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3. Reverse Positive Pay. In the Reverse Positive Pay Service, the Customer does not submit issue information, and the Bank reports to the
<br />Customer all checks presented for payment to the Bank on the previous banking day by serial number and amount. Customer must notify the Bank
<br />via email or online via iTreasury to an address provided to Customer by Bank by 11:00 AM CST/CDT with instructions to return those checks
<br />which Customer does not desire to pay. Any check as to which Customer does not timely and properly provide non-payment instructions will be
<br />deemed approved for payment by Customer, and if Customer does not notify Bank by the specified time with any non-payment instructions, all
<br />checks will be considered as approved for payment by Customer. Reverse Positive Pay does not prota against fraudulent items that are cashed at
<br />a banking office, and for that reason the Bank recommends Same Day Positive Pay or Next Day Positive Pay. Reverse Positive Pay does not replace
<br />Bank's standard check processing procedures, which may cause a check to be dishonored even if Customer's instructions or the defaultprocedurm
<br />do not otherwise require Bank to return such check. Ifthe Customer chooses to use Reverse Positive Pay, Customer accepts all risk of loss associated
<br />with Bark's payment of fraudulent items presented for payment over the counter at banking branch, except as may be attributable to the Band's
<br />lack of good faith or gross negligence.
<br />4. No Check Positive Pay Service. The No Check Positive Pay Service is designed for customers who do not intend to draw checks on
<br />their accounts. In the No Check Positive Pay Service, Bank and Customer do not exchange information about issued and presented checks according
<br />to the processes and procedures described herein with regard to other Positive Pay Services, and Bank automatically returns all checks presented
<br />and posted against Customer's account. If Customer has enrolled an account in the No Check Positive Pay Service, Customer releases Bank from
<br />any and all liability, including (without limitation) liability for wrongful dishonor, and agrees to indemnify Bank and hold Bank harmless from and
<br />against any and all damages, losses, fines, fees, taxes, legal expenses, ardor actions at law, related to or arising from the reran or dishonor of any
<br />check that actually is authorized by Qstomer and/or that otherwise would be properly payable with respect to Customer's account.
<br />a) Customer is responsible for providing and maintaining an updated list of Customerpersonnel authorized to make pay/no pay decisions
<br />on items to the Bank ("Authorized Personnel'). Information provided on the Service Schedule will remain in effect until an appropriate Customer
<br />representative otherwise notifies the Bank in writing of a change in the list of Authorized Personnel.
<br />b) Customer acrnowledges that notwithstanding the return of checks by the Bank in accordance with Customer's instructions in
<br />connection with the Service, the Customer may be subject to claims for payment by the payee of any check or by a holder in due course of a check.
<br />c) IfCustomer has enrolled for Bank's Commercial Check Imaging service and/or Bank's Reconcilement service, Customer hereby
<br />agrees that the terns and conditions of such services supplement the terms of this Article. This Article shall control over any inconsistencies
<br />between this Article and the Commercial Check Imaging Service Schedule and the Reconcilement Service Schedule as to the provision of the
<br />Service described in this Article.
<br />d) Customer shall be responsible for ensuring that all checks and Issue Files issued by Customer in connection with this Service meet
<br />Bank's quality standards and specifications. Without liability to any party, and without limiting any other right or remedy available to Bank, Bank
<br />shall be entitled to cease or suspend the Service, in whole or in part, in Bank's sole and absolute discretion and with or without notice to Customer,
<br />if the quality of the checks, including (but not limited to) the quality of the magnetically encoded characters on the face of each check and the
<br />quality and legibility of die payee name, or the quality of the Issue File do not meet Bank's standards and specifications, or if the checks otherwise
<br />cannot be processed on Bank's equipment, or if Customer shall otherwise fail to properly perform its duties, obligations, and responsibilities in
<br />connection with the Service, or shall commit any act or omission which impairs Bank's ability to provide or prevents Bank from providing the
<br />Service. Customer further acknowledges and agrees that if Customer has enrolled in the Payee Name Verification service and fails to meet Bank's
<br />quality standards, requirements and specifications for the printing of payee names on checks, then Bank, at its option and notwithstanding any other
<br />term or provision of this Article, may treat and process as a Conforming Check any check which bears an encoded check serial number and encoded
<br />amount which matches the description of an outstanding item in Customer's Issue File without regard the payee name on the check, and Customer
<br />shall bear and assume all risk as to any discrepancy, error, or nonconformity with respect to the payee name. Bank may charge, and Customer
<br />agrees to pay, a fee for the manual examination of any checks that do not meet Bank's quality standards, requirements and specifications for the
<br />printing of payee names on checks in connection with the Payee Name Verification service.
<br />e) The typos of exceptions identified using the Service are strictly limited to the exception definitions herein, according to the service
<br />level Customer has elected. Nothing in this Article shall be construed as relieving Customer of its normal due diligence responsibilities regarding
<br />the examination of account statements and individual checks to detect exceptions outside the scope of the Service provided to Customer hereunder
<br />(including, but not limited to, alteration of payee information if such information is not otherwise verified in connection with the Service). Bank
<br />shall not be liable for any loss arising from Customer's failure to exercise due diligence.
<br />t) Customer shall accept liability to any party and hold the Bank harmless for any damages, losses, fines, fees, taxes, legal expenses, or
<br />actions at law arising from the return (dishonor) of any check if such return resulted from the correct application of the Customer's pay/return
<br />instructions.
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