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A REGIONS
<br />MASTER AGREEMENT FOR TREASURY MANAGEMENT SERVICES
<br />(rev. 7/2015)
<br />This Master Agreement for Treasury Management Services ("Master Agreement") applies to and governs the use of Services provided by and/or
<br />through the Treasury Management Services department of Regions Bank. This Master Agreement supersedes and replaces all prior versions and
<br />editions of the Master Agreement for Treasury Management Services as of the effective date set forth above. By enrolling for the use of any
<br />Service, or by using or allowing any others to use any Service in relation to any of Customer's Accounts, Customer accepts and agrees to the terms
<br />and conditions of Part I of this Master Agreement, which is applicable to all Services, as may be in effect from time to time. Customer also accepts
<br />and agrees to the terms and conditions of those Articles in Part 2 of this Master Agreement governing the specific Service(s) Customer has selected
<br />in the Customer Profile.
<br />PART l: GENERAL TERMS AND CONDITIONS
<br />Definitions. The following definitions apply when the following terms are used in this Master Agreement:
<br />"Account" means any depositloan, or other account maintained by Customer with Bank which is eligible for any Service and which is
<br />used or affected in connection with the use of any Service. Bank reserves the right to determine the eligibility and/or ineligibility of any
<br />account for any Service at any time and from time to time, in Bank's sole and absolute discretion.
<br />"Authorized User" means any person or entity authorized by Customer to use any Service or to access any Customer Account, or
<br />reasonably believed by Bank to have been authorized by Customer to use any Service or to access any Customer Account, including
<br />(without limitation) any person or entity to which Customer has provided or disclosed a Security Device or made available or disclosed
<br />any Security Procedures, or any person or entity knowing or in possession of a Security Device or Security Procedure without regard to
<br />whether such person or entity gained access to or possession of the Security Device or Security Procedure from Customer, andlor any
<br />person or entity expressly authorized b use any Service or access any Customer Account in any Customer Profile or Service Schedule.
<br />Any Authorized User shall continue to be an Authorized User unless and until Customer has notified Bank, according to notification
<br />procedures prescribed by Bank, that such person or entity is no longer an Authorized User and until Bank has had a reasonable
<br />opportunity to act upon such notice.
<br />"Bank" means and refers to, as the context may require, Regions Bank or any affiliate of Regions Financial Corporation with which
<br />Customer has established one or more Accounts, and/or any agent, independent contractor, designee, or assignees that Bank may, in its
<br />sole discretion, involve in the provision of the Services. With regard to any arbitration and/or waiver of jury trial provisions set forth in
<br />this Master Agreement, such term additionally includes any parent, subsidiary, or affiliate ofRegions Bank, and any employees, officers,
<br />directors, agents and/or representatives of Regions Bank or of Regions Bank's parents, subsidiaries, or affiliates.
<br />"Confidential Information" means any and all documents, materials, data and/or information, in whatever form or format (including,
<br />without limitation, electronic media), which relates to any Service (including, without limitation, the Service Materials and Bank's
<br />product and service pricing structure, system design, and programming techniques), and any other information which Bank designates,
<br />orally or in writing, as confidential or proprietary information or which Customer has reason to know is confidential or proprietary
<br />information; provided, however, that notwithstanding the foregoing, Confidential Information shall not include information which is
<br />proprietary information of Customer, or which becomes generally available to the public other than as a result of a disclosure by or
<br />through Customer, or its agents, employees, representatives, contractors, subcontractors, successors or assigns, or which becomes
<br />available to Customer on a non -confidential basis from a source other than Bank, provided that such source is not bound by a
<br />confidentiality agreement with Bail; or is not otherwise prohibited from transmitting the information by a contractual, legal or fiduciary
<br />obligation.
<br />"Customer" means and refers to, as the context may require, each and every person or entity which now or hereafter is an Account
<br />holder with respect to, or has any interest in, any Account, and each and every person or entity which now or hereafter subscribes to or
<br />uses any of the Services.
<br />"Customer Profile" means any enrollment or informational document or form required or approved by Bank that is completed,
<br />submitted, or executed by or on behalf of Customer and that requests Bank to provide any Services, provides specifications relating to
<br />the provision of Services, or provides other information or confirmation relating to Customer's use of any Services, as amended from
<br />time to time.
<br />"General Terms " means the provisions contained in "Part 1: General Terms and Conditions" of the Master Agreement.
<br />"Securit ,Device" means, without limitation, any code, password, personal identification number, user identification technology, token,
<br />certificate, or other element, means, or method of authentication or identification used in connection with a Security Procedure.
<br />"Security Procedure" means any process or procedure established between Customer and Bank for the purpose of verifying that
<br />communications, orders, instructions, or inquiries regarding a Service transaction or other Service activity are those of Customer, and/or
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