery of Service features and other proprietary information and systems we Notifications,the content in Notifications,or Customer's use of, or our Processors provide and disclose in connection with the or reliance on,the absence of any Notification for any purpose. Services.Customer acknowledges the exclusive ownership by us Replies to a Notification are not permitted and will not be read or or our Processors of such information, and agrees to use such acted upon. information solely for purposes of using the Services. 9. Our Representations and Warranties 11.2 Bank. We acknowledge that non-public information we obtain from Customer in connection with 9.1 General. We represent and warrant to providing a Service to Customer may be confidential. We will Customer that:(a)we are duly organized,validly existing,and in maintain the confidentiality of such information in accordance good standing in the jurisdiction in which we are organized;(b) with our normal procedures for safeguarding customer the execution,delivery and performance by us of this Agreement information and Applicable Law. Notwithstanding the foregoing, has been authorized by all necessary corporate and governmental we may disclose Customer's information as provided in the Fifth action;(c)the persons signing this Agreement on our behalf are Third Bank Privacy Policy for Commercial Customers available duly authorized to do so;(d)this Agreement represents our legal, through an Access Channel. valid and binding obligation; and (e) our execution and performance of this Agreement and our provision of the Channel 12. Compliance Services do not and will not violate any Applicable Law, our articles of association or bylaws or any material agreement by This Agreement and the use and provision of our Channel Services which we are bound. are subject to all applicable state, federal, local and foreign laws, rules,regulations and other laws including data security and privacy 9.2 Channel Services. We agree to provide the laws and regulations(collectively,"Applicable Law"). Each party Channel Services in accordance with reasonable commercial agrees to comply with Applicable Law in using or providing the 5 Channel Services,as the case may be. Customer agrees to comply admission of liability or agreed to any senlement or other material with the requirements of the Channel Documentation we provide for issue relating to such claim;(c)reasonably cooperates with us at the Channel Services. our expense in the defense or settlement;and(d)at our request, gives us sole control and authority over all aspects of the defense 13. Limitation of Liability or settlement of such claim. CUSTOMER AGREES TO THE MAXIMUM EXTENT 15. Term and Termination PERMITTED BY LAW THAT IN ADDITION TO ANY OTHER LIMITATION ON OUR LIABILITY IN THIS AGREEMENT, 15.1 Tenn. This Agreement is effective as of the ANY CHANNEL SERVICE SCHEDULE OR BANK date set forth on the Signature Page shall remain in effect until AGREEMENT,IN NO EVENT WILL WE(OR OUR OFFICERS, terminated by either party as provided in this Agreement. This DIRECTORS, SHAREHOLDERS, AFFILIATES, EMPLOYEES Agreement shall terminate with respect to a Channel Service or OR AGENTS) BE LIABLE OR RESPONSIBLE FOR ANY Bank Agreement upon termination or expiration of the CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, corresponding Channel Service Schedule or Bank Agreement. SPECIAL OR SPECULATIVE LOSSES, EXPENSES, INJURY, This Agreement or any Channel Service Schedule may,however, COSTS OR DAMAGES(INCLUDING,BUT NOT LIMITED TO, be terminated by either party with respect to one or more Bank LOST PROFITS, REVENUE, SAVINGS, TIME, DATA, Services at any time by giving 30 days' prior written notice of GOODWILL AND OPPORTUNITIES,ATTORNEYS'FEES,AND termination to the other party. COURT AND OTHER DISPUTE RESOLUTION COSTS)THAT CUSTOMER OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT OR ANY 15.2 Bank Termination. We may terminate this CHANNEL SERVICE PROVIDED BY US,EVEN IF WE HAVE Agreement or terminate or suspend any or all of the Channel BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS,COST Services immediately if(a) Customer has breached a material OR DAMAGE AND REGARDLESS OF THE TYPE OF CLAIM. obligation under this Agreement or violated any Applicable Law IN THE CASE OF ANY CONFLICT BETWEEN ANY in connection with the Channel Services; or (b) the continued LIMITATIONS OF LIABILITY IN MIS AGREEMENT, A provision of any of the Channel Services in accordance with the CHANNEL SERVICE SCHEDULE,OR A BANK AGREEMENT, terms of this Agreement would,in our good faith opinion,cause THE BROADER LIMITATION SHALL CONTROL TO THE us to violate Applicable Law or any requirement, policy or MAXIMUM EXTENT PERMITTED BY LAW. directive of any regulatory authority, or would subject us to an unacceptable risk of loss or material security risk. Customer further agrees,to the maximum extent permitted by law, that our liability to Customer arising from any Channel Service will 15.3 Effect. Upon any termination of this be limited to actual monetary damages that are the direct result of our Agreement,Customer shall: (a)securely destroy(or return to us if failure to exercise reasonable care in providing the Channel Service. we so request)at Customer's expense all Channel Documentation We shall not be responsible for any act or omission of Customer's and related materials, and all copies and reproductions thereof, officers,employees or agents,or of any third party(other than our whether written or in magnetic media and whether received from Processors and subcontractors),or for any failure to act by us if we us or otherwise;and(b)have no further right to make use of the reasonably believed taking the omitted action would have violated Channel Services. Applicable Law.Customer is also subject to any further limitations of liability set forth in an applicable Channel Service Schedule or 15.4 Survival. Termination of the Channel Bank Agreement Service or this Agreement does not relieve or release Customer or us from any of our respective obligations that arose or became 14. Indemnification Obligations effective prior to such termination. In addition,all provisions of this Agreement relating to the parties'warranties,representations, 14.1 Customer. To the fullest extent not confidentiality or non-disclosure obligations, proprietary rights, prohibited by Applicable Law,Customer agrees to indemnify and limitation of liability and indemnification shall survive the hold us and our officers, directors, employees, affiliates, termination of the Channel Services or this Agreement. shareholders and agents harmless from and against any and all losses,liabilities,damages,actions,claims and expenses including 16. Force Majeure court costs and reasonable attorneys'fees and expenses("losses") resulting directly or indirectly from,or arising in connection with: Neither party shall be responsible, and neither shall incur (a) Customer's breach of any of Customer's agreements, any liability to the other,for any failure,error,malfunction or any delay representations,warranties or covenants in this Agreement or any Channel Service Schedule;(b)Customer's violation of Applicable in carrying out any of its obligations under this Agreement directly Law in connection with any Channel Service or this Agreement; resulting from causes beyond such party's reasonable control, or(c)Customer's use of the Channel Services and our complyingincluding without limitation, fire, casualty, lockout strike, unavoidable accident, failure of the Internet or telecommunications with or carrying out any instruction or other direction given to usystems, act of God, act of terrorism, riot, war or the enactment, in accordance with this Agreement or a Channel Service Schedule. Customer is not,however,obligated to indemnify us or hold us issuance or operation of any adverse governmental law, ruling, regulation,order or decree,or an emergency that prevents such party harmless for any Loss directly resulting from our gross negligence or willful misconduct. from operating normally. 17. Mutual Waiver of Jury Trial 14.2 Bank. To the fullest extent not prohibited by Applicable Law,we agree to indemnify and defend or settle at our own expense any action brought against Customer to the Each party agrees that any suit,action or proceeding,whether as part of a claim or counterclaim,brought or instituted by either party on or extent that it is based on a claim that a Channel Service as used by with respect to this Agreement or the Channel Services or any event, Customer in accordance with this Agreement directly infringes a transaction or occurrence arising out of or in any way connected with copyright,trademark or patent or constitutes misappropriation of a third-party trade secret, provided, however, that Customer: (a) this Agreement or the Channel Services shall be tried only by a court promptly notifies us in writing of such claim;(b)has not made any and not by a jury. EACH PARTY EXPRESSLY, KNOWINGLY 6 AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY Ohio,without regard to Ohio's conflict of law principles,and with JURY IN ANY SUCH SUIT,ACTION OR PROCEEDING. applicable federal laws and regulations. Customer irrevocably submits to the nonexclusive jurisdiction of the state and federal 18. Processors courts in Ohio and agrees that any legal action or proceeding with respect to this Agreement may be commenced in such courts. Customer acknowledges and agrees that we may arrange for certain or all of the aspects of the Channel Services including software and 19.5 Notices. All notices and other processing to be performed or provided by third-party processors communications by either party relating to this Agreement or the expressly engaged by us ("Processors"). To the extent we have Channel Services shall be given promptly in writing or electronic engaged a Processor, we are responsible for the aspects of the medium and shall be effective either on the date it is actually Channel Service provided by such Processor. received or five (5) days after it is mailed, sent by courier, transmitted or posted,whichever is earlier. The address to which 19, Miscellaneous all notices(other than notices given electronically as permitted in this Agreement and notices to the Channel Administrator) 19.1 Entire Agreement. This Agreement concerning this Agreement or the Channel Services shall be sent together with the applicable Channel Service Schedule and to Customer is that address we have in our records with respect to Channel Services provisions of the Bank Agreement(if any) , this Agreement. The address for notice to us will be as we specify applicable terms of use (if any) constitutes the complete and to Customer in writing. exclusive statement of the agreement between the parties with respect to the Channel Services and supersedes any prior or 19.6 Counterparts. The Agreement may be contemporaneous agreements between the parties with respect to executed in counterparts, each of which shall be deemed an such Channel Services. Nothing in this Agreement confers a right original and all of which shall constitute a single instrument. or benefit on any person or entity other than us and Customer, except for our Processors. If Customer and Bank are already 19.7 Severability. If performance of the Channel subject to a Master Treasury Management Agreement or interne Services in accordance with the terms of this Agreement would access agreement for Fifth Third Direct upon execution of this result in a violation of any Applicable Law or governmental policy Agreement, the provisions of this Agreement supersede and to which we are subject, then this Agreement shall be deemed replace in their entirety the provisions of such agreement relating amended to the degree necessary to comply with such Applicable to the access and use of Fifth Third Direct or any other Channel Law,and we shall incur no liability to Customer as a result of such Seryice. violation or amendment. If any provision of this Agreement is held to be invalid,illegal or unenforceable,such provision shall be 19.2 Amendment. This Agreement and any valid,legal and enforceable to the maximum extent permitted by Channel Service Schedule may be modified by a written such holding and the validity, legality, or enforceability of the agreement executed and signed by the parties. We may,however, other provisions of this Agreement will not be affected or modify this Agreement or any Channel Service Schedule by impaired by such holding. giving Customer written notice or posting the modification on the Access Channel; if Customer or a User uses or accesses the 19.8 Headings. Headings are for reference applicable Channel Services after the expiration of thirty(30)days purposes only and are not part of this Agreement. of the giving or posting of such notice(or a later effective date specified in such notice or posting),Customer is bound by this 19.9 Waiver. No party's failure or delay in Agreement and Channel Service Schedule as so modified. exercising any right or remedy under this Agreement will operate Notwithstanding the foregoing, if a modification to this as a waiver of such right or remedy,nor shall any waiver by either Agreement or any Service Schedule is required by or under party of any breach of the other party's obligations under this Applicable Law or by a regulatory authority with jurisdiction over Agreement operate as a waiver of any prior,current or subsequent us or is, in our good faith opinion, necessary to preserve or breach. No waiver will be effective unless made in writing. enhance the security of the Channel Services,we may modify this Agreement or Channel Service Schedule by giving Customer notice of the modification by any means permitted by Applicable 19.10 Electronic Copies. The parties agree that Law,and the modification will be effective immediately upon us this Agreement and Channel Service Schedules may be executed giving such notice, and delivered by facsimile or electronic mail in PDF or similar format and that the copies or counterpart signature pages so sent shall be treated and have the same force and effect as delivery of 19.3 Assignment. Customer may not sell,assign an original with a manual signature. Our records as to the or transfer any of its rights or obligations under this Agreement executed Agreement shall be controlling. We may, however, without our prior written consent. We may assign our rights and require that Customer deliver an original of this Agreement with a obligations under this Agreement in whole or in part without manual original signature. Customer's consent (a) pursuant to, or in connection with any merger,consolidation or amalgamation involving us or our parent company,or the sale or transfer of all or substantially all of our 20. Affiliates assets or stock, or (b) in connection with the sale or other disposition involving a line of our business to which this 20.1 Joinder. By executing this Agreement, Agreement relates. We will use reasonable efforts to notify Customer,each Affiliate of Customer listed on the Signature Page Customer of any such assignment. Customer expressly reserves (if any),and we agree that each such Affiliate shall have all of the its right to terminate any or all Services in the event of any such rights and obligations of, and shall for all purposes be a party transaction. under this Agreement as, "Customer." Each Affiliate will be deemed to make to us all representations and warranties of,and 19.4 Governing Law: Venue. This Agreement will be subject to and undertake all obligations as "Customer" and any claims or disputes relating to or arising out of this under this Agreement. Additional Affiliates can be added through Agreement or the Channel Services shall exclusively be governed an addendum to this Agreement in the form required by us and by, and construed in accordance with, the laws of the State of executed by Customer,that Affiliate and us. • 7 20.2 Representation. Customer represents and prompt payment and performance by each Affiliate of all • warrants to us that each entity signing this Agreement as an obligations they or any of them may incur under this Agreement, Affiliate meets the definition of Affiliate. including in any case that any payment to us by an Affiliate is set aside, rescinded or otherwise required to be returned in any 20.3 Guarantee. The Customer first indicated on bankruptcy or similar proceeding. the Signature Page unconditionally guarantees to us the full and WITNESS,the parties have caused this Agreement to be executed by their respective duly authorized representatives. CUSTOMER NAME: FIFTH THIRD BANK G1T�I OF GLER 4oNT .t ffL. Tax ID: 5`^ . " ► 2 ' D, ��` ,� Print name: u~,, 4. `S'`Q,,c)i.tgal By: ►` ', A , v/0 /� L S I� Print title: Print name: C-r�/ /' / r 7 —/ 7 Print title: a ya r DATE: NOTE: If required by resolution,second officer of Customer must (Second Bank Officer sign below By: By: Print name: X)/ / / XA70 0 Print name: // Print title: VI C— — r[�., /r7e/`t 7-- Print title: DATE: /0 —/7—/ Signing as a duly authorized officer or agent of each of the Affiliates listed below: By: Print name: Print title: This Agreement includes the following Affiliates: Affiliate Name: Tax ID No.: TM Legal 09.2016 4314080.1 8 FIFTH THIRD BANK Pricing Amendment This Pricing Amendment ("Amendment") is an amendment to the Master Treasury Management Agreement (the "Master Agreement") currently in effect between the "Customer" identified on the Signature Page below ("you") and Fifth Third Bank ("we" or "us). All capitalized terms not otherwise defined in this Pricing Amendment have the meaning provided in the Master Agreement. 1. Account Fees. This Pricing Amendment establishes the Account Fees for the Services we provide you pursuant to the Master Agreement or otherwise. The Fee Schedule attached to this Amendment shall govern for the term commencing on the "Effective Date" specified below and ending on the "Expiration Date" specified below. This Amendment is not valid unless the Fee Schedule is attached at the time of signing this Amendment. On the day following the Expiration Date, the Account Fees shall adjust to the then rates offered by us to customers with similar credit and relationship characteristics unless you and we have otherwise expressly agreed in writing. 2. Effect. This Amendment amends the Master Agreement solely for purposes of establishing the Account Fees for you during the Term. All provisions of the Master Agreement not inconsistent with this Amendment remain unchanged and in full force and effect, and are ratified and confirmed. In the case of any conflict between the provisions in the Master Agreement and this Amendment, the provisions of this Amendment shall prevail. 3. Miscellaneous. We represent and warrant to each other that this Amendment has been authorized by all necessary corporate or other entity action, and that the person signing this Amendment on our behalf is duly authorized to do so. This Amendment evidences the entire agreement and understanding between us with respect to the subject matter of this Amendment and supersedes all prior agreements and discussions between us with respect to that subject matter. EXECUTED THIS OGTVg>Ct l 2 7 Term of this Amendment: From Off- -r g 1, 20/7 ("Effective Date")to S1err t-i;tett 30, 2bL2 ("Expiration Date") FIFTH THIRD BANK CUSTOMER C17/ dfekr rnd • By: dao-4" By, Print name: �c4". - %. •=x'', 11/..419".1 Print name: (;at/ AS I7 Print title: v P Print title: /"6 d r 190315.1 Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp. Member FDIC FEE SCHEDULE (Attached) This Amendment is NOT valid unless the Account Fee information is attached TM Legal 11 2014 751928.2 190315.1 SECTION — K FEE SCHEDULE Listed below is a summary of the average monthly volumes for the various types of services currently being utilized by the City. Volumes are estimates and not guaranteed as minimums or maximums. Based on the information contained in this proposal, provide unit charges for the new services. The respondent shall use this format, adding any other service fees that will be charged. In addition, respondents are requested to provide the information below electronically (Excel format is preferred) to the City. Fees not included on the following table should be included at the bottom of each section as applicable. OPTION: 45BPS AND .07 DAF WITH $5,000 RETENTION BONUS Description AFP Current Unit Price Monthly Cost Code Volume Standard Services DISB CHECKS PAID 15 01 00 269 .0550 $14.80 ELECTRONIC DEBITS 15 01 00 45 .0550 $2.48 TRANSACTIONS COMPOSITE GROUP 01 99 99 1 .0000 $0.00 CHK RETURNED ITEM OR 10 04 00 17 1.5000 $25.50 CHARGEBACK DISB CHECK PAID MICR 15 03 00 1 .3550 $0.36 REJECT & REPAID PAPER ANALYSIS 01 04 11 6 4.0000 $24.00 STATEMENT FEE MONTHLY MAINTENANCE 01 00 00 5 $5.0000 $25.00 PAPER ACCOUNT 01 03 10 5 $5.0000 $25.00 STATEMENT FEE CHK PAPER CHECK ADMIN 10 10 30 3,126 $0.0000 $0.00 FEE WIRE INCOMING 35 03 00 4 $6.3000 $25.20 STRUCTURED SECTION — K FEE SCHEDULE RFP No: 16-034 DEPOSIT ADMINISTRATION 00 02 30 43,657,000 .0700 FEE NEGATIVE COLLECTED FEE 00 02 30 0 .180000 $0.00 ZBA PARENT ACCOUNT 01 00 20 1 15.0000 $15.00 ZBA SUB-ACCOUNT 01 02 21 3 10.0000 $30.00 ZBA NOTIONAL BALANCE 01 99 99 2 .0000 $0.00 STATEMENT ZBA MULTI-TIER 01 00 21 1 40.0000 $40.00 ACH Processing ACH CREDIT RECEIVED 25 02 01 220 .0550 $12.10 ACH DEBIT RECEIVED 25 02 00 31 .1900 $5.89 ACH ADDENDA RECEIVED 25 02 02 174 .0850 $14.79 ACH POSITIVE PAY FILTER 25 10 50 3 .0500 $0.15 ACH POSITIVE PAY 25 10 50 4 .0000 $0.00 MO MAINT ACH POSITIVE PAY 25 99 99 17 .0500 $0.85 PAID ITEM ACH RETURNED 25 03 02 8 3.5000 $28.00 TRANSACTION ACH NOTIFICATION OF 25 03 02 6 3.5000 $21.00 CHANGE ACH DIRECT SEND 25 00 00 2 30.0000 $60.00 MONTHLY MAINT ACH DIRECT SEND 25 01 01 848 .1500 $127.20 ORIGINATED CR SECTION - K FEE SCHEDULE RFP No: 16-034 ACH DIRECT SEND 25 01 01 3,474 .1500 $521.10 ORIGINATED DR ACH DIRECT SEND FILE 25 01 01 7 .3000 $2.10 PROCESS ACH ONLINE MONTHLY FEE 99 99 99 1 25.0000 $25.00 ACH RETURN/NOC RPT VIA 25 04 00 3 15.0000 $45.00 WEB Deposit Processing COMMERCIAL DEPOSITS 01 01 01 2 .2000 $0.40 CHK ENCODED ITEMS DEPOSITED 10 02 1Z 3,126 .0505 $157.86 CASH VLT NTWK MONTHLY 10 01 53 2 .0000 $0.00 BASE CHARGE CASH VLT NTWK DEPOSIT 10 01 02 2 3.0500 $6.10 CASH VLT NTWK DEPOSIT 10 01 01 2 .8450 $1.69 COIN LOOSE CASH VLT NTWK DEPOSIT 10 01 48 75 .0012 $0.09 CURRENCY Electronic Deposit— EDM Standard EDM MONTHLY 99 99 99 7 25.0000 $175.00 SERVICE FEE EDM DEPOSIT 99 99 99 137 .7000 $95.90 EDM BEFORE 4:00 PM EST 99 99 99 2,177 .0500 $108.85 EDM AFTER 4:00 PM EST 99 99 99 3,499 .0650 $227.44 EDM ON-US CLEARING 99 99 99 95 .0000 $0.00 SECTION — K FEE SCHEDULE RFP No: 16-034 EDM IMAGE EXCHANGE CLEARING 99 99 99 5,494 .0000 $0.00 Electronic Deposit— Scanner EDM MEDIUM VOLUME 99 99 99 1 .0000 $0.00 SCANNER MONTHLY Disbursements — ARP / Positive Pay ARP MONTHLY BASE 20 01 10 2 .0000 $0.00 CHARGE ARP CHECKS PAID 20 01 00 269 .0600 $16.14 ARP CHECKS ISSUED 20 01 10 245 .0450 $11.03 ARP PAID ITEM 20 03 01 269 .0152 $4.09 TRANSMISSION POSITIVE PAY MONTHLY 15 00 30 2 25.0000 $50.00 BASE CHARGE BANK MAINTAIN POS PAY 15 07 24 1 .0384 $0.04 EXCPTN ARP RETURN ITEM 20 99 99 1 16.2500 $16.25 Disbursements — Check Block CHECK BLOCK MONTHLY 20 99 99 1 10.0000 $10.00 BASE FEE Disbursements — Check Clearing / Returns Standard PAPER REPRESENTMENT 10 04 02 9 .0000 $0.00 RETURNED ITEM SPECIAL 10 04 15 2 1.5000 $1.50 INSTRUCTIONS SECTION — K FEE SCHEDULE RFP No: 16-034 RETURNS MGMT MODULE 10 04 16 2 20.0000 $40.00 RETURNS ITEMS PER IMAGE 10 01 16 34 .0000 $0.00 Disbursements — Image Services / Paid Check Imaging CHECK IMAGING PER 15 13 53 3 .0000 $0.00 ACCOUNT CHECK IMAGING PER ITEM 15 13 51 279 .0000 $0.00 ONLINE IMAGE RETRIEVAL 15 13 55 3 .0000 $0.00 BASE ONLINE RETRIEVAL PER 15 13 52 3 .0000 $0.00 IMAGE Information Reporting AMP — Prior Day Reporting ONLINE STOP PAYMENT PER 15 04 20 3 6.0000 $18.00 ITEM Information Reporting AMP — Portal / Standard ONLINE WIRE MODULE 35 06 10 1 8.0000 $8.00 ONLINE ACH MODULE 25 11 00 1 20.0000 $20.00 Information Reporting AMP — Portal / Prior Day ONLINE PRIOR DAY BASE 40 00 52 1 50.0000 $50.00 ONLINE PRIOR DAY ACCOUNT 40 02 72 5 .0000 $0.00 ONLINE PRIOR DAY DETAIL 40 02 72 806 .0900 $72.54 SECTION — K FEE SCHEDULE RFP No. 16-034 ONLINE STOP 15 04 20 1 .0000 $0.00 PAYMENT BASE FEE Information Reporting AMP — Portal / Intra Day ONLINE INTRADAY BASE 40 00 55 1 .0000 $0.00 ONLINE INTRADAY PER 40 00 55 4 .0000 $0.00 ACCOUNT ONLINE INTRA DAY DETAIL 40 02 74 329 .0900 $29.61 Remote Currency Manager— RCM 1000 CPS 1000 RENTAL 10 01 41 1 52.0000 $52.00 Remote Currency Manager— Recycler CPS 1000 EVERY OTHER 10 01 41 1 251.0000 $251 .00 WEEK — T Remote Currency Manager— Standard RCM STD MON BASE FEE 10 01 41 1 201.0000 $201.00 1DAY Retail Lockbox — Standard RLBX MONTHLY MAINTENANCE 05 00 10 1 160.7500 $160.75 RBLX TRANSMISSION 05 04 01 7 8.5000 $59.50 Retail Lockbox — EDM RFP No: 16-034 SECTION - K FEE SCHEDULE RLBX EDM ITEMS PROCESSED 05 02 00 3,243 .1500 $486.45 TOTAL MONTHLY TREASURY FEES $3,243.83 ADDITIONAL RECOMMENDATIONS ACH TRANS CONTROL MTHLY 99 99 99 15.0000 BASE TRANSACTION VIEW INQUIRY 99 99 99 1 .0000 RETURN ITEM IMAGE 99 99 99 18.75000 TRANSMISSION RLBX LONG PER IMAGE 05 50 15 .0157 RLBX LONG TERM STORAGE 99 99 99 .0157 10 YEAR ARCHIVE EARNINGS CREDIT 45BPS 45 BPS DEPOSIT ADMINISTRATION FEE .0700 PARTNERSHIP RETENTION BONUS $5,000 RFP No: 16-034 END OF SECTION K 1.4 User Guide. For some of our Services, sw"t211.. • we may provide in hard copy or make available online an operating manual or user guide("User FIFTH THIRD BANK Guide")to assist Customer in using that Service. 1.5 Accounts. Customer shall at all times MASTER TREASURY have and maintain with Fifth Third Bank one or MANAGEMENT AGREEMENT more accounts (individually an "Account" and collectively the "Accounts") for use in This Master Treasury Management Agreement connection with a Service and maintain in such ("MTMA" or, in this document, this Account sufficient collected balance to cover "Agreement") is between the undersigned Customer's use of, and transactions in, such "Customer"and Fifth Third Bank("we"or"us") Accounts including fees and expenses payable to and is effective when and as of the later date us. executed by us as indicated on the Signature Page to this Agreement. 2. Online Channel Access Agreement 1. Bank Services 2.1 OCAA. This Agreement is one of the "Bank Agreements" referred to in the Online 1.1 Use. Customer desires to obtain, and Channel Access Agreement in effect between we agree to provide the Treasury Management Customer and us (as it may be amended from services ("TM Services" or "Services") as time to time, the "OCAA"). The TM Services provided in this Agreement and the applicable provided under this Agreement are "Bank Terms and Conditions (found in our Terms and Services" for purposes of the OCAA. The Conditions Book or separate addendum to this OCAA governs the Access Channels and Agreement, collectively the "Terms and Channel Services(each as defined in the OCAA) Conditions"or"Service Terms"). Customer may used to access the Bank Services where request a Service by any means we approve applicable and together with this Agreement ("Service Request"). If we accept and approve a govern the TM Services provided to Customer Service Request,we and Customer are subject to contemplated by this Agreement. If Customer the Terms and Conditions for that Service. If uses the Channel Services without having Customer uses a Service before the Service executed an OCAA, Customer will be Request is approved by us, Customer's first use nevertheless be bound by the OCAA in the form of the Service shall be deemed to be Customer's provided or made available to Customer. agreement to the Terms and Conditions for that Service. 2.2 Channel Services. The Channel Services available in connection with these 1.2 Service Terms.Customer acknowledges Services include the ability to view and manage receiving a copy of the Terms and Conditions for Account information, transmit Instructions (as the Services it desires. Once a Service Request defined below) and other directions and is approved by us or Customer is deemed to have decisions to us and other online features as accepted the Terms and Conditions for a described in this Agreement, the Service Terms particular Service, the applicable Terms and or the User Guide. Conditions are incorporated into, and made a part of, this Agreement. Neither party is bound 3. Customer Information by or subject to the Terms and Conditions for any Service Customer does not use. 3.1 Service Information. Customer agrees to provide all information we reasonably require 1.3 Customer Use. We provide the Services in order to set up and provide the Services to for the sole and exclusive benefit of Customer, Customer. Customer(a)represents and warrants and if we approve in writing, Customer's that all information provided or to be provided to Affiliates(as defined below). The Services may us by Customer's representatives is true and only be used for business purposes and not for correct, and (b) agrees to provide any additional personal,household or consumer purposes. information that we reasonably require to enable us to provide the requested Services to September 2016 Customer. Any changes by Customer to the for the accuracy and completeness of each information provided to us must be made in Instruction or communication sent to us. writing and will be effective after we have had a reasonable opportunity to act on the changed 6. Our Representations and Warranties information. 6.1 General. We represent and warrant to 3.2 Personnel. We are entitled to rely upon Customer that:(a)we are duly organized,validly the accuracy of all information and existing,and in good standing in the jurisdiction authorizations received from an officer or in which we are organized; (b) the execution, authorized employee or representative of delivery and performance by us of this Customer (an "Authorized Agent"), and on the Agreement has been authorized by all necessary authenticity of any signatures purporting to be of corporate and governmental action; (c) the an Authorized Agent. Customer agrees to notify persons signing this Agreement on our behalf are us immediately of any change in the status of an duly authorized to do so; (d) this Agreement Authorized Agent. Customer acknowledges that represents our legal, valid and binding we may require a reasonable time period before obligation; and (e) our execution and we act upon any such change. Customer agrees performance of this Agreement and our that we may refuse to comply with requests from provision of the Services do not and will not any individual until we receive documentation violate any Applicable Law (as defined below), reasonably satisfactory to us confirming the our articles of association or bylaws or any individual's authority. material agreement by which we are bound. 4. Fees and Taxes 6.2 Service. We agree to provide the Services in accordance with reasonable Except as expressly provided in a written commercial banking standards prevailing for the pricing agreement or amendment referring to this applicable Service for similarly situated financial Agreement and executed by us ("Pricing institutions. Amendment"), Customer agrees to pay our standard Account and Service fees and charges 6.3 Limitations. Except as expressed in effect from time to time as billed by us. In elsewhere in this Agreement or in the applicable addition, Customer agrees to pay our standard Terms and Conditions, we make no other fees and charges for any requested or required representations or warranties, either express or special service or handling. Customer is implied, of any kind with respect to any Service responsible for all taxes attributable to its use of or our performance of the Services, including, the Services or this Agreement (excluding taxes without limitation, those of merchantability and based on our employees, property or net fitness for a particular purpose. No descriptions income). or specifications constitute representations or warranties of any kind. 5. Instructions 7. Customer Representations and Each payment order, wire transfer instruction, Warranties ACH entry, file,batch release and other message or instruction to us(an"Instruction")that is sent Customer represents and warrants to us that: (a) to us electronically in accordance with this Customer is duly organized,validly existing,and Agreement or the applicable Terms and in good standing in the jurisdiction in which Conditions shall be considered to be an original Customer is organized,and is validly qualified in writing and to have been signed by an any other jurisdiction where Customer does Authorized Agent. Neither party will contest the business and is required to be qualified except validity or enforceability of such an Instruction where the failure to be so qualified would not on the ground that it was not in writing, not have a material adverse effect on Customer; (b) signed by an Authorized Agent or not an the execution, delivery and performance by original. A valid digital signature shall, at all Customer of this Agreement and the Related times, be deemed to be conclusive proof of due Agreements (as defined below) and the use of authorization by Customer of the the Services have been authorized by all communication, Instruction or document to necessary entity and governmental action; (c)the which it relates. Customer is solely responsible persons signing this Agreement and the Related 2 Agreements on Customer's behalf are duly 8.3 Funds Transfers. In connection with the authorized to do so; (d) this Agreement use of our wire transfer, ACH and other funds represents Customer's legal, valid and binding transfer Services, we recommend that Customer obligation; (e) the execution and performance of establish an approval protocol appropriate for this Agreement and the use of the Services do Customer's particular circumstances to prevent not and will not violate in any material respect unauthorized transactions. If Customer does not any Applicable Law, Customer's entity establish and require adherence to an approval governing documents,or any material agreement protocol for such funds transfers or if Customer by which Customer is bound; and (f) each selects a "no approval" option, Customer Account Customer maintains with us,and all use assumes the risks of all transactions that could of the Services,is maintained or used solely for a have been prevented by requiring such protocol legitimate business or commercial purpose and or approval. Funds transfers involving only not a personal, family or household purpose. internal Account transfers may not be subject to Customer reaffirms these representations and all of the Security Procedures for external funds warranties each time it uses a Service and agrees transfers. to promptly notify us if any representation or warranty made by Customer is no longer true. 8.4 Access Devices. Access to some Services may require the use of a security token 8. Security Procedures;Operating in physical, software or virtual form or other Procedures authentication device or process and related software(an"Access Device"). Proper use of the 8.1 Establishment. Access to some of our Access Device is part of the Security Procedure Services is subject to Security Procedures for these Services. The use of the Access Device ("Security Procedures"). Our Security is subject to any terms of use or license Procedures include the Security Procedures for accompanying the Access Device, and may only the Access Channel and other use of be used as and where delivered to Customer and identification codes, personal identification only for the purpose of accessing our Services. numbers and passwords("Identification Codes"), Each Access Device and the related technology, call back protocols, tokens and other systems or documentation and materials at all times remain procedures. The Security Procedures verify the our or the provider's property. origin of Instructions and communications sent to us. We and Customer will agree on the 8.5 Authority. The Security Procedures are Security Procedures for a particular Service in in addition to and do not limit, revoke or affect the set up process for that Service and to changes the authority of any person(whether by course of as needed.Customer agrees to select the Security dealing or otherwise) to transmit Instructions in Procedure that is suitable for Customer in light Customer's name. We may continue to rely of its intended use of the applicable Service or upon such authority and we are authorized to act Services. The Security Procedures are not upon Instructions received from persons acting designed to detect errors in any Instruction to us. pursuant to such authority.Customer is bound by any authorized payment order or other 8.2 Verification. If we accept and act in Instruction, and by use of the Channel Services good faith on a payment order issued to us in by authorized personnel. Customer's name and in accordance with the Security Procedures and any written agreement 8.6 Other Applications. As part of to the between Customer and us, the payment order is Security Procedures, we apply software and effective as Customer's payment order whether other programs and processes ("Additional or not it is authorized,and Customer is bound by Programs") to select certain Instructions for it in accordance with Applicable Law Any other further review and verification by Customer.The Instruction communicated to us in Customer's application of these Additional Programs may name in compliance with the Security delay the processing of your Instructions or other Procedures and all access to and use of Services transaction until we obtain such verification. We and Channel Services using the Security will use reasonable efforts to obtain such Procedures are considered authorized by verification. Customer agrees that these Customer. additional procedures are NOT a substitute for proper Account controls and management on its part. 3 8.7 Certain Potential Effects. We are not address standards for security, confidentiality responsible for our refusal to act upon or delay in and integrity of customer information. We are processing any Instruction that does not comply subject to periodic reviews by our federal with this Agreement or the applicable Terms and banking regulators. Conditions, or as a result of our properly following the Security Procedures or applying 10.2 Breach Incidents. We will notify Additional Programs. Customer of security breach incidents involving Customer's information as required by and in 8.8 Safeguarding the Security Procedures. accordance with Applicable Law. Customer agrees to (a) maintain the complete security and confidentiality of the Security 11. Limitation of Liability Procedures, and (b) institute and use prudent procedures and practices to control access to the CUSTOMER AGREES TO THE MAXIMUM Services and use of the Security Procedures. EXTENT PERMITTED BY LAW THAT IN Customer's failure to protect the confidentiality ADDTION TO ANY OTHER LIMITATION of the Security Procedures may enable an ON OUR LIABILITY IN THIS AGREEMENT unauthorized person to use the Services and OR THE OCAA, IN NO EVENT WILL WE access Customer's Accounts and data. Customer (OR OUR OFFICERS, DIRECTORS, must notify us immediately if there has been a SHAREHOLDERS, AFFILIATES, breach of its security,or any Security Procedure EMPLOYEES OR AGENTS) BE LIABLE OR has been lost,stolen,misused or compromised. RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, 9. Compliance. INDIRECT, PUNITIVE, SPECIAL OR SPECULATIVE LOSSES, EXPENSES, This Agreement, the Terms and Conditions and INJURY, COSTS OR DAMAGES the use and provision of our Services are subject (INCLUDING,BUT NOT LIMITED TO,LOST to all applicable state, federal, local and foreign PROFITS, REVENUE, SAVINGS, TIME, laws,rules,regulations and other laws, including DATA, GOODWILL AND OPPORTUNITIES, without limitation, the Uniform Commercial ATTORNEYS' FEES, AND COURT AND Code in effect in the State of Ohio,the NACHA OTHER DISPUTE RESOLUTION COSTS) Operating Rules & Guidelines ("Operating THAT CUSTOMER OR ANY OTHER Rules"), rules and regulations of any money PERSON MAY INCUR OR SUFFER IN transfer system, check clearing or payment CONNECTION WITH THIS AGREEMENT, clearing house, association or network used by EVEN IF WE HAVE BEEN ADVISED OF us in providing the Services to Customer, the THE POSSIBILITY OF SUCH LOSS, COST regulations and operating circulars of the Federal OR DAMAGE AND REGARDLESS OF THE Reserve Board and all applicable privacy and TYPE OF CLAIM. data security laws (collectively, "Applicable Law"). Both parties agree to be bound by the Our liability to Customer arising from any Operating Rules where applicable and to comply Service or this Agreement will be limited to with Applicable Law in using or providing the actual monetary damages that are the direct Services, as the case may be, including any result of our failure to exercise reasonable care in control or sanction administered by the Office of providing the Service. Notwithstanding the Foreign Asset Control. Customer will not make foregoing, for Instructions which are subject to or accept any payments through or in any UCC Article 4A,we are liable only for damages Accounts with us in connection with unlawful required to be paid under UCC Article 4A. internes gambling. We shall not be responsible or liable for any act 10. Security or omission of Customer's officers, employees or agents, or of any third party (other than our 10.1 System Security. We have implemented Processors and subcontractors),or for any failure policies, procedures, and controls to safeguard to act by us if we reasonably believed taking the Customer information in accordance with omitted action would have violated Applicable Applicable Law including the Interagency Law. Guidelines Establishing Standards for Safeguarding Customer Information which 12. Indemnification Obligations 4 12.1 Customer. To the fullest extent not terms of Service, User Guides, software, non- prohibited by Applicable Law, Customer agrees public Service features and other proprietary to indemnify and hold us and our officers, information and systems we or our Processors directors, employees, affiliates, shareholders and provide and disclose in connection with the agents harmless from and against any and all Services. Customer acknowledges the exclusive losses, liabilities, damages, actions, claims and ownership by us or our Processors of such expenses including court costs and reasonable information, and agrees to use such information attorneys' fees and expenses("Losses")resulting solely for purposes of using the Services. directly or indirectly from, or arising in connection with: (a)Customer's breach of any of 14.2 Bank. We acknowledge that non-public Customer's agreements, representations, information we obtain from Customer in warranties or covenants in this Agreement, the connection with providing a Service to Customer Terms and Conditions or any other agreement may be confidential. We will maintain the with us relating to the Services; (b) Customer's confidentiality of such information in accordance violation of Applicable Law; or, (c) Customer's with our normal procedures for safeguarding use of the Services and our complying with or customer information and Applicable Law carrying out any Instruction or other direction subject to our right to disclose information as given to us in accordance with this Agreement. required in connection with providing the Customer is not, however, obligated to Services or as required by government indemnify us for any Loss directly resulting from authorities. our gross negligence or bad faith. 14.3 Privacy. We agree to comply with 12.2 Bank. To the fullest extent not Applicable Law relating to privacy. prohibited by Applicable Law, we agree to Notwithstanding the foregoing in this Section 14, indemnify and defend at our own expense or we may disclose Customer's information as settle any action brought against Customer to the provided in the Fifth Third Bank Privacy Notice extent that it is based on a claim that Customer's for Commercial Customers available on our use of a Service directly infringes a copyright, website. trademark or patent or constitutes misappropriation of a third-party trade secret, 15. Account Management provided, however, that Customer: (a) promptly notifies us in writing of such claim; (b) has not 15.1 Information Review. Information made any admission of liability or agreed to any regarding transactions with the Services is settlement or other material issue relating to such reported on Customer's periodic Account claim; (c) reasonably cooperates with us at our statement and is also available with one or more expense in the defense or settlement; and (d) of our reporting Services. Customer is gives us sole control and authority over all responsible for monitoring its use of our Services aspects of the defense or settlement of such and all activity in its Accounts with us including claim. individual transactions. Customer agrees to: (a) regularly review the Account information we 13. Recordings; Imaging Records make available to Customer;(b)promptly review the Account statements we send to Customer; Customer authorizes us (but we are not and (c) notify us as soon as reasonably possible obligated) to record electronically and retain of any error, unauthorized transaction or other telephone conversations between Customer and similar matter but, in any case, not more than us. Imaging and electronic records will be thirty (30) calendar days after the information is retained by us in accordance with our policies so made available or sent to Customer(90 days and procedures and copies of such records will in the case of information relating to our fees). be available at Customer's request and expense. 15.2 Prevention. Customer agrees to 14. Confidentiality and Privacy institute, maintain and enforce commercially reasonable procedures to prevent fraud, and 14.1 Customer. Subject to Customer's duties misuse and unauthorized use of the Services under Applicable Law, Customer agrees to keep ("Customer Measures"). In addition to the confidential and not disclose to any third party Customer Measures, we offer a variety of (other than its agents) our fees and charges, Services and other tools designed to assist 5 Customer in reducing or stopping the incidence Overdraft, or any fees, charges or interest of fraud and unauthorized activity in Customer's relating to it. Accounts including positive pay, ACH transaction control, disbursement control, 17. Transaction Limits information reporting and Account management Services. To the extent Customer chooses not to If we in good faith determine that: (a) providing use one of these Services or features or any Service to Customer could reasonably be implement Customer Measures, and the proper expected to result in a violation of any use of that Service or Customer Measure could Applicable Law or a material loss to us; (b) we reasonably have prevented the incidence of would be entitled to terminate the applicable fraud, unauthorized activity or loss suffered by Service under the second paragraph of the Customer, Customer will be deemed to have "Termination" section of this Agreement (with assumed the risk of such fraud, unauthorized or without the lapse of time or notice); or (c) activity or loss so suffered and will be precluded Customer is in default under this Agreement or from asserting that we are responsible for such any Related Agreement, we may limit fraud,unauthorized activity or loss. Customer's transaction volume or dollar amounts, refuse to execute transactions, or 15.3 Account Information. Depending upon terminate that Service to Customer. In addition, the Service features Customer selects, Customer we may restrict or limit the types of Instructions will have access to Account and transaction Customer may send to us for processing or information on a prior day or intraday basis, or execution. We will, to the extent not restricted both. Account information changes frequently by law, promptly communicate our decisions and is subject to updating, verification and regarding such restrictions to Customer. We correction. We assume no responsibility for reserve the right to limit transaction volume or Customer's reliance on any Account or Service dollar amounts in circumstances not described in information subsequently updated, verified or the first sentence of this section, provided we corrected. give Customer prior notice of any material limitation or decrease in previously 16. Overdrafts communicated limitations. Customer agrees to provide us, upon our request from time to time, We may delay or refuse to process any item, with such financial information and statements transaction or Instruction that exceeds the and other documentation as we reasonably amount of available funds in the Account on determine to be necessary or appropriate to which it is drawn or presented or would reduce enable us to evaluate our exposure or risk. the balance in such Account below any required minimum balance (i.e., the item, transaction or 18. Processors Instruction would create an "Overdraft"). We process Items and other debits to Customer's Customer acknowledges and agrees that we may Account in the order described in the arrange for certain or all of the aspects of the Commercial Account Rules(or,for our Business Services including software and processing to be Banking Customers, the Rules and Regulations performed or provided by third-party processors Applicable to all Fifth Third Accounts) or expressly engaged by us ("Processors"). To the similarly named agreement provided to extent we have engaged a Processor, we are Customer governing Customer's Accounts with responsible for the aspects of the Service us ("Account Rules"). If we decide in our provided by them. discretion to process an item, transaction or Instruction despite the Overdraft, Customer 19. Vendors agrees to reimburse us upon demand for: (a) the full amount of any Overdraft or shortfall created Any third party servicer or vendor used by by that item, transaction or Instruction; (b) all Customer in connection with the Services or to Overdraft fees and charges; (c) interest on the whom Customer gives access to any Service, amount of the Overdraft or shortfall for the day through the Channel Services or otherwise the Overdraft or shortfall was created and for ("Vendor") is Customer's agent and not ours, each following day until the Overdraft or and Customer will be liable and solely shortfall has been paid or restored; and (d) all responsible for: (a) any Vendor's failure to Losses we incur in collecting from Customer the comply with this Agreement, the Terms and 6 Conditions or any Security Procedures or Customer becomes subject to any voluntary or operating requirements relating to the Services; involuntary bankruptcy proceeding or any and(b)all fees,costs and expenses owed to each assignment for the benefit of its creditors; (c) Vendor for its services. Customer's financial condition has become materially impaired in our good faith opinion 20. Bank Right based on reasonable evidence such that we believe Customer is likely to be unable to We have the right to obtain payment of any perform its material obligations to us; (d) any unpaid amount owed to us under this Agreement person or group acting in concert that is not a or any Related Agreement by debiting any of controlling stockholder of Customer on the date Customer's Accounts or accounts with any of of this Agreement acquires, directly or indirectly our affiliates at any time(excluding any Account (whether by merger, stock purchase or issuance, expressly titled to clearly demonstrate that the recapitalization, reorganization or otherwise), a Account is held by Customer in a fiduciary or majority of Customer's outstanding equity representative capacity for a third party such as, interests; or (e) the continued provision of for example,a custodial Account)for the amount Services in accordance with the terms of this owed. Our rights are limited to the extent of Agreement would, in our good faith opinion, limitations and restrictions imposed by violate Applicable Law or any requirement of Applicable Law. any regulatory authority or subject us to an unacceptable risk of loss. 21. Force Majeure 22.3 Effect. Upon any termination of this Neither party shall be responsible, and neither Agreement, Customer shall: (a) promptly pay to shall incur any liability to the other, for any us all sums due or to become due under this failure, error, malfunction or any delay in Agreement; (b) return immediately to us at carrying out any of its obligations under this Customer's expense, the System (if applicable), Agreement directly resulting from causes beyond and all related materials, and all copies and such party's reasonable control, including reproductions thereof, whether written or in without limitation, fire,casualty, lockout,strike, magnetic media and whether received from us or unavoidable accident, failure of networks, the otherwise and shall pay us for any damages to Internet or telecommunications systems, act of any such materials (ordinary wear and tear God, act of terrorism,riot, war or the enactment, excepted); and (c) have no further right to make issuance or operation of any adverse use of the System or the Services. governmental law, ruling, regulation, order or decree,or an emergency that prevents such party 22.4 Survival. Termination of a Service or from operating normally; provided, however, this Agreement does not relieve or excuse that Customer shall not be relieved of its Customer's payment obligations for any Services responsibility for timely performance of any of that we provide to Customer before or after the its payment obligations to us. Service or this Agreement is terminated, nor does it release Customer or us from any of our 22. Termination respective obligations that arose or became effective prior to such termination. In addition, 22.1 Mutual. Either party may terminate this all provisions of this Agreement relating to the Agreement or any Service at any time by giving parties' warranties, representations, 30 days' prior written notice of termination to confidentiality or non-disclosure obligations, the other party. proprietary rights, limitation of liability and indemnification shall survive the termination of a 22.2 Bank. We may terminate this Service or this Agreement. Agreement or terminate or suspend any Service immediately upon notice to Customer if: (a) 23. Entire Agreement Customer breaches a material obligation under this Agreement or Related Agreement, any This Agreement, together with the OCAA, Applicable Law in connection with the Services Terms and Conditions, any applicable User or any other material agreement with us; (b) Guide, the Service Requests, Account Rules,the Customer becomes insolvent, is placed in signature card, Pricing Amendment, Account receivership or is adjudicated bankrupt or fees, terms of use and any resolution or other 7 document establishing Customer's authority to our parent company,or the sale or transfer of all engage in the Services and open Accounts with or substantially all of our assets or stock, or (b) us (collectively, the "Related Agreements") in connection with the sale or other disposition constitutes the complete and exclusive statement involving a line of our business to which this of the agreement between the parties with respect Agreement relates. We will use reasonable to the Services and supersedes any prior or efforts to notify Customer of any such contemporaneous agreements between the assignment. Customer expressly reserves its parties with respect to such Services. If there is a right to terminate any or all Services in the event conflict between this Agreement and the Terms of any such transaction. and Conditions, the Terms and Conditions shall control to the extent necessary to resolve the 26. Governing Law;Venue conflict. If there is a conflict between this Agreement and the Account Rules, the This Agreement and any claims or disputes provisions of this Agreement prevail to the relating to or arising out of this Agreement or the extent necessary to resolve the conflict. Nothing Service shall exclusively be governed by, and in this Agreement confers a right or benefit on construed in accordance with, the laws of the any person or entity other than us and Customer, State of Ohio, without regard to Ohio's conflict except for our Processors. of law principles, and with applicable federal laws and regulations. Customer irrevocably 24. Amendment submits to the nonexclusive jurisdiction of the courts of the state and federal courts in Ohio and 24.1 Generally. This Agreement and the agrees that any legal action or proceeding with Terms and Conditions may be modified by a respect to this Agreement may be commenced in written agreement executed and signed by the such courts. parties. We may, however, modify this Agreement or the Terms and Conditions by 27. Mutual Waiver of Jury Trial giving Customer thirty (30) calendar days' prior written notice. If Customer continues to use any Each party agrees that any suit, action or Service or the affected Service, as the case may proceeding, whether as part of a claim or be,after the expiration of the thirty-day period or counterclaim, brought or instituted by either a later effective date specified in such notice, party on or with respect to this Agreement or any Customer is bound by the Agreement or Terms event, transaction or occurrence arising out of or and Conditions, as the case may be, as so in any way connected with this Agreement shall modified. be tried only by a court and not by a jury. EACH PARTY EXPRESSLY, KNOWINGLY AND 24.2 Regulatory. Notwithstanding the VOLUNTARILY WAIVES ANY RIGHT TO A foregoing, if a modification to this Agreement or TRIAL BY JURY IN ANY SUCH SUIT, the Terms and Conditions is required by or under ACTION OR PROCEEDING. Applicable Law or by a regulatory authority with jurisdiction over us, we may modify this 28. Miscellaneous Agreement or the Terms and Conditions by giving Customer notice of the modification by 28.1 No Extension of Credit. Except as any means permitted by Applicable Law,and the expressly provided in the applicable Terms and modification will be effective immediately upon Conditions, nothing in this Agreement or any us giving such notice. Related Agreement requires us to extend any credit of any type,even if we have done so in the 25. Assignment past. Customer may not sell, assign or transfer, or 28.2 Notices. Except as otherwise grant a security interest in any of its rights or specifically provided in the Terms and obligations under this Agreement without our Conditions or User Guide with respect to a prior written consent. We may assign our rights particular Service, all notices and other and obligations under this Agreement in whole communications by either party relating to this or in part without Customer's consent (a) Agreement or the Services shall be given pursuant to, or in connection with any merger, promptly in writing or electronic medium and consolidation or amalgamation involving us or shall be effective either on the date it is actually 8 received or five (5) days after it is mailed, sent Agreement and Related Agreements shall be by courier, transmitted or posted, whichever is controlling. We may, however, require that earlier. The address to which all notices (other Customer deliver an original of this Agreement than notices given electronically as permitted in and any Related Agreement with a manual this Agreement) concerning this Agreement or a original signature. Service shall be sent to Customer is that address we have in our records with respect to this 29. Affiliates Agreement or that Service, respectively. The address for notice to us will be as we specify to 29.1 Joinder. By executing this Agreement, Customer in writing. Customer, each "Affiliate" of Customer listed below (if any), and we agree that each such 28.3 Counterparts. The Agreement may be Affiliate shall have all of the rights and executed in counterparts, each of which shall be obligations of, and shall for all purposes be a deemed an original and all of which shall party under this Agreement as "Customer." constitute a single instrument. Additional Affiliates can be added through an addendum to this Agreement in the form 28.4 Severability. If performance of required by us and executed by Customer and us. Services in accordance with the terms of this Agreement would result in a violation of any 29.2 Representation. An "Affiliate" of Applicable Law or governmental policy or Customer is any entity that is directly or directive to which we are subject, then this indirectly controlled by the Customer indicated Agreement and any Related Agreement shall be on the Signature Page ("Initial Customer") deemed amended to the degree necessary to through ownership of at least a majority of the comply with such Applicable Law policy or equity interests of, or holding voting control directive, and we shall incur no liability to over, such entity. Initial Customer represents Customer as a result of such violation or and warrants to us that each entity signing this amendment. If any provision of this Agreement Agreement as an Affiliate meets the definition of is held to be invalid, illegal or unenforceable, Affiliate and is duly authorized to execute this such provision shall be valid, legal and Agreement. enforceable to the maximum extent permitted by such holding and the validity, legality, or 29.3 Responsibility. Each Affiliate agrees enforceability of the other provisions of this that it is responsible for the payment of fees or Agreement will not be affected or impaired by maintenance of required balances for the such holding. Services that it receives from us, and for all obligations and liabilities it incurs. 28.5 Headings. Headings are for reference purposes only and are not part of this 29.4 Guarantee. Initial Customer Agreement. unconditionally guarantees to us the full and prompt payment and performance by each 28.6 Waiver. No party's failure or delay in Affiliate of all obligations they or any of them exercising any right or remedy under this may incur under this Agreement, including in Agreement will operate as a waiver of such right any case that any payment to us by an Affiliate is or remedy, nor shall any waiver by either party set aside, rescinded or otherwise required to be of any breach of the other party's obligations returned in any bankruptcy or similar under this Agreement operate as a waiver of any proceeding. prior, current or subsequent breach. No waiver will be effective unless made in writing. 28.7 Electronic Copies. The parties agree [Signature Page Immediately Follows] that this Agreement and the Related Agreements may be executed and delivered by facsimile or electronic mail in PDF or similar format and that the copies or counterpart signature pages so sent shall be treated and have the same force and effect as delivery of an original with a manual signature. Our records as to the executed 9 Signature Page to Master Treasury Management Agreement WITNESS, the parties have caused this Agreement to be executed by their respective duly authorized representatives. CUSTOMER NAME: FIFTH THIRD BANK CITY flF GLSR1•4oN7 ogrze4Z >#t- By: Tax ID: � 6ODD Olt K,.i• y¢, '& ciicc* Print name: By: :_I_i _ / i,i� P ��` A s /f-) Print title: Print name: . / ,f,� DATE: 7 ,/"I Print title: a,�0 NOTE: If required by resolution,second officer of Second Bank 0 er Customer must sign below By: By: 4 / /T A/4/90 v C.. Print name: Print name: Print title: / C —/ / cS/42e Print title: DATE: / U — /2 f2 Signing as a duly authorized officer or agent of each of the Affiliates listed below: By: Print name: Print title: This Agreement includes the following Affiliates: Affiliate Name: Tax ID No.: TM Legal 09.2016 3726150.6 10 -"mal°11"w..412111millftftfta`ft" FIFTH THIRD BANK' COMMERCIAL ACCOUNT RULES These Commercial Account Rules ("Rules") govern all commercial deposit accounts at Fifth Third Bank ("Accounts") and constitute an agreement between our customer, the entity (or entities) that has established the Account ("you" in these Rules) and Fifth Third Bank, an Ohio banking corporation ("we" or "us" in these Rules). By opening an Account and either signing the signature card for the Account or using the Account in any way, you accept and agree to these Rules. Account Documentation Customer Identification Program. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business entity that opens an Account. When you open an Account with us, you must provide us with your business entity name, principal and local (if different) address, date of establishment, employer identification number and other information. We may also seek additional information or documents. You agree that we may seek information about you from third parties to confirm your identity and for other Account related purposes. We are required to follow these procedures even if you are already a customer of ours. Authorizations Forms. The forms we require when you open your Account include account resolutions, a commercial signature card and other documents that establish the authority of the person or persons authorized to access your Accounts and conduct banking business with us. An "Authorized Person" is any person identified to us as such or as an agent of yours in the account resolutions you give us or in the signature card or other account implementation forms we require, and any other person or agent acting for you with actual or apparent authority to transact business on your behalf. We may require additional information and documents for these purposes at any time. You agree to keep the information you provide us current and up-to-date including for any change in your business name, address, Authorized Persons and contact information. You authorize us to recognize the authority of each Authorized Persons until we receive authorized written notice that the existing authorization is changed or terminated and we have had a reasonable opportunity to act on that notice. We are not responsible for any losses if you fail to timely and properly notify us of changes in your information, authorizations or Authorized Persons. We are not obligated to honor checks or process transactions until we receive properly completed authorization forms. Compliance With Law. You agree that you will use your Account only for lawful business purposes and in compliance with Applicable Law(as defined below). August 2016 Master Treasury Management Agreement. Our Master Treasury Management Agreement and the Terms and Conditions for Services(collectively,the"Master Agreement") govern the treasury management Services (as defined in the Master Agreement) we provide to our customers. If we have executed a Master Agreement with you, the Master Agreement governs the Service and these Rules continue to govern your Accounts. Should there be any conflict between the provisions of these Rules and the provisions of the Master Agreement, the provisions of the Master Agreement will prevail as necessary to resolve the conflict. If you have not executed a Master Agreement but use one of these Services, you will be deemed to have accepted and agreed to be bound by the Master Agreement and the Terms and Conditions for the Services you use in each case, in the form provided to you. Additional Documentation. We may, from time to time, require that you provide us with additional documentation to verify your identity, the authority of individuals acting on your behalf and other matters relating to your Account. Deposits Collection. When you deposit or cash a check, draft or other item with us (in whatever medium including a substitute or imaged check, an "Item")by any means, we act as your agent in collecting the Item. You have the risk of loss for each Item throughout the collection process and are solely responsible for the return, rejection and collectability of each Item. We may charge your Account for, or otherwise obtain a refund of the amount of any credit we gave you for the deposited Item (including interest and earnings credits), if we are unable to collect the Item for any reason including loss or destruction of the Item, regardless of when the Item is returned. You agree to assist us in any case in collecting lost, destroyed or returned Items. We are not responsible for the insolvency or any act or failure to act of any other bank, processor or intermediary in the collection process. We reserve the right to process an Item on a collection basis only. We are not required to examine Items for, and have no responsibility for any legends or restrictions appearing on any Item deposited to your Account. Verification. All deposits and credits to your Account (even those for which we have provided a receipt) are subject to final verification by us. We recommend that you maintain thorough records of all deposits. Credit for any deposit is always provisional and subject to verification and correction at any time without notice if we determine it to be incorrect for any reason. We may refuse to accept deposits or specific Items for deposit and may limit the minimum or maximum balance that you may maintain in any Account. We reserve the right to produce images of deposit documents including Items and destroy the original, subject to our retention policy. Preauthorized Drafts. If you deposit a preauthorized draft, you represent and warrant to us that you have legal, valid and binding authorization from the maker of the draft to create a draft against the maker's account. You agree to furnish valid proof of such authorization upon request and that we may reverse any credit we gave you (and related interest) if the draft is returned at any time. We reserve the right to refuse to accept preauthorized drafts at any time. 2 Returned Items. Items you deposit in an Account are subject to collection. If any Item is returned to us unpaid by any means(including electronically)or form at any time for any reason, we will reverse the credit to, or otherwise debit your Account or any other Account of yours with us for the amount of the credit and any applicable fees, service charges and other damages we suffer. If there are not sufficient funds in the Account,we may obtain a refund of the amount of any credit we gave you for the Item by any legal means(and reverse or recover any associated interest or earnings credit) regardless of any applicable midnight deadline or other circumstances. We may, in our discretion present an unpaid Item for payment or collection again without notice to you including electronically. You understand that an Item drawn on a financial institution in a foreign country may be returned at any time and your obligation with respect to the returned Item could arise at anytime. If a deposited Item is returned unpaid, and resubmitted for payment, we reserve the right to charge a re-presentment fee. If a deposited Item is returned unpaid and charged back to your Account, we reserve the right to charge a returned item fee. If an Item is returned as a counterfeit item, altered item, or for any other reason, you are liable to us for any loss we suffer regardless of any confirmation of availability of funds we may have provided to you. You may not receive an original of a deposit item that is returned unpaid; instead you may receive an image or other record of the item. Endorsements. We may accept for deposit any Item last endorsed by you (including as you instruct us). We have adopted specific endorsement requirements that are set forth in our Funds Availability Policy included with these Rules. You agree to abide by the endorsement requirements and acknowledge that we have no responsibility for any improper endorsement or marks by you. You understand that we may refuse to accept Items not properly endorsed by you. We may, however, supply a missing endorsement on an Item we cash or take for collection,and you authorize us to do so. Encoding. If you encode any information on a check you deposit with us, you are solely responsible for the accuracy and completeness of the encoding. Foreign Currencies. We may accept deposits of Items payable in foreign currencies that are convertible to U.S. dollars. We will credit your Account when we receive proceeds in U.S. dollars, and you will bear exchange rate exposure until that time. We will convert foreign currencies to U.S. dollars in accordance with our customary practices. The processing and collection of foreign checks may be subject to foreign law and regulations including with respect to collection and review periods that are different than U.S. periods. We may accept a foreign check on a collection basis only. Funds Availability. Funds from your deposits will be available for withdrawal as provided in our Funds Availability Policy. Deposits to your Account are subject to our published cut-off times and policies. The availability of funds as provided in the Funds Availability Policy does not mean the funds have been collected, that the applicable Item or other credit or deposit is "good" or has been finally paid or settled, or that the deposit is not subject to chargeback or reversal. We may reverse or chargeback any deposit or other credit to your Account if it is reversed or returned to us for any reason at any time, or was otherwise the subject of an error. 3 Substitute Checks. To make check processing faster, federal law permits banks to replace original checks with "substitute checks." These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check states "this is a legal copy of your check. You can use it the same way you would use the original check." You may use a substitute check as proof of payment just like the original check. Some or all of the checks you receive back from us may be substitute checks. We reserve the right to refuse to accept a substitute check created by a person other than a bank that has not yet been transferred by another bank unless otherwise agreed to by us in writing. We may limit or impose conditions on your right to deposit a substitute check at any time. In no event are you authorized to identify us as a reconverting or truncating bank. Withdrawals and Transfers Presentment. We may charge your Account on the day the Item is presented to us by any means. We may charge your Account or place a hold on funds if we receive an electronic or other notice that your Item has been deposited for collection at another bank. We have no obligation to honor any Item drawn on,or any withdrawal or transfer from an Account if an Overdraft (as defined below) would be created or increased. We make the decision to pay or return an Item in a single determination between the time the Item is presented to us by any means or we receive notice of it, and the time we are required to honor or refuse an Item. Overdraft. If the Available Balance (as defined below) in an Account plus available credit in an overdraft protection plan you have in place with us is insufficient, at any time, to pay all Items, debits, fees and other transactions presented for payment from the Account, that Account is in an overdraft position (an "Overdraft"). If an Overdraft is created, we may, at our option and in our discretion pay or return any Item or debits regardless of the order of presentment, or whether payment creates an Overdraft. You understand that such payment does not constitute an application for credit and that the amount of deficiency, whether from the amount of the Overdraft or any fees assessed, in the Account is immediately due and payable without further demand. In case of any Overdraft, whether by error, mistake, inadvertence, or otherwise, you agree to immediately pay the amount of such Overdraft to us, plus any fees or charges we assess. We may assess an Overdraft fee whether we pay the Item or debit. Available Balance. The"Available Balance" is an Account's balance as of the end of the previous business day's processing, plus or minus any pending transactions, direct deposits that have not posted or holds (including deposited funds being held for verification). If multiple Items are presented against the Account for payment and the Available Balance of the Account is insufficient to pay all of those Items, we (not you) have the right to decide whether to pay any or all of those items or not. We will post Items and other debits to your Account and pay them as follows: we will first post all deposits made prior to the end of day cutoff time; next, we will post all fees, including but not limited to, any overdraft fees; next, the Bank will post ATM and debit card purchases in the order they took place; finally, we will post all other debits, including checks, electronic bill payments, wire transfer and ACH debits in the order of highest 4 amount to lowest amount. This posting order may change due to circumstance beyond our control, for example, changes or disruptions in network processing or processing delays by a third party. If we decide to change the order, we will notify you as and to the extent required by Applicable Law. Electronic Presentment and Representment. In certain cases, your check may be converted to electronic information and presented to us electronically. If we return a check you wrote, it may be represented to us electronically. You authorize us in our sole discretion to return any Item drawn on your Account by any legally permissible means including returning an Image or other electronic return. Dates and Restrictions. We may, without inquiry or liability honor or refuse to honor any Item drawn on your Account that is (a) is post-dated or contrary to special instructions or restrictive legend identified on the Item, or(b) undated or has a date on the Item more than six months old. If you do not want us to honor these Items, you must give us a stop payment order. Processing Requirements. You understand that we, like most other financial institutions, process Items using high speed automated equipment based on the Magnetic Ink Character Recognition (MICR) line information encoded on such Items. While we select some Items for physical review based on our internal criteria that changes from time to time, we do not visually inspect each Item. You agree that we may disregard any information on an Item other than the MICR data amount, signature of drawer and identity of payee. Signature Requirements. If you establish an Account that purports to require two or more signatures on an Item or impose any conditions or restrictions in any way,you understand that such signature requirements, conditions, and restrictions are solely for your own internal control purposes. We will not be liable for paying any Item lacking the required number of signatures, or otherwise not in compliance with any such conditions or restrictions. In addition, if you use an ink or form that is not recognized by imaging equipment, it may not be processed properly or at all and we may return it unpaid without liability. Facsimile or Mechanical Signatures. If you use a stamp, computer printer or software, facsimile or other mechanical or electronic device or method (collectively, "Mechanical Signatures") to sign or endorse Items, we are authorized to conclusively rely on that signature as your authorized signature regardless of the person or means by which such signature may have been made, or the color or combination of colors of the signature or any other marking, legend, identifier or code. We will treat the Item that has such signature (or any signature that reasonably resembles the specimen you provide to us) as authorized by you and properly payable,and we will honor it. You acknowledge that you understand and appreciate the risks associated with using Mechanical Signatures, and agree that you assume sole responsibility for maintaining the security of the device or computer that operates the Mechanical Signature. We are not liable to you or any other person for any unauthorized use or misuse of a Mechanical Signature or if we dishonor an Item when we believe in good faith that the signature is not genuine or authorized. 5 Checks Presented Over the Counter. If anyone who is not one of our customers presents your check to us "over-the-counter," we may require proper identification and may charge a fee. We may dishonor the check if the person refuses to pay the required fee or provide proper identification. Savings Deposits. We specifically reserve the right to require seven (7) days written notice before funds deposited into savings accounts may be withdrawn. Account Information Availability. We will send to you by mail at the address we have in our files or send or make available to you by other agreed or permitted means periodic statements, notices and other information regarding the Accounts and transactions in the Accounts("Account Information"). If you are subject to a Master Agreement, you may elect to not receive periodic statements. You may also access and view your Account Information by a variety of internes based and electronic reporting or Account management Services. Your Obligations. You acknowledge that you are in the best position to discover an error or problem with your Account including, for example: the payment of an unauthorized (including counterfeit) check, Item or other activity charged to your Account; unauthorized access; an unauthorized or incorrect debit or other charge to your Account; an altered check charged to your Account; a check with a missing or unauthorized signature; erroneous fee charges, credits, debits or other entries, including ACH entries; missing or incorrect deposits and other credits; and other problems with your Account or activity in your Account (an "Account Problem"). You agree to promptly and carefully examine and reconcile all Account Information available to you and to notify of us of any Account Problem as soon as possible so that we will be in a better position to address it. Your failure to exercise reasonable care in examining your Account Information or provide reasonably prompt notice to us may affect any rights you may have against us with respect to the Account Problem. You must notify us of, and assert any claim you may have with respect to any Account Problem within a reasonable time under the circumstances (not to exceed 30 days) after the date we sent or otherwise made available to you the Account Information indicating the Account Problem. If you fail to notify us promptly within this timeframe: (a) you will be deemed to have failed to exercise reasonable care and promptness in examining your Account Information; (b) any Item charged to your Account will be deemed fully enforceable against you; (c) we will not be obligated to recredit or refund the amount of the Account Problem; and (d) you will be precluded from asserting the Account Problem against us. Account Problems. If you timely assert an Account Problem, we may require you to provide us with information and evidence relating to the Account Problem. You agree to cooperate with us at your expense in any investigation of an Account Problem, including providing an appropriate affidavit or filing a police report as we may reasonably request. We may delay taking action on the Account Problem until we complete our investigation. If you fail to cooperate with us, we will be relieved of any liability for the Account Problem. 6 Time Limitation. Without regard to care or lack of care by you or us, you agree that you cannot commence any legal action or proceeding against us regarding any Account Problem unless you do so within one year after we mail or otherwise make available to you the first statement or other information on which the Account Problem appeared (or would have appeared in the case of missing debts or credits)or was otherwise indicated. Imaging. We typically do not retain paper copies or originals of deposit tickets, checks or other paper transaction documents except as required by law. We will make and store images of these documents in accordance with our internal policies and procedures. You acknowledge that these images will be treated as originals for all purposes. Wire Transfers and Electronic Credits. We will give you notice of the receipt of wire transfers, ACH credits and other electronic transfers to your Account through your Account Information. Compliance These Rules, your Account and use of the Account and activity in the Accounts are subject to all applicable state, federal, local and foreign laws, rules, regulations and other laws including, without limitation, rules, regulations and operating rules and operating guidelines established by NACHA - the Electronic Payment Association ("Operating Rules") and any money transfer system, check clearing organization and payment clearinghouse used by us in connection with your transactions and the regulations and operating circulars of Federal Reserve Board (collectively, "Applicable Law"). Both parties agree to be bound by the Operating Rules where applicable, and to comply with Applicable Law including any control or sanction administered by the Office of Foreign Asset Control. Remittance Transfer Rule Application. The provisions of this Section apply to you to the extent you are or may be classified as a "Remittance Transfer Provider" under Regulation E and the regulations and related interpretations adopted by The Bureau of Consumer Financial Protection amending Regulation E, which implements the Electronic Fund Transfer Act set forth in 12 CFR 1005 (collectively, the "Remittance Transfer Rule"). If you use any of our funds transfer Services or otherwise make a payment through us in connection with making a Remittance Transfer (as defined below), we will be acting as your agent (within the meaning of the Remittance Transfer Rule) and not a Remittance Transfer Provider in carrying out your Remittance Transfer. Definitions. As used in this Section,the following terms have the indicated meanings: (a) "Designated Recipient" means any person specified by the Sender as the authorized recipient of a Remittance Transfer to be received at a location in a foreign country; (b) "Remittance Transfer" means the electronic transfer of funds requested by a Sender to a Designated Recipient that is sent by a 7 Remittance Transfer Provider. The term applies regardless of whether the Sender holds an account with the Remittance Transfer Provider, and regardless of whether the transaction is also an electronic fund transfer, as defined in Regulation E; (c) "Remittance Transfer Provider" means any person that provides Remittance Transfers for a consumer in the normal course of its business, regardless of whether the consumer holds an account with such person; and, (d) "Sender" means a consumer in a state, territory or possession of the United States (including the District of Columbia and Puerto Rico) who primarily for personal, family, or household purposes requests a Remittance Transfer Provider to send a Remittance Transfer to a Designated Recipient. The foregoing terms shall be used and construed as provided in the Remittance Transfer Rule. Customer Undertakings. You represent and warrant to us that you have implemented reasonable and effective policies and procedures to comply, and each funds transfer sent to or through us using one of our Services complies, with the Remittance Transfer Rule. Without limiting the generality of the foregoing, you agree to provide the disclosures to each Sender, obtain required Sender consents, be responsible for error resolution procedures and providing remedies to the Sender, and be responsible for the cancellation and refund of Remittance Transfers, all as required of Remittance Transfer Providers by the Remittance Transfer Rule. Fifth Third Bank. You acknowledge that our Services do not include complying with, or monitoring your compliance with, the Remittance Transfer Rule with respect to your Remittance Transfers. You agree that we are not responsible or liable for your compliance with Applicable Law including the Remittance Transfer Rule. Funds Transfers Application. This Section applies to payment orders to the extent we and you have not entered into a separate written agreement for you to use our one of our funds transfer Services or Global Cash Services. System Rules. All funds transfers including payment orders, wire transfers, ACH entries and other instructions to make payments or transfers (including amendments and cancellations, "payment orders") to or from your Account are subject to the rules then in effect for the funds transfer system through which the transfers are made, including, for ACH transactions, the Operating Rules and any local clearing house used in the process, and for transfers through the funds transfer system of the Federal Reserve Banks, the applicable laws and regulations of the Board of Governors of the Federal Reserve System and related operating circulars. 8 Legal Compliance. Without limiting your obligation to comply with Applicable Law generally, you agree to comply with regulations and requirements administered by the Office of Foreign Assets Control (OFAC) and the U.S. Department of the Treasury's Financial Crimes Enforcement Network including screening your transactions and payment orders for OFAC compliance and to maintain an effective education program within your organization to insure compliance with such regulations and requirements. Credits. Your Account Information will notify you of funds transfer payments and other credits to your Account. We are not required to provide any other notice of the receipt of funds transfers. All credits to your Accounts for funds transfers are provisional until we receive final settlement. If we do not receive final settlement, we are entitled to a refund (through reversal debit or otherwise) of the amount credited to your Account for that transfer,together with any associated interest or credit. Funds Processing. You are solely responsible for the contents and accuracy of each payment order sent to us by you or on your behalf by your representatives. In the absence of specific written instruction, we will choose the funds transfer system processor and intermediary banks as necessary to carry out your instructions. In any payment order, we and any bank or intermediary are entitled to rely on the Account number and bank identification number provided to us without any obligation to look at the name of the receiving customer or bank that may also appear on the payment order. If we are given written notice of an error, we will advise you promptly. ACH Entries. You authorize us to debit or credit your Account for ACH entries to or from your Account. ACH entries must be transmitted to us by you or on your behalf in accordance with the NACHA rules and our policies and procedures. You are responsible for all entries that are authorized by you or submitted by authorized person on your behalf. Payment. Unless otherwise agreed to by us in writing, you must pay us the amount of the payment order, plus any applicable fees, before we will execute your payment order. Interest. If we are responsible for interest under Applicable Law for our failure to execute, or a delayed or improper execution of a payment order, our liability for interest is limited to the payment of interest at the applicable Federal Funds rate for that period. Fees and Charges Subject to any separate written agreement between you and us that has been signed by one of our authorized officers, you agree to pay our standard fees and other charges in connection with your Accounts as established by us from time to time. A copy of the fees and charges applicable to you may be obtained from our relationship officer for your Accounts. You also agree to pay us our costs and hourly fees for complying with subpoenas or other legal orders and your requests. Unless we have agreed to allow you to pay fees through account analysis or compensating balances, you authorize us to debit or otherwise deduct the fees and other charges, and costs from your Accounts, even if it 9 creates an overdraft. For electronic transfers, we may deduct our fees from the proceeds of such transfers. Unpaid amounts due to us may be subject to a finance charge. Stop Payment Instructions Checks. You may, through an authorized person instruct us in writing to stop payment on an Item that has not been paid, accepted or certified by us or converted to an electronic payment. A stop payment instruction is only effective if you have given us the proper account name, account number, check number and corresponding amount of the Item and we have had a reasonable opportunity to take action prior to us paying, accepting, certifying or otherwise acting with respect to or, becoming obligated on the check. A stop payment instruction is valid for six months. We reserve the right to require additional information. All of the required information must be exactly correct for the stop payment instruction to be effective. Oral stop payment orders, if we accept them, must be confirmed in writing or they become void after fourteen days. We may pay a check after the stop payment instruction expires or if required by law. Stop payment orders will not be accepted for cashiers checks, certified checks or other bank obligations. By placing a stop payment instruction, you agree to indemnify us and hold us harmless for all expenses, costs, and reasonable attorneys' fees incurred by us due to our refusal to pay the Item. If we recredit your Account after payment over a valid stop payment instruction, you agree to assign to us your rights against the payee of the Item and to assist us in enforcing those rights. Our liability with respect to any stop payment instruction is limited in all cases to the face amount of the applicable Item. Preauthorized Payments. If you have told us in advance to make regular payments from your Account, you can stop any of these payments by calling Customer Service at 1-800- 972-3030 or call the Banking Center where your account is located or write to: Customer Service Department Fifth Third Bank Madisonville Operations Center MD 1 MOC3A Cincinnati, Ohio 45263 in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. If you call, we may also require that you put your request in writing and send it to us so we receive it within fourteen (14) days after your telephone call. We will charge you a fee for each stop payment order you give. Once you have placed a stop payment order on a pre-authorized transfer, we will not make any more preauthorized transfers to the person you were going to pay until we receive a new written authorization from you. We will honor only the exact information given to us and we are not responsible if the information is not correct. Once you have placed a stop payment order on a preauthorized transfer, we will not make any more preauthorized transfers to the person whom you were going to pay until we receive a new written authorization from you. 10 Protecting Your Accounts You acknowledge that your Accounts are subject to growing and constantly changing risks of unauthorized or fraudulent activity from sources inside and outside your company, and that you have responsibility for addressing these risks and working to prevent fraudulent or unauthorized use of your Accounts. In addition to the following, we offer useful information about protecting your accounts on our website, and we encourage you to review that information. Internal Controls. You agree to institute and maintain reasonable and effective procedures to prevent fraud, misuse and unauthorized use of your Accounts and to ensure the security of your checks and check stock, account numbers, security procedures, access devices, access to the Accounts and your internal procedures Including those anti- fraud measures we provide or make available on our website or through customer communications ("Anti-Fraud Measures"). You represent and warrant that you have in place and will enforce effective internal controls including Anti-Fraud Measures to ensure that the Accounts are used by your personnel only if authorized by you. Bank Services. In addition to the Anti-Fraud Measures you can implement on your own, we offer a variety of Services designed to assist you in reducing or stopping the incidence of check, ACH and other fraud and unauthorized activity in your Accounts including positive pay, ACH transaction control, disbursement control and information reporting and Account management Services. To the extent you choose not to use one of these Services or fail to implement or take Anti-Fraud Measures reasonable for your Accounts, and the use of that Service or Anti-Fraud Measure could reasonably have prevented the incidence of fraud, unauthorized activity or loss suffered by you, you will be deemed to have assumed the risk of such fraud, unauthorized activity or loss so suffered and you will be precluded from asserting that we are responsible for such fraud, unauthorized activity or loss. Lost Checks or Devices. You must notify us as soon as possible of any known or suspected loss, theft, or unauthorized use of your checks or any card, code, or access device. Until we have received and had a reasonable opportunity to act on such notice, we may maintain debits and honor transactions effected in your Account (except as otherwise provided by law)through the use of any such checks, card,code or device. We may close the Account, permit withdrawals by you or issue new evidence of an Account on such conditions as we may require. Account Access. We offer for your convenience and protection various methods and procedures (including cards, access devices, ID's and passwords) by which you can use, access and obtain information about your Accounts. While these methods embody or require security procedures, we cannot absolutely ensure against"unauthorized" inquiries or transactions using these procedures. You agree that you are fully responsible for, and release us from all liability for, the release of Account or balance information to, and transactions by, any person who uses any access device or your Account access information to execute transactions or gain such information. 11 Account Holds. If we suspect or are alerted to a security breach, fraud or other apparently unauthorized activity in or affecting your Account, you agree that we may suspend or freeze the Account or place a hold on some or all of the funds in the affected Account. You understand that such actions may mean that valid transactions in the affected Account are returned or not processed, and release us from any and all for our actions. FDIC Insurance The FDIC protects the depositors of insured banks against loss of their deposits due to a bank failure. The basic amount of deposit insurance is $250,000 per depositor. Insurance coverage is dependent upon account ownership categories and is subject to FDIC requirements. Certificate of Deposits(CD) CD Terms range from seven days to seven years. No additional deposits or withdrawals are accepted. Penalty for early withdrawal is based on the term of the CD (see below). CDs are FDIC-insured up to the maximum amount permitted by law. CD Interest Rates and Yields. Current interest rates and annual percentage yields are available at all Fifth Third Banking Centers. The interest rate will remain the same until the maturity date of the CDs. The annual percentage yield assumes interest remains on deposit until maturity. A withdrawal of interest will reduce earnings. Interest begins to accrue on the business day of deposit. Interest will be calculated using the daily balance method. This method applies a periodic rate to the balance in the account each day. For CDs issued in an amount less than $100,000, interest is compounded continuously. For CDs issued in an amount of$100,000 or more and with a term greater than one month, interest is compounded if"Capitalized" is selected as the interest payment method. All CDs issued in the amount of $100,000 or more will compound and credit interest monthly if"capitalized" is selected. For CDs with a term of one month or less,the simple interest method is used, interest is not compounded and interest is paid at maturity. Interest Credit. Depending upon the account term, interest may be credited to the CD, credited to a Fifth Third checking or savings Account, or received in the form of a check. If the interest payment method is by "Transfer," "Check" or "Capitalized," interest may be credited monthly (with a principal balance of $5,000 or more), quarterly, semi- annually, annually or at maturity. For variable rate CDs, the interest rate and annual percentage yield may change. Interest will not be paid after the maturity date unless the Account is renewed. If the CD is closed before accrued interest is credited, interest will not be paid. CD Renewals. If you choose the automatic renewal feature for your Certificate of Deposit, there is a one-day grace period (for terms of less than 32 days) or a ten-day grace period (for terms of 32 days or more) after the maturity date to redeem it without penalty. Interest will not be paid after the maturity date unless the Account is renewed. If you do not choose the automatic renewal feature for your Certificate of Deposit, interest will not be paid after the maturity date unless the Account is renewed. 12 CD Penalties for Early Withdrawal. For CD's with a term of 7 days to 89 days, the Penalty for early withdrawal is 1/2 stated interest for the remaining term, 7 days interest or all interest earned, whichever is greater, and the minimum deposit is $5,000. For CD's with a term of 90 days to 364 days, the penalty for early withdrawal is 1/2 stated interest for the remaining term, three months interest or all interest earned, whichever is greater, and the minimum deposit is$500. For CD's with a term of 365 days to 84 months the penalty for early withdrawal is 1/2 stated interest for the remaining term, six months interest or all interest earned, whichever is greater, and the minimum deposit is $500. We may from time to time offer promotional CDs. Promotional CDs may require a minimum deposit and will be subject to early withdrawal penalties stated in the promotion. General Account Matters Account Forms. All checks, withdrawal slips and deposit slips (collectively, `forms") must be obtained through us or comply with our specifications. You are responsible for verifying the accuracy of all information on the forms you use. Our liability, if any, for any printing errors on forms obtained through us is limited to the cost of replacement. We are not responsible for losses you may incur attributable to your use of forms not obtained through us or that do not strictly comply with our specifications. If you use checks not provided by us, you must obtain our MICR specifications and provide us with a sample of 50 checks and deposit slips for testing prior to use. You may be required to reprint or modify your checks at your expense if we encounter rejects or problems in testing your documents. Account Usage. You acknowledge and agree that (a) we have no obligation to examine or question the source of any funds deposited in your Accounts, and (b) if you establish any Accounts for which you are acting in a fiduciary, agency, escrow or other representative capacity, then you are solely responsible to the principals, beneficiaries and others with an interest in connection with any such Account. We are not responsible for monitoring your actions, verifying your compliance with any governing instruments or other obligations you may have. Checking Subaccounts. For regulatory and our internal accounting purposes, each checking account will consist of a checking subaccount and a non-interest bearing savings subaccount. Checks, debits and other items presented for payment will be posted to the checking subaccount. We may transfer funds between these subaccounts from time to time as follows. We may establish a threshold balance for your checking subaccount by reviewing the master account historic activity to determine the amount not routinely needed to pay debits ("threshold balance"). If the balance in your checking subaccount 13 during any calendar month exceeds this threshold balance, we may transfer the excess funds to the savings subaccount. We may also sweep the entire balance of your checking subaccount into the savings subaccount during the weekend when no items will post to your account. If the balance in your checking subaccount falls below the threshold balance during any calendar month, we will transfer funds to your checking subaccount from your savings subaccount sufficient to restore the checking subaccount to the threshold balance. We may not make more than six transfers out of the savings subaccount during any calendar month. If a sixth transfer is necessary, all funds in the savings subaccount will be transferred to the checking subaccount for the remainder of the calendar month. In that event, at the end of the calendar month, we will transfer funds in excess of the threshold balance from the checking subaccount to the savings subaccount. Because the savings subaccount is used for internal purposes only, you cannot access it directly. Our transfers of funds into and out of the savings subaccount will be the only transactions on the savings subaccount. Transfers between subaccounts will not appear on your statement and will not be subject to any fees. The combined balances of both subaccounts will be used to determine the balance of your account for any minimum balance requirement or any other reason that a balance is considered. For interest-bearing checking accounts, the subaccounts will not affect your use of your interest-bearing checking account, funds availability,or the interest paid on your account. The interest rate that applies to your interest-bearing checking account will apply to both subaccounts. Electronic Access. If you access your Accounts through our internet portal, by telephone or similar means, your authorization to us to carry out your instructions or enable access to your accounts may be given by the use of codes, personal identification numbers, passwords, private keys, and similar means. All communications and access to your Account using such methods are deemed valid,authentic and duly authorized by you. Disclosing Information We will maintain the privacy of information about you, your accounts and your transactions in accordance with Applicable Law and our Commercial Privacy Policy that is available via the Internet at www.53.com or upon request. Indemnity and Limitations YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT IN NO EVENT WILL WE BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL (INCLUDING ATTORNEYS' FEES), PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH ANY ACCOUNT OR YOUR USE OF ANY ACCOUNT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR COULD REASONABLY FORESEE SUCH LOSS OR DAMAGE. You further agree,to the maximum extent permitted by law,that our liability to you arising in any way from the Accounts and your use of the Accounts will be limited to 14 actual monetary damages that are the direct result of our failure to exercise reasonable care. You agree to indemnify and hold us and our officers, directors, employees, affiliates, shareholders and agents harmless from and against any and all losses, liabilities, damages, actions, claims and expenses including court costs and reasonable attorneys' fees and expenses ("Losses") resulting directly or indirectly from, or arising in connection with: (a) your breach of any obligation to us; (b) your violation of Applicable Law; (c) your use of the Account and any transaction in the Account; and (d) our complying with or carrying out any instruction or other direction given to us in accordance with these Rules. You are not, however, obligated to indemnify us for any Loss directly resulting from our gross negligence or bad faith. Termination We reserve the right to close your Accounts, with or without cause, at any time. You may,at any time,close the Accounts after we have received written notice and have had a reasonable opportunity to act on it. The existence of a zero balance in an Account does not itself terminate an Account. Our rights under these Rules will survive the closing or termination of your Accounts. Set Off and Security Interest Definitions. As used in these Rules: "Obligation(s)" means all loans, advances, indebtedness and each and every other obligation or liability owed by you to us or a Bank Affiliate (as defined below), however created, of every kind and description, whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated,matured or unmatured,participated in whole or in part,created by trust agreement, lease, overdraft, agreement or otherwise, whether or not secured by additional collateral, whether originated with us or owed to others and acquired by us by purchase, assignment or otherwise, and including, without limitation, all loans, advances, indebtedness and each and every obligation or liability arising under any loan document, any and all Rate Management Obligations (as defined below), letters of credit now or hereafter issued by us or any Bank Affiliate for you benefit or at your request, all obligations to perform or forbear from performing acts, and agreements, instruments and documents evidencing, guarantying, securing or otherwise executed in connection with any of the foregoing, together with any amendments, modifications and restatements thereof, and all expenses and attorneys' fees incurred by us or any Bank Affiliate in connection with any of the foregoing; provided, however, that all Excluded Swap Obligations(as defined below)are specifically excluded from Obligations. "Rate Management Obligations" means any and all of your Obligations to us or any Bank Affiliate, whether absolute, contingent or otherwise and howsoever and whenever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications and substitutions) under or in connection with (i) any and all Rate Management Agreements (as defined below), and (ii) any and all 15 cancellations, buy backs, reversals,terminations or assignments of any Rate Management Agreement excluding, for avoidance of doubt, Excluded Swap Obligations. "Rate Management Agreement" means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any ISDA Master Agreement between you and us or any Bank Affiliate, and any schedules, confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended,modified or supplemented from time to time. "Excluded Swap Obligation" means, with respect to any guarantor of a Swap Obligation, including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute or any rule, regulation or order of the Commodity Futures Trading Commission (including the application or official interpretation of any thereof, the "Commodity Exchange Act") by virtue of such guarantor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. "Swap Obligation" means any Rate Management Obligation that constitutes a "swap"within the meaning of section I a(47)of the Commodity Exchange Act. Bank Affiliates. In these Rules,"Bank Affiliate"means any one or more direct or indirect subsidiaries of Fifth Third Bancorp and its successors and assigns, now in existence or created or acquired in the future. These subsidiaries include entities with a name that includes "Fifth Third" and entities without the Fifth Third name and include the following entities: Fifth Third Insurance Agency, Inc. Fifth Third Mortgage Company Fifth Third Securities, Inc. Member FINRA/SIPC Vista Settlement Services,LLC Fifth Third Real Estate Capital Markets, Inc. The Fifth Third Leasing Company Fifth Third Asset Management, Inc. SLK Global BPO Services Pvt. Ltd. Fifth Third Holdings, LLC 16 Home Equity of America, Inc. Fifth Third Mortgage, MI, LLC The Fifth Third Auto Leasing Trust Transactive Ecommerce Solutions, Inc. Rights. Any Obligation may be charged to any Account in your name or in your name and the name of another or others or any account, and you hereby grant to us a security interest in your Accounts to secure the Obligations, regardless of the amount of your contribution to such Account. You agree that the security interest you have granted to us is consensual and is in addition to our common law right of set off. You also grant to us the right, on you own behalf and on behalf of any Bank Affiliate, to set off against any and all funds in your Account to pay any Obligation owed by you to us or any Bank Affiliate. You acknowledge that the Obligations that are secured by our security interest and set off rights include all present and future Obligations owed by you to us or any Bank Affiliate. You agree that we may act in accordance with instructions received from any such Bank Affiliate regarding disposition of any funds in your Account without any further consent or action by you. We may exercise our right of set off and our security interest without recourse to other collateral, if any, even if such action causes you to lose interest, have transactions drawn on your account returned, incur an early withdrawal penalty or any other consequence. If we exercise our rights under this paragraph, we will notify you to the extent required by Applicable Law. Our right of set off and our security interest do not apply to any Account expressly held by you, and to which you have access, solely in a fiduciary capacity for the express benefit of others, and such rights may not apply to your Account to the extent expressly prohibited by Applicable Law. Solely for purposes of this paragraph, the term "Account" as used in this paragraph means and includes any account (as that terms is defined in Article 9 of the UCC) you have with any Bank Affiliate. Pledged or Assigned Accounts You agree that we may terminate or place a hold on,and dishonor all Items drawn on any Account that you have assigned or in which you have granted a security interest to any third party (whether or not we consented to such assignment or security interest). Upon receipt of oral or written notice from any party of a claim regarding an assigned or pledged Account, we may place a hold on the Account. You agree that we will have no liability to you or any other person for our failure or refusal to honor any Item drawn on, or any other withdrawal instruction regarding your pledged or encumbered Account. Legal Process If your Account becomes subject to any claim, or legal process or proceeding ("claim"), we may suspend payment on, freeze or take other actions regarding any Account that we believe to be affected until final determination or appropriate resolution of the claim, regardless of the circumstances. We are not liable to you in that event provided we acted in good faith. You may be subject to our fees and other charges in connection with a claim on or against your Accounts. 17 If we are brought into or must initiate any legal proceedings regarding you or your Account, including for the collection of overdrafts, you agree to reimburse us, to the extent allowed by law, for any reasonable attorneys' fees and costs that we may incur. We may also, at our option,pay the funds subject to a claim to the clerk of an appropriate court, so that the court may decide who owns or controls the money. We may also create a hold on the Account in anticipation of such fees and expenses. We will have no liability for complying with such legal process, or if there are insufficient funds available in or another restriction on the Account because of actions we take in response to such legal process. Negotiable Order of Withdrawal(NOW)Account Eligibility Restrictions A NOW Account is an interest-bearing transaction account. NOW accounts are only available to individuals, sole proprietorships, non-profit organizations (operated primarily for religions, philanthropic, charitable, educational or other similar purpose), and governmental units. Unlawful Internet Gambling Enforcement Act Notification "Restricted transactions" are prohibited from being processed through any Account or relationship. A "restricted transaction" includes, but is not limited to, any transaction or transmittal involving any credit, funds, instrument, or proceeds that any person engaged in the business of betting or wagering knowingly accepts, in connection with the participation of another person in unlawful Internet gambling. It includes credit or the proceeds or extension of credit (including credit extended by use of a credit card); electronic fund transfers or funds transmitted by or through a money transmitting business; or a check, draft or similar instrument that is drawn on or payable at or through any financial institution. Unlawful Internet gambling means to place, receive, or otherwise knowingly transmit a bet or wager by any means that involves the use, at least in part, of the Internet where such bet or wager is unlawful under any applicable Federal or State law in the State or Tribal lands in which the bet or wager is initiated,received,or otherwise made. Telemarketing Sales Rule If you are subject to the requirements of the Telemarketing Sales Rule as promulgated by the Federal Trade Commission (together with any additional or related rules and policies, the "TSR"), you are prohibited, among other requirements, from creating and using certain payment methods including "remotely created payment orders" (including a "remotely created check") as defined in the TSR (collectively, the "Prohibited TSR Payments"). You are responsible for understanding and complying with the TSR and agree that you will not deposit with, initiate or send to,or seek to process with us any Prohibited TSR Payment. • 18 Amendment From time to time,we may amend, add to or change (an "Amendment")these Rules. We will give you notice of an Amendment by any reasonable means permitted by law, including electronic notice or posting on our website. Amendments will be effective on the date indicated in the notice. If an effective date is not indicated, the effective date will be thirty (30) calendar days from the date the notice was sent or posted. If you do not wish to be bound by an Amendment, you may close the Account before the effective date of the Amendment. Your continued use of the Account after the effective date is deemed your agreement to the Amendment. A change in our interest rates, fees or service charges, funds availability or security or operating procedures does not constitute an Amendment of these Rules and we may effect such changes at any time without prior notice to you. Subsidiaries and Affiliates These Rules also apply to each of your subsidiaries and affiliates that have an Account with us or have access to or use your Accounts as if they were a party to these Rules. You represent and warrant to us that you have the authority to act for and bind such subsidiaries and affiliates to these Rules, and agree to be responsible for any unpaid fees, charges or other Obligations of such subsidiaries or affiliates. Otherwise, except as expressly provided in these Rules (including with respect to Obligations) or by Applicable Law, these Rules are not for the benefit of any other person, and no other person will have any right against you or us in connection with these Rules. Waiver of Jury Trial You agree that any suit, action or proceeding, whether as part of a claim or counterclaim, brought or instituted by you on or with respect to these Rules or any event,transaction or occurrence arising out of or in any way connected with these Rules shall be tried only by a court and not by a jury. YOU EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. You acknowledge that we would not have opened or maintained any Account for you if this waiver of jury trial were not part these Rules. Miscellaneous Entire Agreement. These Rules, together with our Funds Availability Policy and Privacy Policy, account opening forms, schedules and information specifically referred to in these Rules, and the Master Agreement and any separate service terms or agreement in effect between us constitutes the entire agreement between us regarding your Accounts and supersedes any and all prior representations, understandings and proposals. There are no oral agreements between us. These Rules are binding upon and for the benefit of you, your successors and permitted assigns, and us and our successors and assigns. Our internal rules and procedures are for our own internal benefit and do not create any rights for you. 19 Force Majeure. We shall not be responsible for, nor shall we incur any liability to you for any failure, error, malfunction or any delay in carrying out any of our obligations under these Rules if any such failure, error, malfunction or delay results from causes beyond our reasonable control, including without limitation, fire, casualty, breakdown in equipment or failure of telecommunications or third party data processing services, internet disruptions, lockout, strike, accident, act of God, act of terrorism, riot, war or the enactment, issuance or operation of any adverse governmental law, ruling, regulation, order or decree, or an emergency that prevents us from operating normally. Governing Law; Severability. These Rules are governed by and shall be interpreted under the laws of the United States and of the State of Ohio (including the Uniform Commercial Code of Ohio, as in effect from time to time), and other Applicable Law. To the extent any Applicable Law may be modified or supplemented by agreement of the parties and the provisions of these Rules or any other agreement or document applicable to your Account or transactions have done so, you and we agree to such modifications and supplements and the term "Applicable Law" shall be construed to include such laws as so modified or supplemented. To the extent any term or provision in these Rules or the application of such provision to any person or situation is invalid or unlawful under Applicable Law, such provision shall be deemed modified to comply with Applicable Law, and the remainder of these Rules and the application of such provision to other persons or situations shall not be affected. Notices. Except as otherwise provided in a separate agreement between you and us, or as indicated in our brochures or materials with respect to a specific aspect of your Account, all notices and other communications by you or us relating to your Accounts must be in writing and, • if to you, addressed to your primary address as shown in our records, • if to us, at the branch office where you opened the Account, or at such other address as we may specify in writing. Any notice or communication to you or us will be effective no later than when actually received, and there has been a reasonable time to act on it. We are entitled to rely on any written notice or other communication that we believe in good faith to be genuine and to have been authorized by you. We may give notices and communications to you in any reasonable form or medium and by such means as are permitted by Applicable Law. Facsimiles and E-mail. E-mail communications from you, including instructions, are not binding on us and do not constitute notice to us as contemplated by these Rules unless we otherwise expressly agree in writing. We may, however, rely on the content of e-mail communications from you as being authorized if we accept the communication in good faith and reasonably believe it was sent by an Authorized Person. We will NEVER ask you for such information in an e-mail. You must NEVER provide your Account number, security information or other confidential information in an e-mail to us or any person. 20 Processors. You acknowledge that we may arrange for some or all of our services to be performed or provided by third party processors, who may or may not be affiliates. You further agree that any such processor is a third party beneficiary of these Rules and as such is entitled to rely on, and avail itself of,the provisions of these Rules as if it was us, including the limits on liability and indemnities. We are responsible for the processors we select. Inactive Accounts. If an Account has had no withdrawal or deposit activity, and we have had no contact from you regarding the Account for six (6) months, we may consider the Account inactive and stop sending Account statements. Service fees and other terms applicable to active Accounts will apply to the Account while it is inactive except where prohibited by law. Inactive Accounts may be subject to additional fees. You understand that under state abandoned property laws, we must turn over to the state your Account if it has been inactive for a specified period of time as prescribed by Applicable Law. Relationship. The relationship created by any deposit is that of debtor and creditor and otherwise the relationship between us is that of independent contractor. No fiduciary or other special relationship exists except as required by law. Recording. You authorize us to monitor, record and retain telephone calls, electronic messages and other data transmissions at any time without notice for any reason including to provide a record of instructions with respect to your Accounts, but we are not obligated to do so. Transfer and Assignment Restrictions. You may not transfer or assign any of your rights to, or grant a security interest in any Account or right to use the Account without our prior written consent. Other Agreements. To the extent that terms of these Rules directly conflict with the terms of any other written agreement between you and us relating to any Accounts or services provided by us, the specific terms of such other agreement shall control. Even if a provision of these Rules is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of these Rules will not be affected or impaired by such holding. Waiver. We may waive, but only in writing, any provision of these Rules, but the waiver will apply only to that provision and on that occasion. In no event is any waiver or series of waivers to be construed as creating or requiring a waiver of any provision in the future. Time Limitation. Except as otherwise specifically provided in these Rules, any claim by you under these Rules or to recover a loss or damages related to your account must be commenced within one year from the date that the event giving rise to the claim first occurred. 21 FUNDS AVAILABILITY POLICY FOR TRANSACTION ACCOUNTS Fifth Third Bank is continually working to improve the collection of checks and the availability of funds. The Expedited Funds Availability Act gives the Federal Reserve Board powers to increase the speed of check clearings. As a result, Fifth Third Bank is required to notify you of the details of this regulation which affect the availability of funds deposited to your checking Account. For deposits made on Saturday, Sunday or a Federal Holiday, the day of your deposit is the next business day. "Business Day" is defined for purposes of this Availability Policy as Monday through Friday, excluding federal holidays or as otherwise posted in the Banking Center. If you make a deposit at any affiliate banking center on a Business Day that the affiliate banking center is open and prior to closing, we will consider that day to be the day of deposit. However, if you make a deposit on a day that we are not open or after the banking center is closed, we will consider that the deposit was made on the next Business Day that we are open. Contact your local banking center or www.53.com for additional information on your banking center's hours of business. Funds received after certain cut- off times for certain channels and products may be credited as of the next business day. The earliest cut-off time for funds transferred to your checking Account using Fifth Third Direct is 7:00 PM EST. To determine if later cut-off times are available, please contact your local banking center. The "day of deposit" for deposits made at an Automated Teller Machine (ATM) at or after 2:00 PM (7:00 PM in Western Pennsylvania, Georgia and North Carolina, St. Louis, Tampa, Central Ohio, South Florida, Central Florida or Chicago) local time is the next Business Day. Funds from cash, wire transfer and electronic direct deposits to your Account will be available on the day we receive the deposit. The types of deposits available on the first business day after the day your deposit is received by a Fifth Third Bank employee are: • U.S. Treasury checks that are payable to you, • Federal Reserve Bank checks that are payable to you, • Federal Home Loan Bank checks that are payable to you, • Postal money orders that are payable to you. • State and local government checks * • Cashier's checks * • Certified checks * * A special deposit slip must be obtained from a Fifth Third Bank customer service representative in order to process these types of deposits for next day availability, provided the Item(s) are payable to you and deposited into your Account. 22 If you do not make your deposit of the Items listed above in person to a Fifth Third Bank employee (for example if you mail the deposit), funds will be available no later than the second business day after the day your deposit is received. If you present an item to be cashed, we may place a hold on a corresponding amount of available funds in your Account for the same amount of time the funds would not have been available had the item been deposited into your Account. Availability of Other Check Deposits The availability of funds for commercial and business accounts, in most cases, is as follows: 1. The first $200 from a deposit of a check(s) will be available on the first business day after the day of your deposit. The remaining funds will be available no later than the second business day after the day of your deposit. 2. In the case of some credit union drafts that are payable through another bank, the determining factor will be the location of the credit union, not the payable through bank whose routing number may appear on the check. Deposits Made At Automated Teller Machines (ATM) Deposits, including deposits made from a transfer between Accounts, made before 2:00 PM, 7:00 PM in Western Pennsylvania, Georgia and North Carolina, St. Louis, Tampa, Central Ohio, South Florida, Central Florida or Chicago) local time on a regular business day, at a Fifth Third Bank ATM will be treated as deposited that day. Deposits made at and after 2:00 PM (7:00 PM in Western Pennsylvania, Georgia and North Carolina, St. Louis, Tampa, Central Ohio, South Florida, Central Florida or Chicago) local time on a regular business day or on a non-business day at a Fifth Third Bank ATM, will be treated as deposited on the next business day. You will receive the first $100 from ATM non- cash deposits received after 2:00 PM EST, but before 9:00 PM EST, on the day we receive the deposit. Cash deposits received prior to 9 PM EST into an ATM with image capabilities, where the deposit does not require an envelope or deposit slip, will be available on the day we receive the deposit. Deposits made at a non Fifth Third Bank ATM will be treated as deposited when received and credited by your Bank. Any item deposited through an ATM may not, at our discretion, be considered a deposit until it is accepted by us. For purposes of determining the applicable ATM cut-off time, the location where the deposit account was opened will determine which ATM cut-off time applies. Acceptance will occur when we place the item in the collection process. An unprocessable item, including but not limited to unendorsed items, non-processable items, etc, will not be considered a deposit. Deposits at an ATM may not be permitted prior to Account opening. In all other respects, ATM deposits will be accorded the availability described herein for the type of items deposited. ATM deposits are limited to $50,000 for Fifth Third ATMs and $10,000 for all non-Fifth Third ATMs. 23 Extraordinary Circumstances In some cases, funds that you deposit by check will not be available according to the schedule defined herein. If all the funds from your non-ATM deposit will not be available according to the scenarios described herein, a customer service representative will notify you when your funds will be available at the time you make your deposit. If we decide to take this action after you leave the premises, we will mail you notice of when the funds will be available by the business day after we receive your deposit (or the Business Day following the day the facts upon which a determination to hold your funds become known to us). If your deposit is not made directly to a bank employee, and if we decide to take this action, we will mail you notice when the funds will be available by the business day after we receive your deposit. If you want to be sure when a particular deposit will be available for withdrawal, you should ask us when the funds will be available. It's important to know that, even though your Account may show available funds, the check you deposited may not be authentic or may not have cleared the bank it was drawn on. Extraordinary circumstances, which may delay the availability of funds deposited for a longer period include, but are not limited to: • Reason to believe the check deposited will not be paid. • Checks totaling more than $5,000 that are deposited on the same day. • A check is redeposited that has been returned unpaid. • The deposit Account has been repeatedly overdrawn in the last six months. • An emergency, such as failure of communications or computer equipment, occurs. • An operational issue has occurred, such as failure of an ATM owning financial institution to timely balance or reconcile the ATM and/or the ATM deposits. Availability of funds will generally be no later than the seventh business day after the day of your deposit. 24 The Following Applies To New Accounts During The First 30 Days Funds from deposits of cash and the first $5,000 of a day's total deposits of cashier's, certified, traveler's and state and local government checks will be available on the first business day after the day your deposit is received by us provided all checks are payable to you and you use a special deposit slip, if required. If you do not make this deposit in person to one of our employees, the first $5,000 will be available on the second business day after the day your deposit is received by us. The excess over $5,000 will be available no later than the ninth business day after the day of your deposit. The first $5,000 from a deposit of U.S. Treasury checks, U.S. Postal money orders, Federal Reserve Bank checks and Federal Home Loan checks payable to you and deposited in person to one of our employees will be available on the first business day after the day of your deposit. The excess over $5,000 will be available no later than the ninth business day after the day of your deposit. Funds from electronic direct deposits to your Account will be available on the day we receive the deposit. Funds from wire transfers into your Account will be available on the first Business Day after the day we receive the transfer. Funds from all other check deposits will be available no later than the ninth Business Day after the day of your deposit. An Account is not considered a new Account if you have had, within 30 calendar days before the Account is established, another transaction Account with us for at least 30 calendar days. Endorsements The Expedited Funds Availability Act includes provisions to standardize check endorsements. As a depositor of checks,the regulation limits the location of your endorsement to the top 1.5 inches at the trailing edge of the check. The trailing edge is directly behind where the "Pay to the Order" is printed. This is where most endorsements are usually placed. Any marks below the 1.5 inches on the back of the check may obscure the bank's information and ultimately result in a delay in returning the check, and could result in the forfeiture of your right to the recovery of those funds. Transfer Limitations The following limitations apply: 25 • For security reasons, there are limits on the amount of cash withdrawals from the Account that may be made from Fifth Third ATMs or other ATMs. • There are limits on the amount of cash you may withdraw or transfer immediately after you make a deposit. • No deposits or withdrawals may be made on a dormant Account through Fifth Third ATMs or other ATMs. • For security reasons, there may be other limits on the number and amount of transactions you can make using Fifth Third Bank ATMs or other ATM terminal systems. Savings/MMDA Account Transaction Policies Unlimited Transactions: • You may make an unlimited number of payments from your savings/mmda Account(s) to repay your Fifth Third loan or credit card Accounts. • Withdrawals/Transfers made in person or at an ATM are unlimited. Limitations: You are limited to six of the following transactions from your savings accounts each month: • Preauthorized or automatic withdrawals/transfers including but not limited to: • Automatic transfers from your savings account to cover an overdraft. • Internet Banking - transfer of funds or bill payment from your savings account to third parties or to other deposit accounts at Fifth Third. • Preauthorized ACH or Electronic Transfers. • Fifth Third Telephone Banking or any money management payment from your savings account. • Point-of-sale transactions with a debit card. • Checks or drafts payable to third parties. 26 Notification of Excessive Transfers: We will send you notice after the first and second month of excessive withdrawals or transfers. After three instances of exceeding the allowable number of withdrawals or transfers, your savings/MMDA Account may be closed and funds placed in a checking Account, or you may be offered other options to eliminate future excessive transfers, including but not limited to, removal of the savings/MMDA Account's transfer and draft capabilities. Fees: A fee may be assessed for each preauthorized or automatic withdrawal of transfer over six per month. 27 FIFTH THIRD PRIVACY NOTICE FOR COMMERCIAL CUSTOMERS I. Introduction This Privacy Notice for Commercial Customers (the "Notice") applies to Company Information (as defined below) about individuals and business or other entities that seek or obtain financial products and services from Fifth Third for business or commercial purposes ("Commercial Customers"). This Notice does not apply to information received from individuals who seek or obtain financial products or services from us for personal, family or household purposes; such consumer information is governed by the Fifth Third Privacy Notice for Consumer Information. For purposes of this Notice, "Company Information" means any information about a Commercial Customer from which the Commercial Customer could be identified, whether obtained directly from the Commercial Customer or from another source. Company Information may include, but is not limited to: (a) Company name; (b) physical address, including street name and name of city or town; (c) an e-mail address or other electronic contact information; (d)a telephone number; (e)a tax identification number; (f)a credit history; (g) a bank or credit card account number; (h) financial statements; (i) information about officers, directors, and other control persons; and (j)any other information from or about a Commercial Customer. However, the following is not considered Company Information: (a) aggregated or anonymous information that does not identify a customer and (b) information that Fifth Third obtains from a public source (or knows to be available from a public source). Fifth Third may make changes to this Notice from time to time. It is available to you at https://www.53.com/site/global/privacy-security/. II.How We Gather Company Information We may gather and retain Company Information about Commercial Customers from the following sources: • Applications or other forms that you provide to us; • Financial account activity and transactions(such as payment history, account balances and usage); • Credit-related information from credit reporting agencies; • Information from website visits(such as cookies,usage and transaction history, and other technical data that we use for security purposes and to enhance the online experience); • Information we receive from third parties such as data providers or independent researchers. III. How We Share Company Information 28 Fifth Third shares Company Information among and between all of its affiliates. You may not opt-out of this sharing. Fifth Third may share Company Information with non- affiliated third parties and with Vantiv, LLC ("Vantiv") in order to offer you additional products and services. Fifth Third has an ownership interest in Vantiv. You have the right to opt-out of such sharing, as described below in "How To Change Your Privacy Options." Fifth Third may also disclose Company Information to non-affiliated third parties for routine business reasons. For example, Fifth Third may disclose Company Information to service providers and other third parties as necessary to facilitate a transaction requested by a Commercial Customer. You may not opt-out of this sharing. Each of the above third parties with which we share Company Information as described above is obligated to keep the information we provide to them confidential. In addition to the above, Fifth Third may also disclose Company Information to non- affiliated third parties in response to a subpoena, warrant, or court order, or as otherwise required or advisable considering applicable law or regulation. Fifth Third may collect certain financial information about individuals —such as business owners or loan guarantors - that Fifth Third receives in connection with providing products or services to a Commercial Customer. Fifth Third will not use or transfer such information for any purpose other than facilitating the commercial transaction for which the information as originally provided, except with the consent of the individual. Please note that Fifth Third does sell loans and other obligations to third parties for a variety of reasons. Consent of the individual, guarantors or borrowers is not required and notice will not be provided in the event of a sale of any loan or other obligation to a third party. IV.How To Change Your Privacy Options We will share Company Information as described in Section III above unless you direct us otherwise by taking one of the below steps. Note that based on the sharing practices above,there are certain instances that you may not opt out of. • Write to us at Fifth Third, Customer Service, Privacy Administration, Post Office Box 4444, Cincinnati, Ohio 45263-4444. Requests must include Company name, address, contact telephone number, relation Tax Identification Number ("TIN") for all business entities that will opt out and account number(s) (if applicable). Incomplete information will delay or possibly prevent our ability to honor your request. • Call a Fifth Third Customer Service Professional at 1-800-889-5269. • Visit any Fifth Third Banking Center. 29 Our system will be updated to reflect your privacy preferences within 30 days following receipt of the request with complete information. You can verify the update by calling the Customer Service number listed above or visiting any Fifth Third Banking Center. If you have already shared with us your privacy preferences under this Notice, it is not necessary to contact us again. We will continue to honor the preferences you have provided. V.Security To protect Company Information from unauthorized access and use, we use appropriate physical, procedural and technical safeguards as required by law. VI. Fifth Third Companies Covered by this Notice This notice will apply to all affiliates of Fifth Third, now existing or hereafter arising. This list is available to you at https://www.53.com/affiliatedcompanies. FTB Legal 8.2016 1826142.16 30 FIRST AMENDMENT TO AGREEMENT FOR BANKING SERVICES Ml rC l THIS AMENDMENT is entered into as of this day of afi4 2017 and is to that certain Agreement Number 2017-128 dated October 1St, 2017, hereinafter "the Agreement", by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, hereinafter referred to as "CITY" and FIFTH THIRD BANK, 200 E. Robinson Street, Orlando, FL 32801 hereinafter referred to as"CONTRACTOR". The parties, in exchange for the mutual covenants contained herein and in the Agreement, agree as follows: 1. This Amendment expressly modifies the Agreement and in the event of a conflict, the terms and conditions of this Amendment shall prevail. 2. The Commercial Card Agreement and Commercial Card Rebate Amendment referred to and incorporated into the Agreement is hereby amended to include the addition of commercial card services program as more particularly described in Attachment "A" attached hereto and incorporated herein. 3. All other terms and conditions set forth in the Agreement shall remain in full force and effect and unchanged as agreed to by the parties. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. City of Clermont Attest: Gail L. Ash, Mayor Tracy Ackroyd Howe, City Clerk Date: `J d Fifth Third Bank Attest: By: V21441(it. Dauri A. Sandison Corporate Secretary Treasury Management Sales Officer Vice President ATTACHMENT A '-'1°11°11.11.14211111"111.161 FIFTH THIRD BANK' COMMERCIAL CARD SERVICE AGREEMENT This Commercial Card Service Agreement("Agreement")is entered into by and between Fifth Third Bank,an Ohio banking corporation ("Bank"or"we") and the undersigned Customer("Customer" or"you") effective as of the date accepted by Bank as written on the signature page to this Agreement under its signature. 1. Introduction Card Programs. The Fifth Third Commercial Card is designed to handle all of an organization's purchasing,travel, and fleet spending needs through a single card platform. Our Card programs offer a wide array of features and control options including merchant category and velocity controls that limit your Cardholders to or from a particular category of spend.Certain features of our Card programs including Fifth Third ePay®may be accessed pursuant to the Access Channels described below The Card Service. At your request, we have agreed to provide to you our Commercial Card Service on the terms and subject to the conditions set forth in this Agreement (the "Card Service"). The Card Service consists of the Account, the Cards and the related services described in this Agreement. The Card Service may only be used for business or commercial purposes and not for personal, family, household or other consumer purposes. This Agreement is not binding on us until one of our authorized officers has executed it and delivered the signed copy to you. Information. Before we can make the Card Service available to you, you are required to complete a set up and implementation process and complete related forms. This process includes the selection of important features and options available with the Card Service and the designation of persons with authority to act for you("Authorized Persons"). Some of this information will be entered into forms by one of our representatives. In addition, we may require information or the execution of documents at various times throughout the duration of this Agreement. You agree to provide any information and to execute documents that we reasonably require in connection with the Card Service. Additional information about, and requirements for the Card Service and various features of the Card Service may be included in reference guides and other information we provide to you in the set up process and throughout your use of the Card Service in hard copy or online(as updated from time to time, "User Guides"). Representatives. We rely on the information provided to us by an Authorized Person or agents,officers,employees and representatives of you or your subsidiaries ("Representatives") in providing the Card Service to you. Any changes in Representatives or to the information you provide us must be promptly communicated to us and given or promptly confirmed in writing although we may, in our sole discretion, act on oral requests for changes. A change shall be effective only after we receive the proper request for such change and we have had a reasonable opportunity to act on the request. Until then, we may rely on status of your Representatives as previously given to us,and on information that purports to have been authorized by individuals you previously authorized. You agree that we may refuse to comply with requests from any person until we receive documentation reasonably satisfactory to us confirming the person's authority. OCAA. This Agreement is one of the Bank Agreements referred to in the Online Channel Access Agreement in effect between Customer and us (as it may be amended from time to time, the "OCAA"). The Card Services provided under this Agreement are"Bank Services" for purposes of the OCAA and this Agreement. The OCAA governs the Access Channel and Channel Services(each as defined in the OCAA)used to access the Card Services and together with this Agreement govern the Card Services provided to Customer contemplated by this Agreement. October 20I6 If Customer uses the Channel Services without having executed an OCAA, Customer will be nevertheless be bound by the OCAA in the form provided or made available to Customer. Channel Services. The Channel Services available in connection with the Card Services include the Admin Applications described in Section 17 of this Agreement. 2. Establishment of Account and Issuance of Cards The Account. Upon completion of the set up process, we will establish for you a commercial credit account ("Account") subject to the credit limit we impose, and issue one or more cards (or similar devices) and account numbers associated with your Account("Card"or"Cards")to your Representatives as designated by you from time to time ("Cardholders") in accordance with this Agreement and our Card Service procedures. At your request, Cards may be issued in the name of a group or department,or as a Nameless Card(as described below),and we can enable you to effect transactions solely with a Card or Account number without a physical card or device. All use of such Cards or Account number and transaction are considered as effected by a Card on the Account for purposes of this Agreement. We will issue each Card for the original term indicated on the Card. Unless and until a Card has been properly cancelled,the Card is valid and may be used for transactions,and a renewal or replacement Card will be issued for it. Once issued as requested by you and subject to the provisions of this Agreement, you are solely responsible for the use of the Card and for imposing and enforcing any limits or restraints you wish to impose on a Cardholder's use of the Card. Cardholders. As part of your responsibility for your Cardholders,you agree to:(a)limit use of all Cards to business or commercial purposes on your behalf; (b)review,or cause each Cardholder to review,the Cards upon receipt to confirm that all information relating to you or the Cardholder on the Card is correct,and to notify us immediately if the information is not correct;(c)impose internal controls and procedures to prevent fraud and unauthorized use of a Card;and,(d)timely review and reconcile all Account activity and transactions as further described below. Transactions. Cards and the Account may be used to effect the purchase or reservation of goods or services and cash advances by all generally recognized means unless otherwise restricted by us including swipe, virtual card numbers (if you select this feature of the Card Service), signed seller drafts, telephone, internet entry, use of an account number or otherwise. We are not responsible for the failure or refusal of anyone to honor a Card. Subject to the express limitations set forth in this Agreement, you are responsible for all uses of a Card and Card number regardless of the means by which the transaction is effected and regardless of whether it is authorized by you or violates your internal policies, controls or restrictions. Merchant category and velocity controls, when properly implemented and used by you and reported by the merchant,can be effective in controlling transaction activity. Card Administrator. In the set up process for the Card Service, you will appoint an individual to serve as your administrator("Card Administrator") with the authority to administer and manage the use of the Card Service on your behalf as further described in this Agreement and the User Guide including the authority to issue,impose limits on and cancel Cards and accept and act on communications from us regarding the Card Service. Customer Identification Program. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain,verify, and record information that identifies each person or business entity that establishes an Account. When you establish an Account with us,you must provide us with your business entity name,principal and local(if different)address,date of establishment, employer identification number and other information. We may also seek additional information or documents. You agree that we may seek information about you from third parties to confirm your identity and for other Account related purposes. We are required to follow these procedures even if you are already a customer of ours. 2 3. Promise to Pay Obligation. You promise to pay us all Obligations without deduction or setoff in accordance with this Agreement. Subject to the limitation under"Fifth Third Use Liability Policy"in the following paragraph,you are required to pay us whether or not the use of the Account,Card,account numbers or other incurrence of indebtedness was authorized by you. Cancellation of a Card or termination of the Account does not in any way excuse your obligation to pay for all purchases or other charges incurred against or in connection with the Account or with any Card or account number through the effective time of the cancellation or termination. As used in this Agreement, the term "Obligations" means (a) the aggregate outstanding principal amount of, and all interest, fees and charges on advances made by us on or in connection with the Account, through the use of a Card, an account number or otherwise (including any interest accruing after the commencement of any proceeding by or against you under the federal or state bankruptcy, insolvency or other similar laws,and any other interest that would have accrued but for the commencement of such proceeding),(b)all of your obligations and liabilities for the indemnification of us under this Agreement,and(c)all fees,costs,charges,expenses,reimbursements and other similar obligations from time to time owing to us under this Agreement. Payment of the Account balance is due in full monthly on the due date specified by us in the set up process unless otherwise expressly agreed by you and us in the set up process as evidenced by our implementation records("Payment Due Date"). Fifth Third Use Liability Policy. if you believe that a transaction on your Account was unauthorized, you must notify us as soon as possible but not more than sixty (60) days after the transaction in question appears on your Account Statement(as defined below). You will be required to provide us with reasonable information about the transaction to enable us to investigate the matter,and to reasonably cooperate with us in any investigation. If you do that, and the following conditions are met, you will not be responsible for the unauthorized transaction: (a) the transaction was not effected by a current or former employee or other Cardholder designated by you;(b)there are no past due obligations on the Account; and, (c) you have exercised reasonable care in safeguarding your Cards and Account from unauthorized use including that you did not provide,directly, by implication or otherwise, the right to use a Card or the Account to the person effecting the transaction, or receive any tangible benefit from the transaction. If the conditions in this paragraph are satisfied, we will credit your Account for the amount of the transaction in question and any fees and interest that may have been applied or accrued as a result of that transaction. In addition, MasterCard or other payment network associated with the Cards, if any(a"Payment Network") may offer a liability protection program; contact the Payment Network for additional information. We will provide a copy of the Payment Network's program literature upon request. If we have issued fewer than ten Cards in connection with the Account,your liability for a series of unauthorized uses cannot exceed either$50 or the value obtained through the unauthorized use before the card issuer is notified,whichever is less. The term"unauthorized use" means the use of a credit card by a person, other than the Cardholder, who does not have actual, implied, or apparent authority for such use,and from which the Cardholder and you receive no benefit. 4. Periodic Account Statements Effect. After the close of each billing cycle,we will mail or transmit to you an Account Statement,with transactions on each Card or Account number during the billing cycle itemized separately as subaccounts on the main Account ("Account Statement"). You may also request in writing that we mail or transmit individual statement memos to each Cardholder at a specified address. The Account Statement will show transactions that have been posted to the Account in connection with any Card since the last Account Statement, any payments and adjustments to the Account,any fees charged to any Card or the Account,any finance charges,the outstanding balances on each Card and on the Account and the Payment Due Date. Discrepancies. Except for matters subject to Section 3, if there is a discrepancy between your records and the information shown on any Account Statement or other confirmation,or you discover any other error in an Account Statement or confirmation, you must notify us within thirty (30) calendar days after you receive such Account Statement or confirmation, or within such greater amount of time as may be required by applicable law. You must also follow the procedures described in the User Guide. if you fail to notify us within such 30-day period or fail to follow the prescribed procedures,you may be precluded from asserting the discrepancy against us and you will be obligated to us as provided on the applicable Account Statement. All entries in our books, records and accounts shall constitute conclusive evidence of transactions unless you furnish proof of manifest error. Foreign Currency Transactions. To convert transactions made in foreign currencies into U.S. dollars, the relevant Payment Network will use its then-current currency conversion rates and the procedures established by such 3 Payment Network in its sole discretion. Currently, the currency conversion rate used to determine the transaction amount in U.S. dollars is generally either a wholesale market rate or a government-mandated rate in effect on the date of the conversion, increased by the applicable conversion charge determined by the Payment Network,if any. The currency conversion rate used on the conversion date may differ from the rate in effect on the date the transaction occurred. 5. Making Payments Payment Due Date. Payment of the full amount of the Account as shown on the Account Statement is always due on or before the Payment Due Date shown on the Account Statement. The Card Service is a full pay Account -you must pay in full the amount specified on the Account Statement. Any amount of the Account balance not timely paid is subject to a finance charge as calculated by us based on the finance charge specified in the Fee Schedule. Payments. Payments must be made in U.S. dollars. Except for payments made by Auto Debit as described below, you are responsible for timely making payments in the form we accept for receipt at the destination we specify to you on or before the date due. Payments not delivered or transmitted in that form to that destination will not be treated as timely received. Payments received after 3:00 p.m.,Eastern Time,on any business day or on a day which is not a business day will be credited on the next business day. Credit to any Card or the Account may be delayed for up to five days if the payment is not(a)made in U.S.dollars drawn on or from a U.S.financial institution located in the U.S.or by money order,or(b)accompanied by the proper account number and if not made electronically,not accompanied by the top portion of the Account Statement. Delayed crediting may cause you to incur additional fees and finance charges. Debit Authorization. Unless you and we have agreed in writing to payment by another method,all payments on the Account shall be made by direct automated clearinghouse(ACH)debits to your banking account with us or another financial institution("Auto Debit"). You agree to complete an authorization form required by us and you authorize us to initiate debit entries to the account with the financial institution you designate for the amount due on the Account Statement until you have properly revoked the authorization. You agree to be bound by the NACHA Operating Rules with respect to these ACH transactions. We agree to timely initiate Auto Debits for payments on the Account subject to access to and availability of funds in,your bank account. Application. We reserve the right to apply payments and other credits to the Account in any manner that we may choose in our sole discretion. All credits for payments to the Account are subject to final payment or settlement by the institution on which the item of payment was drawn or from which the electronic payment was made. Although we may post payments as of the date we receive them,the available credit limit associated with the Account may not be restored for up to five days after we receive the payment. Credit Balances. Credit balances will be applied to the next Account Statement unless you and we expressly agree otherwise. 6. Fee Schedule Except as we may expressly agree in a written agreement executed by our authorized representative and delivered to you by us,you agree to pay all fees,interest and charges associated with the Account including those set forth in the Account Fees Schedule(the"Fee Schedule")attached to,or accompanying the executed version of this Agreement which is incorporated into this Agreement by this reference; if a Fee Schedule is not so attached or accompanying the executed version of this Agreement,you agree to pay our standard account fees, interest,penalties and charges. The Fee Schedule may be revised by us as provided in Section 19 of this Agreement.If there is any conflict between this Agreement and the Fee Schedule, this Agreement shall govern, but only to the extent reasonably necessary to resolve the conflict. Any finance charges,fees and other amounts,including penalties,assessed against the Account will be posted as direct charges to the Account and will count against the applicable credit limit until paid. 7. Account Controls Monitoring Obligation. You are responsible for monitoring the use of the Cards,account numbers and the Account, and detecting unauthorized or improper use. We offer online account management tools through the Channel 4 Services to assist you in carrying out this responsibility, including access to transaction information and the means to cancel a Card or impose limits on the use of a Card. Lost or Stolen Cards; Unauthorized Use. You are responsible for cancelling any lost, misused or stolen Cards, Cards or the Account that you suspect may have been the subject of fraud,unauthorized use or misuse,and the Card (and associated authorization)of any Cardholder no longer authorized by you to use a Card, whether as a result of termination of employment or otherwise. You are responsible for retrieving the cancelled Card and destroying it to prevent further use. You may also cancel a Card or terminate a Cardholder's use of a Card by calling our customer service center. All telephone communications by you to us must be made by calling our customer service center at 1-800-375-1747 as soon as the need arises. You understand that we will require a reasonable amount of time to act on any request made by telephone. You will not be liable for unauthorized use that occurs after you notify us of the loss, theft, or possible unauthorized use in writing at Madisonville Operations Center, Issuer Disputes Dept.,Mail Drop IMO2G,Cincinnati,Ohio 45263 or by telephone at the number given above. Our Programs. We may(but are not obligated to)apply software programs and other techniques to detect patterns and other indications of potential fraud and unauthorized use of the Account. These programs and techniques are not a substitute for proper Account management and the implementation and enforcement of Card controls by you, and cannot be relied upon to prevent fraud or unauthorized use. Our techniques may, however,result in the denial of a transaction,reduction of limits or other actions by us as indicated by such programs and techniques. 0 8. Credit Limit Establishment. We will establish an aggregate credit limit for the Account and communicate the limit to you prior to or during the set up process. You are responsible for specifying a credit limit for each individual Card or class of Cards you request for Cardholders. You understand that you can impose and change Card limits through the Channel Services. We may refuse to authorize any transaction against a Card that would bring the total amount outstanding against the Card or against the Account as a whole to a level that would exceed the relevant credit limit. Over-limit Transactions. If we determine in our sole discretion to authorize or accept a transaction on the Account or a Card that would exceed the credit limit for the Account or that Card,we shall not be liable for doing so. If we authorize or accept a transaction which exceeds the relevant credit limit,you shall,at our request immediately pay in full the entire amount of the excess,together with any applicable over-limit charges and related fees. Changes. We may from time to time and in our sole discretion (a) change the Account's or any Card's credit limit(s),(b)reduce the Account or Card credit limit to$0,(c)cancel one or more Cards or close the Account,or(d) limit the number and amount of transactions on the Card or the Account. We will notify you promptly in the event we decide to take such action on the Account or a Card. While we expressly reserve the discretion described in this paragraph, except for cases of known or suspected fraud,changes resulting from regulatory requirements or where we believe there exists a risk of loss to us, we will use commercially reasonable efforts to consult with you in advance prior to reducing credit limits for the Account or any Card. 9. Representations, Warranties and Undertakings Ours. We represent and warrant to you that: (a) we have the legal right to execute and perform our obligations under this Agreement;(b) we are duly organized,validly existing and in good standing under the laws of Ohio; (c) the execution and delivery by us of this Agreement has been authorized by all necessary corporate and required governmental action; (d)the person signing this Agreement on our behalf is duly authorized to do so; and, (e) our execution,delivery and performance of this Agreement do not violate any laws,rules or regulations affecting us or the provision of the Card Service,our articles of association or bylaws,or any material agreement that is binding on us. Yours. You represent and warrant to us that: (a)the financial statements you have delivered or made available to us at any time have been prepared in accordance with US Generally Accepted Accounting Principles, and fully and fairly present your financial condition as of the dates of the statements and results of operations for the periods covered by the statements; all other financial information you have provided is true and correct; you have not suffered or incurred a material adverse change in your business, financial condition or operating results since the date of the most recent financial statements you provided to us;and,you are not subject to any material undisclosed liability;(b)you have the legal right to execute and perform your obligations under this Agreement;(c)you arc duly 5 organized,validly existing and in good standing in the jurisdiction in which you were organized; (d)the execution and delivery by you of this Agreement and the incurrence of the Obligations have been authorized by all necessary corporate and required governmental action;(e)each person signing this Agreement on your behalf is an Authorized Person and is duly authorized to do so;and,(f)your execution,delivery and performance of this Agreement do not violate any laws,rules or regulations affecting you or your use of the Card Service,your articles of incorporation, bylaws or similar governing documents,or any material agreement that is binding on you. Regulation GG. You agree not to use the Account in connection with any business of placing, receiving or otherwise knowingly transmitting bets or wagers by any means which involves the use, at least in part, of the Internet, or for any other transaction which is prohibited by Federal Reserve Regulation GG - Unlawful Internet Gambling Enforcement Act of 2006. Financial Statements. Except to the extent your current financial statements are timely filed with, and publicly available from the Securities and Exchange Commission, you agree to furnish us upon request with your current financial statements and other information pertaining to your business or financial condition,and operating results. 10. Confidentiality,Security and Privacy Your Obligations. You represent that you have in place,and covenant that you will maintain in effect and enforce reasonable policies and measures to reduce the incidence of fraud and other unauthorized use of,and access to Cards and your Account and to preserve the confidentiality of your Account numbers and account access procedures. In addition,you agree to safeguard,keep confidential and not disclose to any third party the payment,pricing terms or fees for the Card Service and any Security Procedures,and to limit the internal disclosure and distribution of such information to your Representatives who have a need to know such information. You must notify us immediately if there has been a breach of your security,or any Security Procedures have been have been lost,stolen,compromised or misused.Notwithstanding the foregoing,the confidentiality obligations set forth in this Section 10 do not apply to the extent you are subject to freedom of information,open government or similar laws or regulations requiring you to disclose any such information. Our Obligations. We acknowledge that all non-public information we obtain from you in providing the Card Service may be confidential. We will maintain the confidentiality of such information in accordance with our normal procedures for safeguarding customer information. We may,however,share your information in accordance with the Fifth Third Privacy Notice for Commercial Customers("Privacy Policy")which is available on our website at www.53.com. System Security. We have implemented policies, procedures, and controls to safeguard Customer information in accordance with Applicable Law including the Interagency Guidelines Establishing Standards for Safeguarding Customer Information which address standards for security, confidentiality and integrity of customer information. We are subject to periodic reviews by our federal banldng regulators. Breach Incidents. We will notify Customer of security breach incidents involving Customer's information as required by and in accordance with Applicable Law. 11. Disclaimer of Warranties We disclaim all warranties expressed or implied in connection with the Card Service,and any such warranties are hereby expressly excluded. We do not warrant that the Card Service shall be error free or that the use of the Card Service shall be uninterrupted. YOU WAIVE ALL WARRANTIES,EXPRESS,IMPLIED OR STATUTORY, INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. Limitation of Liability YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT: IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY AT LAW OR IN EQUITY FOR ANY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH THE CARD SERVICE OR THIS AGREEMENT THAT ARE NOT DIRECT, ACTUAL DAMAGES RESULTING FROM OUR BAD FAITH, 6 GROSS NEGLIGENCE OR WILFULL MISCONDUCT IN PROVIDING THE CARD SERVICE; AND, WE WILL NOT IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR SPECULATIVE LOSSES OR DAMAGES (INCLUDING LOST PROFITS, GOOD WILL AND OPPORTUNITIES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES AND REGARDLESS OF THE TYPE OF CLAIM. Except for our subcontractors,we shall not in any event be liable for(a)any loss,damage or injury caused by any act or omission of any third party, whether or not such third party was chosen by us, (b) any charges imposed by any third party, or (c) any loss, damage or injury caused by any failure of the hardware or software used by a third party to provide the Card Service to you. In addition, we shall not be responsible for,or incur any liability to you for any failure or delay in carrying out any of our obligations under this Agreement,if such failure or delay was caused by any third party. 13. Your Indemnification Obligations Except to the extent prohibited by applicable law, you agree to indemnify and hold us and our officers, directors, employees, shareholders and agents harmless from and against any and all losses, liabilities, actions, claims, judgments, settlements, damages, costs and expenses, including reasonable fees, expenses and costs of outside and in-house legal counsel(collectively,"Losses")resulting directly or indirectly from,or arising in connection with(a) our providing the Account or Cards,extending credit to you or otherwise providing the Card Service to you (other than Losses that result from our bad faith,gross negligence or willful misconduct),(h)your violation of any of your representations, warranties or covenants under this Agreement and (c)Individual Billing or the issuance by us, or use by you, of Nameless Cards (each as defined below) other than Losses that result from our bad faith, gross negligence or willful misconduct. 14. Special Situations Nameless Cards. If you request that we issue Cards without the individual Cardholder's name embossed or otherwise noted on the Card (a"Nameless Card"),you acknowledge that we strongly recommend against the use of Nameless Cards. Nameless Cards present, among other risks, the increased risk of loss to you from fraud and unauthorized or improper use. If you nevertheless request that we issue Nameless Cards,you assume all known and unforeseeable risks associated with the use of a Nameless Card and release us and our Representatives from any and all liability for issuing and the use of a Nameless Card. Individual Billing. If you request that we bill any Cardholder individually (a practice sometimes referred to as "Individual Billing"),you acknowledge that we recommend against the practice. If you nevertheless request,and we agree to send individual Account Statements to one or more individual Cardholders,you acknowledge that you arc in no way relieved of any of your Obligations under this Agreement whatsoever including the obligation to timely pay the full amount due for that Card and all other Cards by the applicable Payment Due Date, as well as all applicable fees, interest and charges. You assume all known and unforeseeable risks associated with Individual Billing and release us and our Representatives from any and all liability for Individual Billing. License of Your Marks. For some of our Card programs,we offer you the ability to affix a Mark(as defined below) to a physical Card. If you wish to use this feature of our Card Service,you grant to us a non-transferable,non-sub- licensable, non-exclusive, royalty-free, worldwide license to use the trademark, trade name or service mark and related design or logo that you specify(collectively, "Marks") for the sole purposes of affixing it to Cards issued under this Agreement. The use and display of the Mark on a Card is subject to our requirements and approval,and the approval of the Payment Network. You represent and warrant to us that you have the right to use and license to us the Mark as contemplated by this Agreement and that the Mark,your license of the Mark and the use of the Mark on a Card do not infringe or violate the intellectual property or other rights of any third party. We agree that we will use the Marks only in the manner you authorize, and that you retain all rights in and to the Marks not expressly granted under this Agreement. Once you approve the model of the Mark for impression on a Card, you may be responsible for the costs we have incurred in producing the Card and Mark design should you not use that model. 15. Default Events. Subject to applicable law,you shall be in default under this Agreement upon the occurrence of any one of the following: (a)you fail to make any payment of any Obligation when due in accordance with provisions of this Agreement; (b)you become generally unable to pay your debts as they become due; (c)any other creditor tries by 7 legal process to take or foreclose upon any of your assets; (d)you or any guarantor of the Obligations: becomes g insolvent,is placed in receivership,is adjudicated bankrupt,or is subject to any voluntary or involuntary bankruptcy or insolvency proceeding or any assignment for the benefit of your creditors; (e)you provide us with any false or misleading material information; (f) any representation or warranty made by you in this Agreement is untrue or incorrect in any material respect or you breach in any material respect any covenant or undertaking under this Agreement;(g)you are in default of any other credit,loan, leasing or similar agreement for the extension of credit you have with us or any of our affiliates;(h)you violate any applicable law in connection with the Account or use of the Cards; (i) any guarantor or other third party that has guaranteed or assumed any responsibility for the Obligations is in default of any guaranty or similar agreement with us; or (j) we believe in good faith that your ability to pay or perform the Obligations under this Agreement has been materially impaired.You may incur fees or other charges in connection with a default. The payment of any fee or other charge will not cure the default that triggered the fee or charge. Remedies. If you are in default under this Agreement,we may in our sole discretion,subject to applicable law take any one or more of the following actions:(i)declare all or any portion of the Obligations to be immediately due and payable; (ii) allow you to repay the Obligations according to the terms of this Agreement; (iii) immediately terminate this Agreement,the Account and any and all Cards and authorizations relating to the Account;(iv)revoke or suspend the use of the Account,reduce the Account credit limit or otherwise limit your ability to use any Cards; and,(v)enforce any applicable guaranty of the Obligation,(vi) liquidate any collateral securing the Obligations or any guaranty; and (vii) commence an action against you to collect all amounts owed in connection with this Agreement. You are liable for any court costs and reasonable attorneys' fees incurred by us in the collection of the Obligations. 16. Term and Termination Term. The term of this Agreement commences on the date it is accepted and executed by us and continues until terminated by us under this Section 16 or by us or you upon thirty(30)days written notice to the other party. Termination Rights. We may terminate this Agreement or terminate or suspend the Card Service if; (a)you are in default as provided in Section 15; (b) any person or group acting in concert that does not on the date of this Agreement control a majority of your outstanding stock acquires, directly or indirectly(whether by merger, stock purchase or issuance,recapitalization,reorganization or otherwise),a majority of your outstanding stock;or(c)the continued provision of the Card Service in accordance with the terms of this Agreement would, in the good faith opinion of our legal counsel,violate federal,state or local law or any regulation applicable to our business. We will provide notice of the exercise of our termination rights as soon as practical. Your Actions. Upon any termination of the Card Service or this Agreement,you shall: (a)promptly pay to us all sums due or to become due under this Agreement; (b) have no further right to make use of the Card Service, Account or any Card;and(c)surrender to us or destroy all Cards that have been issued to you or to any Cardholder. Effect. Termination of this Agreement, the Account or any Card does not release you or us from any of our respective obligations that arose or became effective prior to such termination; you remain fully obligated to repay all amounts owed to us under this Agreement or in connection with the Account, the use of the Cards or account numbers or otherwise. In addition, all provisions of this Agreement relating to the parties' respective warranties, representations, limitation of liability, confidentiality, proprietary rights, and indemnification shall survive the termination of the Card Service,the Account and this Agreement. 17. Channel Services Options. We offer several management and administrative applications ("Admin Applications") as part of the Channel Services associated with our Card Service. Some or all of these applications may be hosted or provided by the Payment Network or another third party and may be subject the terms of use posted through that application. You may,at your option and where available,access the Admin Applications with a single sign on from Fifth Third Direct,without additional log in requirements for that Channel Service. Updates to,and new features of,the Admin Applications and other Channel Services may be described in updates to the User Guide,and any related terms of use will be posted through the applicable Admin Applications. Updates and features offered by us,and the related terms of use will become part of the Card Service and this Agreement upon first use by you. 8 Administration. Use of any Admin Application is optional on your part. The Card Administrator has full authority to use all of the Admin Applications. Users are provisioned for the Admin Applications by the Channel Administrator or Card Administrator. For the sake of clarity, the term User as used in this Agreement does not include a Cardholder except as expressly noted to the contrary. Card Management. Card Management is your general Admin Application for the overall administration of your Card program. The Card Administrator and authorized Users have the ability to: designate persons who will be issued Cards and become Cardholders and establish their individual Card credit limit and spending controls;cancel a Card and change the credit limit associated with a Card; issue replacement Cards for damaged or lost Cards or to effect a name change on an existing Card; select, create and maintain templates through the Channel Services that implement available spending controls; and, obtain information and reports about, and monitor Account and Card use. Payment Platform. The Payment Platform enables the Channel Administrator and authorized Users to make payments on the Account and enables Cardholders to make payment of their respective Card balances.Payments are effected through ACH transactions authorized through the platform. Each payer making a payment through the Payment Platform is responsible for the accuracy, timeliness and completeness of the data they input into the platform and for the availability of funds in the payment account. Cardholder Portal.The Cardholder Portal gives your Cardholders who register to use this application the ability to access and manage information about their Card usage. The Cardholder Portal can also be accessed through the Commercial Card Mobile App which is available for download by any Cardholder on a recognized,enabled mobile device through an approved app location. Each Cardholder is responsible for establishing and safeguarding its Credentials to access the app. Smart Data. Smart Data(or SDG2) is an Admin Application provided by MasterCard that facilitates the reporting and management of account activity for Users and Cardholders(including their managers). Security Procedures. Access to the Channel Services for the Card Service is subject to "Security Procedures" as further described in the OCAA. You understand that all access to, and use of the Channel Services using such Security Procedures will be considered by us and the providers of the Channel Services for all purposes and without further investigation to be authorized by you and your Users and Cardholders,as the case may be,and that we and the other providers may act and rely upon all instructions or data transmitted to us or them using the Security Procedures. Additions and Changes. We may in the future add or change features of these Admin Applications, add new or withdraw existing Admin Applications at any time. We will provide notice of the addition or change together with any change to this Agreement related to the addition or change,through the applicable Admin Application,update to the User Guide or notice to your Channel or Card Administrator. Your first use of the Admin Application after notice of the addition or change constitutes your acceptance of the addition or change. 18. Fifth Third ePay The Solution. Fifth Third ePay is an Admin Application that provides you the ability to pay your vendors through an integrated preapproval process and virtual card numbers, and includes features to integrate transaction data into your existing accounting and reporting infrastructure. Fifth Third ePay includes two solutions: "Fifth Third ePay Online"and"Fifth Third ePay Batch." These solutions are described in greater detail in the Fifth Third ePay User Guide. The use of virtual card numbers in connection with Fifth Third ePay is considered for all purposes of this Agreement to be the authorized use of a Card and the Account. MasterCard inControl. Fifth Third ePay is based upon a license from MasterCard International of the MasterCard inControlTM platform and is accessed through an Access Channel. MasterCard also offers a direct interface to the inControlTM Platform that is not part of our Card Service;we may,however,upon request,assist in enabling a direct connection through an API-based solution to the inControl Platform. Any such connection may be subject to additional agreements between you and MasterCard. The inControl trademark is owned by MasterCard International. 9 Online. Fifth Third ePay Online enables you to make payments using the Account to vendors and others to whom you wish to make payment ("Vendors") on an individual basis. Fifth Third ePay Online generates authorized, virtual card numbers through the platform that you give to your Vendor to enable them to authorize a payment to their account. Batch. Fifth Third ePay Batch enables you to manage your accounts payable by enrolling one or more Vendors in an automated platform to receive payment information from you. When you desire to make a payment to an enrolled Vendor,you will transmit to us a payment file that includes the name of each Vendor you wish to pay by Card and the payment amount. You can communicate payment,vendor and confirmation information to us through an Access Channel or direct transmission as established with us in the set up process. Based on the payment and Vendor information and your confirmation,we create a payment data sheet(encrypted for virtual card transactions) that we send by email to the email account for the Vendor contact person you specify in the set up process. The payment data sheet includes a fixed or variable (at your option)virtual card number against which the Vendor can process your payment through MasterCard as with any other Card payment. You arc responsible for obtaining proper authorization from your Vendor to participate in this payment process and for the accuracy of the Vendor data,billing and payment information you send to us. We are not responsible if the payment or account information you provide us is not accurate or timely,or if a Vendor fails to receive or act upon the email and payment data sheet we send to the email account you give us. Card Administrator. If you elect to use Fifth Third ePay,your Card Administrator will have the authority to manage this Admin Application on your behalf In addition to any other authority they may have, the Card Administrator will be able to (a) provision Users with the authority to request and generate virtual account numbers for making payments as part of the Card Service and establish the limits, if any on the authority of such persons, (b) provision Users with the authority to designate and enroll vendors to whom payments may be made through Fifth Third ePay and provide us with Vendor and payment information. Additions and Changes. We may in the future add or change features of these Admin Applications, add new or withdraw existing Admin Applications at any time. We will provide notice of the addition or change together with any change to this Agreement related to the addition or change,through the applicable Admin Application,update to the User Guide or notice to your Channel or Card Administrator. Your first use of the Admin Application after notice of the addition or change constitutes your acceptance of the addition or change. 19. General Provisions Merchants. We have no liability or responsibility for:(a)goods or services purchased with a Card or the Account or for any dispute you may have with a merchant or Vendor over goods or services you purchase, a merchant's or Vendor's use of a Card or Account number you give to them; (b)a merchant's or supplier's failure to accept the Card or the Account;or,(c)any failure of a merchant to seek authorization before honoring a Card. You are in all events responsible for the purchases you make with the Card or Account. Vantiv. If you are using the merchant processing services of Vantiv,LLC("Vantiv"),you understand that Vantiv is a separate, independent legal entity. We are not responsible for the actions or obligations of Vantiv,or any agent or vendor engaged or used by Vantiv with respect to merchant processing services. Banking Agreements. If you are a party to our Master Treasury Management Agreement,you and we agree that the Card Services provided under this Agreement are not subject to or part of the Master Treasury Management Agreement. Amendments. We may amend, supplement or change(a"revision")the terms of this Agreement including the Fee Schedule at any time and from time to time as follows: by a written instrument signed by both parties; or, we may give you at least thirty(30)calendar days'prior written or electronic notice(including through website posting)of a revision and if you do not give us written notice of your termination of this Agreement before the expiration of the thirty (30) day period or the later effective date specified in such notice, you are deemed to have accepted the revision. If, however, a revision to this Agreement is, in our good faith opinion, required by law or a regulatory authority with jurisdiction over us, we will provide you notice of such revision and the revision will be effective immediately upon us giving you notice. Subject to applicable law, any revision shall apply to the outstanding balance on the Account on the effective date of the revision and to any future balances created after that date. No 10 revision to this Agreement or Fee Schedule shall affect in any manner your obligation to pay in full all Obligations under this Agreement. Delay in Enforcement. We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under this Agreement or under applicable law without losing any of such rights or any other rights or remedies. Even if we do not enforce our rights or remedies at any specific time, we may enforce them at a later date. For example, we may accept late payments or payments that are marked "payment in full" or with other restrictive endorsements without losing any of our rights under this Agreement or applicable law. Notice. Any written notice from you to us shall be effective once we have received the notice and had a reasonable opportunity to act on it. Any written notice from us to you shall be effective and deemed delivered when mailed to you at your address as it appears on our records. Force Majeure. We shall not be responsible for, nor shall we incur any liability to you for any failure, error, malfunction or any delay in carrying out any of our obligations under this Agreement if any such failure, error, malfunction or delay results from causes beyond our reasonable control,including without limitation,fire,casualty, breakdown in equipment or failure of telecommunications or third party data processing services, internet disruptions,lockout,strike,accident,act of God,act of terrorism,riot,war or the enactment,issuance or operation of any adverse governmental law,ruling,regulation,order or decree,or an emergency that prevents us from operating normally. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. You may not sell, assign or transfer the Account or any of your rights or obligations under this Agreement. We may sell,assign or transfer the Account,or any balance due thereon,and our rights and obligations under this Agreement without prior notice to,or consent from you,which notice and consent arc knowingly waived by you. Set-off. You agree that we may set off any and all funds in any bank account you have with us or any of our affiliates(excluding any account expressly titled to clearly demonstrate that the account is held by you in a fiduciary or representative capacity for a third party) against or to pay any Obligation you have to us under this Agreement. We may exercise our right of set off by debit or other means without recourse to other rights or collateral,if any, we may have and regardless of the effect on your bank account. You waive notice of the exercise of these rights to the extent permitted by applicable law. Our right of set off is limited only to the extent expressly limited by applicable law. Entire Agreement. This Agreement,together with the Fee Schedule, User Guide and any separate pricing,rebate or other similar agreement or amendment executed by the parties that specifically refers to this Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Card Service and the Account, and supersedes any prior or contemporaneous proposal, understandings, discussions or agreements between the parties with respect to the Card Service and the Account. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. No person or entity other than the parties, their permitted assigns, indemnified persons, our subcontractors and contractors,and the Payment Network shall have any rights under this Agreement. Electronic Copies. The parties agree that this Agreement may be executed and delivered by facsimile or electronic mail in PDF or similar format and that the copies or counterpart signature pages so sent shall be treated and have the same force and effect as delivery of an original with a manual signature. Our records as to the executed Agreement shall be controlling. We may,however,require that Customer deliver an original of this Agreement with a manual original signature. Severability. If performance of the Card Service in accordance with the terms of this Agreement would result in a violation of any present or future statute,regulation or government policy to which we are subject,and that governs or affects the Card Service or any transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the degree necessary to comply with such statute, regulation or policy, and we shall incur no liability to you as a result of such violation or amendment. If any provision of this Agreement is deemed to be illegal, invalid, void or unenforceable by a court of competent jurisdiction, or by any governmental agency with jurisdiction in such matter,such provision shall continue enforceable to the extent permitted by that court or agency, 11 and the remainder shall be deemed stricken from this Agreement. All other provisions shall remain in full force and effect. Compliance with Law. We and you each agree to comply with,and be responsible for all applicable state,local and federal statutes, rules, regulations, orders, directives,policies and other laws, and the rules and regulations of any applicable Payment Networks or payment clearing system. Without limiting the generality of your obligations,you agree to comply with programs and regulations administered by the Office of Foreign Assets Control("OFAC")and the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCen") including screening each Cardholder to insure such Cardholder is not on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC and implementing measures to prevent use of the Account in violation of such programs and regulations. Governing Law;Venue.This Agreement and any claims or disputes relating to or arising out of this Agreement or the Card Service shall exclusively be governed by,and construed in accordance with,the laws of the State of Ohio, without regard to Ohio's conflict of law principles, and with applicable federal laws and regulations. You irrevocably submit to the nonexclusive jurisdiction of the courts of the state and federal courts in Ohio and agree that any legal action or proceeding with respect to this Agreement or the Card Service may be commenced by us in such courts. Waiver of Jury Trial. You agree that any suit, action or proceeding, whether as part of a claim or counterclaim, brought or instituted by you on or with respect to this Agreement or any event,transaction or occurrence arising out of or in any way connected with this Agreement shall be tried only by a court and not by a jury. YOU EXPRESSLY,KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT,ACTION OR PROCEEDING. You acknowledge that we would not have extended credit under this Agreement if this waiver of jury trial were not part this Agreement. Headings. The Section headings used in this Agreement are for convenience only,and do not in any way limit or define your or our rights or obligations under this Agreement. (****Signature Page Immediately Follows****) 12 I Signature Page to Commercial Card Service Agreement WITNESS, the parties have caused this Agreement to be executed by their respective duly authorized representative. City of Clermont FIFTH THIRD BANK (CUSTOMER'S LEGAL NAME) By: By: � c'^- Name:GQ I L Namc: Qi-A--4--1 .9 p�cL�•� CN.�,?L Title: ma Title: 11 P [Second Si ature(if require by Customer's resolutions)] [Second Ba 'epresentative Si:nature] By: By: 11 A Name: Pt-•1 \ _, Name: lilt/I'i/:1 Title( ,` _)V J i- Title: (NM; l. DATED: 3 - / , 2011 13 „..................07...,.....„ FIFTH THIRD BANK” COMMERCIAL CARD REBATE AMENDMENT This Commercial Card Rebate Amendment ("Rebate Amendment") amends the Commercial Card Service Agreement (as amended from time to time, the "Card Agreement") currently in effect between the "Customer" identified on the Signature Page ("you") and Fifth Third Bank ("we" or "us"). Capitalized Terms used but not defined in this document have the meaning assigned to them in the Card Agreement. In consideration of the mutual agreements of the parties set forth in this Rebate Amendment and your commitment to use the Cards and Account,the parties agree as follows: 1. Definitions. As used in this Rebate Amendment, the following terms have the indicated meanings: "ATS"or "Average Transaction Size" is equal to the result of dividing Qualified Volume for a Calendar Year by the number of transactions that generated the Qualified Volume for that Calendar Year as calculated by us. "Calendar Year" means the period from January 1 of a year through December 31 of the same year; if the Effective Date is other than January 1, the first Calendar Year will be deemed to commence on the execution date of this Rebate Amendment and end on December 31 of the same year as the Effective Date, and the last Calendar Year shall be deemed to end on the date of the expiration or termination of the Rebate Term (as defined below) and to begin on the immediately preceding January 1 of the same year in which the expiration or termination occurred. "Card Losses" mean the amount of charge-offs and other losses we incur in connection with your Account as a result of your failure to pay any amount owing on the Account as principal, interest or fees or other charges, but not including amounts not chargeable to you under the Card Agreement as a result of the Fifth Third Use Liability Policy. "Discount Transactions" mean transactions that are subject to discount interchange rates that are less than large ticket interchange rates as established and designated by MasterCard International, Inc. ("MasterCard"). "Effective Date" means, if the execution date of this Rebate Amendment is the first calendar day of a month, that date; otherwise, the first day of the first full calendar month after the execution date. March 2016 Standard CONFIDENTIAL "Large Ticket Transactions" or "LTI" mean transactions that qualify for reduced interchange rates as established and designated by the respective association (MasterCard or Visa). "Qualified Volume" means the US dollar amount of transactions for the purchase of goods and services attributable to a MasterCard Card issued under the Card Agreement during the period of calculation excluding: (a) the principal amount of any balance transfer, cash advances or checks, credits and returns, account fees, finance charges, transaction fees, delinquency fees, over-the-limit fees, and any other fees imposed by us, MasterCard or another entity; (b) Card Losses; and (c) any other amounts not chargeable to you under the terms of the Card Agreement including by virtue of the Fifth Third Use Liability Policy or similar protection plan provided by MasterCard or otherwise. "Qualified Volume" may also be referred to as "Spend" or"Rebate Spend." 2. Rebate. Determination. Subject to the fulfillment of the Rebate Conditions (as defined below), we will pay to you for each Calendar Year during the Rebate Term a rebate ("Rebate") equal to the sum of the following products: (a) your Qualified Volume for such Calendar Year (excluding Large Ticket Transactions and Discount Transactions) multiplied by the applicable payment percentage ("Rebate Percentage") in the row corresponding to your total Qualified Volume (including Large Ticket Transactions and Discount Transactions)and under column corresponding to your ATS for such Calendar Year, all as set forth in the Rebate Table included on Exhibit A; plus (b) your Qualified Volume of Large Ticket Transactions in such Calendar Year multiplied by the lower of (1) the Rebate Percentage for Large Ticket Transactions specified on Exhibit A and (ii)the Rebate Percentage applied under clause (a) above to your Qualified Volume; plus (c) your Qualified Volume of Discount Transactions in such Calendar Year multiplied by the lower of(i) the Rebate Percentage for Discount Transactions specified as Exhibit A and (ii) the Rebate Percentage applied under clause (a)above to your Qualified Volume. Subject to the terms of the paragraph entitled "Rebate Conditions" below, for any Calendar Year for which a Rebate is payable that is less than twelve months, your actual Qualified Volume for such period will be annualized to determine the applicable rebate tier and the actual Qualified Volume for such period will be multiplied by the Rebate Percentage in the applicable tier so determined. If you do not meet the minimum Qualified Volume level specified in the Rebate Table for a Calendar Year, no Rebate will be payable for that Calendar Year. This Rebate Amendment is not valid unless Exhibit A including a Rebate Table is attached or deemed attached to this Rebate Amendment at the time of signing this Rebate Amendment. 2 CONFIDENTIAL Card Losses. There will be deducted from each Rebate otherwise payable to you the amount of all Card Losses attributable to the Calendar Year in which the Rebate was earned or any subsequent period. Calculation. We will calculate the Qualified Volume, ATS and applicable Rebate in good faith and our determination will be final in the absence of manifest error. Your Rebate will be paid to you within the first quarter following the Calendar Year in which the Rebate was earned. Rebate Conditions. To be eligible for the Rebate for a Calendar Year, you must: (a) maintain the Account in good standing throughout such Calendar Year by timely paying all amounts due on the Account each month in accordance with the Card Agreement and otherwise being in compliance with, and not in default under the Card Agreement; (b) continue to actively use the Account during the entire Calendar Year; and (c) not have reduced your Qualified Volume due to use of, or transition to, a competing card or service, during the 90 days following the end of the Calendar Year (other than following expiration or termination of the Rebate Term) (the "Rebate Conditions"). In addition, if this Rebate Amendment or the Card Agreement is terminated by you for any reason or is terminated by us as a result of a Rebate Default (as defined in Section 3), you will be deemed to have failed to meet the Rebate Conditions for the Calendar Year in which such termination occurs. If the Rebate Conditions are not satisfied in or with respect to any Calendar Year, you are not entitled to a Rebate for that Calendar Year. Reports and Information. We will provide the calculations and supporting Qualified Volume and ATS documentation available to us for the Rebate upon your reasonable request. You agree to provide validation and documentation reasonably satisfactory to us of any transaction or other information we reasonably request to verify or support the Qualified Volume, ATS and calculation of the Rebate, and we may condition or withhold payment pending receipt of such information. Adjustment Events. Your Rebate terms have been established based in part on certain assumptions relating to a number of external conditions including interest rate and market conditions, your financial condition, and current regulatory requirements (including interchange rates and restrictions). Should a significant change in such conditions or requirements occur, we reserve the right to adjust your Rebate terms to reflect the effect of such change on us as determined by us in good faith. We will give you not fess than ninety (90) days notice of the implementation of any such adjustment. ATS. We may, for our own internal accounting purposes, obtain from or establish with you an estimated ATS but your Rebate will be calculated based on the actual ATS for the Calendar Year. 3 CONFIDENTIAL 3. Rebate Term. Unless terminated sooner as provided in this Rebate Amendment, the term of this Rebate Amendment ("Rebate Term") shall commence on the date this Rebate Amendment is executed and shall expire on the day immediately preceding the third anniversary of the Effective Date; provided however, that unless either party gives to the other party written notice of non-renewal of the Rebate Term not later than sixty (60) days prior to the expiration of the stated Rebate Term, the Rebate Term shall automatically be extended on a month-to-month basis until such time as this Rebate Amendment is terminated by either party upon sixty (60) days prior written notice. This Rebate Amendment and the Rebate Term terminate automatically upon the termination of the Card Agreement. We may terminate this Rebate Amendment immediately in our discretion at any time by giving you written notice (a) upon the occurrence of any default under the Card Agreement or any material breach of this Rebate Amendment by you or (b) upon any default by you in connection with any loan or advance we or any of our affiliates have made to you, or under any other indebtedness, obligation or liability you owe to us or any of our affiliates, whether now existing or arising in the future (any such event in clause (a)or(b), a "Rebate Default"). 4. Confidentiality. During the Rebate Term and for two (2) years after the Rebate Term, you and we agree to keep confidential all information relating to this Rebate Amendment including the existence, terms and conditions of this Rebate Amendment, and to not disclose such information except to those individuals within our respective organizations with a reasonable need to know such information. Each of us acknowledges that, in the event of a breach of this Section 4, the non-breaching party will likely suffer irreparable damage that cannot be fully remedied by monetary damages. Accordingly, in addition to any remedy that the non-breaching party may possess pursuant to applicable law, the non-breaching party has the right to seek and obtain injunctive relief against any such breach in any court of competent jurisdiction. Notwithstanding the foregoing, the restrictions and obligations set forth in this Section 4 do not apply to the extent you are subject to freedom of information, open government or similar laws or regulations requiring you to disclose any such information. 5. Effect. This Rebate Amendment amends the Card Agreement solely for purposes of establishing a rebate opportunity for you during the Rebate Term. All provisions of the Card Agreement not inconsistent with this Rebate Amendment shall remain unchanged and in full force and effect, and are ratified and confirmed. In the case of any irreconcilable conflict between the various provisions in the Card Agreement and this Rebate Amendment, the provisions of this Rebate Amendment shall prevail to the extent necessary to resolve the conflict. 6. Miscellaneous. We and you each represent and warrant to each other that this Rebate Amendment has been authorized by all necessary corporate or other entity action, and that the person signing this Rebate Amendment is duly authorized to do so. This Rebate Amendment evidences the entire agreement and understanding between us with respect to the payment of a rebate to you, and supersedes all prior agreements and discussions between us with respect to the payment of a rebate to you. 4 CONFIDENTIAL ******Signature Page Follows****** 5 Witness: The parties have caused this Rebate Amendment to be executed by their duly authorized representatives� as of the date set forth below. EXECUTED THIS Il ' 1Lrntt IC h 7 1 ,20 FIFTH THIRD BANK CUSTOMER: zug LL , C-(fr Print name: ZGtc�✓I "S,!-.rt� Print title: /I� Print name:4 1 t— . 1 S/ Print title: i , lct r By: I PAYMENT TERMS: [CUSTOMER INITIAL PAYMENT TERM SELECTED] Print name: 1 I L/ '» `Y Print title: IV 8/ ' 30/15 30/25 OTHER (SPECIFY, SUBJECT To OUR WRITTEN APPROVAL) IF NOT INITIALED,REBATE WILL BE BASED ON 30/25 Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp. Member FDIC. March 2016—Standard 1 CONFIDENTIAL EXHIBIT A (Attached) This Rebate Amendment is NOT valid unless the Rebate Table is attached. if, however a Rebate Table is not attached to this Rebate Amendment but there is in effect and not superseded a Rebate proposal from us set forth in a writing signed in ink by one of our authorized representatives that has been accepted by you, signed by you in ink, returned to us by you and appears in our records, that Rebate proposal is deemed incorporated into this Exhibit A. If a Rebate Table is attached to this Rebate Amendment, that Rebate Table supersedes any such proposal. TM Legal 03.2016 1824274.5 7 INIMMommumormir CONFIDENTIAL EXHIBIT A (Attached) This Rebate Amendment is NOT valid unless the Rebate Table is attached. If, however a Rebate Table is not attached to this Rebate Amendment but there is in effect and not superseded a Rebate proposal from us set forth in a writing signed in ink by one of our authorized representatives that has been accepted by you, signed by you in ink, returned to us by you and appears in our records, that Rebate proposal is deemed incorporated into this . Exhibit A. If a Rebate Table is attached to this Rebate Amendment, that Rebate Table supersedes any such proposal. REBATE SPEND LEVELS PAYMENT TERMS PAYMENT TERMS City of Clermont 30/25 30/15 1 TV Discount $1,000,000 $2,249,999.00 1.10% 1.20% 0.50% $.20% $2,500,000 $9,999,999.00 1.40% 1.50% 0.50% 1.20% $10,000,000 Or greater 1.60% 1.65% 1.50% 1.20% I