CASH MANAGEMENT SCHEDULE SANTANDER TREASURY LINK SERVICE This Schedule is entered into by and between Santander Bank, N.A. (the "Bank") and the customer identified in the Cash Management Master Agreement to which this Schedule is attached (the "Customer"). The Bank and the Customer agree that the use by the Customer of the services provided by the Bank, as described below, shall be subject to the terms and conditions set forth in this Schedule and in the Cash Management Master Agreement. TERMS AND CONDITIONS 1. Definitions. As used in this Schedule, the following words or terms shall have the meanings set forth below: 1.1. Accounts" means each of the accounts held by the Customer at the Bank designated by the Customer for access through Service. 1.2. External Accounts means accounts held by the Customer at other banks that are designated for Information Reporting access through Service. 2. Santander Treasury Link. Santander Treasury Link is an electronic banking service for commercial clients, offering modular functionality including, but not limited to, the following: Information Reporting, Payments, Check Services, and Fraud Prevention. 2.1 Modular Functionality 2.1.1 Information Reporting The Information Reporting module permits you to access balance and transaction information for your Accounts at Bank and External Accounts on a current day and/or historical basis. There are a variety of features that allow you to create custom reports and perform searches for Account information you wish to view or export. Current Day reporting allows you to access Account balance and transaction reporting during the current business day. Transactions that display on current day reports are received by the Bank, but are not yet posted to your Account pending verification and any potential adjustment. Final Account balance and transaction information for your Accounts will appear on Prior Day reporting, which shows all final and posted Account activity. 2.1.1.1 Customer may choose to have information for their accounts at other financial institutions and other providers sent to Bank for inclusion in Santander Treasury Link Current Day or Prior Day reports. By electing this service, you consent to Bank receiving or transmitting, as applicable, your account and transaction information from or to necessary third parties, You agree to authorize the other financial institution or provider to send this information to Bank according to the specific level of detail and frequency of reporting selected by you when establishing this service with the sending financial institution or provider. Bank assumes no responsibility or liability relating to any third party s inability or unwillingness to participate in this reporting, or for the accuracy, completeness or timeliness of any information received from you or any such third party. Page 1 of 5
2.1.2 Check Services: The Check Services module allows Customer to manage stop payments, retrieve images of paid checks, deposit tickets, deposited items and returned items, and access images retrieved by a user on a specified day. The Check Services functions are available for Customer Accounts, but not for External Accounts. 2.1.2.1 Stop Payment: The Stop Payment feature allows Customer to create up to 10 nonsequential stop payment instructions or a range of stop payment instructions on their Accounts at Bank, as well as to cancel a single stop payment or a range of stop payments submitted to the Bank. Fields required to submit a stop payment instruction include: Account number, serial number, amount, issue date, and reason. 2.1.2.2 Check Inquiry and Image Search: The Check Inquiry function allows Customer to search for checks based on serial number, amount, or status. The Image Search function allows Customer to view images of paid checks, deposit tickets, deposited items and returned items. 2.1.3 Payments: The Payments module allows Customer to initiate transactions via ACH, Wire Transfer, and internal book transfers. 2.1.3.1 Automated Clearing House ( ACH ) Origination: The ACH Origination feature provides various ACH payment types for origination of ACH debit and credit entries. ACH transaction instructions are maintained in templates which are easily created and updated manually or by File Import. File Import can be used to import NACHA and other data files from Customer s accounting or other system. ACH batches can be set up to automatically be created on a recurring basis on a set frequency. Additional security is required at the Approval stage in the ACH module through the use of an authentication security device, as provided by Bank. 2.1.3.1.1 Note: Use of the ACH functionality is subject to the terms of the Schedule to the Cash Management Master Agreement for Automated Clearinghouse Services. 2.1.3.2 Wire Origination: The Wire Origination function allows Customer to initiate funds transfers of the following types: Domestic Wire Transfer, International USD Wire Transfer, International Foreign Currency Wire Transfer, Drawdowns, and Book Wire Transfer (a transfer between two Accounts at Bank, providing immediate debit to the sending account and immediate availability of funds in the receiving account). 2.1.3.2.1 Note: Use of the Wire Transfer functionality is subject to the terms of the Schedule to the Cash Management Master Agreement for Online Wire Transfer Services. 2.1.3.3 Transfers: The Transfers function allows Customer to initiate same-day value date transfer of available funds between two or more Accounts at Bank, providing immediate debit to the sending Account(s) and immediate availability of funds in the receiving Account(s). Transfers may be set to automatically recur on a set frequency. 2.1.4 Fraud Control: The Fraud Control module provides Customer with Positive Pay functionality to prevent fraud by comparing checks presented for payment to check issue information. Page 2 of 5
2.1.4.1 Positive Pay: The Positive Pay function helps prevent check fraud by allowing Customer to import or input check issue information. Each day, all in-clearing checks are compared to the check issue data, and any discrepancies are reviewed by Customer. Customer determines whether each suspect item should be paid or returned and the decision is communicated to Bank through Santander Treasury Link. 2.1.4.2 Reverse Positive Pay: The Reverse Positive Pay function helps prevent check fraud by allowing the customer to monitor and review checks on their own notify the Bank whether a check should be paid (or rejected) using Santander Treasury Link. 2.1.4.3 Note: Use of the Positive Pay functionality is subject to the terms of the Schedule to the Cash Management Master Agreement for Positive Pay. 2.1.5 Tools: The Tools module allows Customer to set up and maintain Alerts triggered by certain events regarding Customer s Accounts and/or services. 2.1.5.1 Alerts: Predefined Alert types can be setup for delivery via email, text, or Santander Treasury Link online inbox. Recipients do not need to have access to Santander Treasury Link to receive e-mail or text Alerts. Users who add recipients bear the responsibility for adding valid and appropriate email addresses and phone numbers for texts. Alerts are normally sent promptly after an event occur, but there can be delays in email systems and phone networks that can potentially affect the time at which a recipient receives an Alert. 2.1.5.2 The Tools module also provides Customer the ability for users to change their own passwords and to customize the startup screen/landing page in Santander Treasury Link. 3. Bank Obligations. Bank shall exercise commercially reasonable care in seeking to preserve the confidentiality of the user ID, password, test key, authentication device, or other code or identifier of Customer but shall not be under any liability of any kind for any loss incurred or damage suffered by Customer by reason of any unauthorized person gaining access to or otherwise making use of the Service. The implementation by Bank of its normal procedures for maintaining the confidentiality of information relating to its customers, and where possible the obtaining by Bank from any third parties engaged in the installation, maintenance and operation of the system of similar undertakings, shall constitute fulfillment of its obligation so to exercise due care. 4. Customer Obligations. 4.1 Customer shall be responsible for the accuracy and completeness of all data and instructions entered or given by Customer or any other person using Customer s systems, equipment, user IDs, passwords, authentication security device, or other code or identifier, and account numbers. 4.1.1 Customer will be responsible for all instructions and requests entered through and under Customer s user ID, password, authentication device, or other code or identifier and account numbers, and any instructions or requests received from Customer in connection with the Products and use of the System will be deemed to have been received from Customer, and Bank shall be entitled to rely thereon. Page 3 of 5
4.1.2 All instructions received from Customer in connection with the Product and use of the System shall be deemed to be made at the time received by Bank and in the form received. 4.2 Customer acknowledges that financial information accessible through the System may not be accurate due to the timing and posting of debits, credits, and/or other fees, which may or may not be reflected in Customer s account balances accessible through the Products. Therefore, the accuracy, completeness, timeliness or correct sequences of account information is not guaranteed by Bank. 4.2.1 Customer acknowledges there may be delays, omissions or inaccuracy in such transmitted information. 4.2.2 Customer agrees that Bank shall not have liability, contingent or otherwise, for the accuracy, completeness, timeliness, or correct sequencing of information, or for any decision made or action taken by Customer in reliance upon the information transmitted, or for interruption of any data, information or other aspect of the System. 4.3 Customer shall designate at least one individual user as an administrator, which means that this user will also be able to designate additional users of the Santander Treasury Link Product. The initial administrator assigned by Customer must be a signer on at least one of the Accounts on the system. 4.3.1 The administrator will be able to assign passwords to new users and grant access and user authority lesser than or equal to the administrator s level of access and authority regarding the Santander Treasury Link Product. 4.3.2 The administrator may add additional users of the Santander Treasury Link Product and may provide each user with their own unique user ID and user password. 4.3.3 The initial administrator designated by you shall have the authority to designate other administrators, each of whom shall have access and authority equal to the administrator s level of access and authority. 4.3.4 Customer will designate which individual(s) is/are authorized to act as administrator(s), and which accounts will be used for payments and transfers using services available through Santander Treasury Link. 4.3.5 Customer agrees that they are responsible for any Santander Treasury Link service activity (including without limitation, funds transfers, wire transfers and/or ACH transactions) of any user that Customer adds, including any administrator, as well as any user the administrator adds. 4.4 Customer shall take every step necessary to preserve the confidentiality of the user ID, password, authentication device, or other code or identifier and to prevent the use of the Products and System by unauthorized persons. 4.5 Customer assumes full responsibility for the consequences of any misuse or unauthorized use of or access to the System or disclosure of any confidential information or instructions of Customer by Customer's employees, agents, or other third parties. Page 4 of 5
4.6 Customer will use the Products only for its own internal business use in accordance with the terms of this Agreement. 4.7 Customer agrees immediately to notify Bank if Customer becomes aware of any of the following: (a) any loss or theft of Customer s user ID, password, authentication device, or other code or identifier and/or account numbers; (b) any unauthorized use of Customer s user ID, password, test key, authentication device, or other code or identifier and/or account numbers, or of the Products, or the System; (c) any failure by Bank to act on appropriate instructions received from Customer in connection with the Products, which instructions or requests have been received and/or transmitted through the System; or (d) any receipt and/or confirmation of instructions or requests which Customer did not place, or any similarly inaccurate or conflicting report or information received. 4.8 If the Customer terminates an employee that is a user of this system, they agree to do the following: 4.8.1 Use the Deactivation Date feature to immediately disable the employee s Santander Treasury Link User ID. 4.8.2 Obtain the employee s authentication security device (if applicable). 4.8.3 Notify the Bank of the employee s termination. 4.8.4 Return the individual s authentication security device to the Bank (if applicable) Page 5 of 5