Vault Services

THE SERVICE The Vault Services allow Customer to have coin and currency deposits (“Deposits”) delivered to a Bank vault location for processing. Vault Services allow Customer to place orders for coin and currency and schedule regular order amounts for pick up. Deposits and order servicing requires Customer to establish an Account with Bank. Transportation: Customer must separately contract with an armored carrier that is acceptable to Bank (“Carrier”), to allow deposit delivery to a Bank vault location or order pickup from a Bank vault location. Alternatively, upon Customer’s request (which may be declined by Bank in its sole discretion), Bank may contract with a carrier of Bank’s choice (also “Carrier”), on terms acceptable to Bank in Bank’s sole opinion, in order to facilitate the afore-mentioned deliveries and/or pickups of Deposits. If this option is requested and approved, Customer agrees to (i) indemnify and hold harmless Bank for any claims, losses or liabilities Bank incurs as a result of providing for the transportation component of the Service, and (ii) those additional terms found in the below section entitled “Additional Terms When Bank Contracts With Carrier On Customer’s Behalf”. In either event, the Carrier must continue to meet Bank vault location requirements. In Bank’s sole discretion, if Bank’s requirements are not met, Bank reserves the right to deny deposits delivered to a Bank vault location or orders attempted to be picked up from a Bank vault location. Bank also offers additional Vault Services based on the needs of the Customer, including:

Virtual Vault. Through a partnership with nationally-recognized armored carriers, the Virtual Vault Service allows Bank to provide Customer with the same coin and currency depository features as our Vault Services. The Virtual Vault Service provides depository services to Customer outside of Bank’s geographic footprint. In addition, the Virtual Vault Service allows Customer to place change orders via a web-based application or a voice response system.

SafeBank. SafeBank allows Customer to deposit currency into a “smart” safe/bill counter (“Smart Safe”) and receive same-day credit. At an agreed upon deposit credit deadline, Customer’s Smart Safe is electronically polled daily to capture deposit totals. Once the deposit totals are received by Bank, Customer’s designated Account is provided with a provisional credit. Customer’s Smart Safe must be “serviced” (deposits are removed for verification purposes) at least once each calendar week and transported to a Bank-approved vault location.

COIN AND CURRENCY ORDERS (ALL VAULT SERVICES): Bank shall provide coin and currency in the amount and denomination requested by Customer (“Orders”). Customer agrees to pay for Orders at the time they are processed by Bank. Customer shall execute a supplemental authorization for a direct debit to an Account maintained at Bank in order for Customer to make such payments, as well as payments for any charges and fees due in connection with Vault Services. Orders will not be processed if Customer’s Account does not contain sufficient collected balances. Orders shall be delivered by Bank to the Carrier or any person the Carrier has certified to Bank is authorized to act on its behalf (“Representative"). Bank shall not be liable for any loss resulting from any fraud or misrepresentation with respect to any person's purported authority to act on behalf of Customer or Carrier.

C arrier or its Representative shall provide Bank with a receipt detailing either the actual amount of the Order, or the receipt of a sealed bag(s) said to contain a specified sum(s), which receipt

shall, in each instance, be conclusive evidence of the amount received by the Carrier or its Representative and a complete discharge of Bank as to the amount delivered or said to be delivered by Bank to the Carrier or its Representatives, without regard to whether the Carrier or its Representative makes actual physical delivery of the Order to Customer.

In the event that Bank should duplicate an Order, it is Customer's responsibility to refuse delivery. If a duplicate Order should be accepted, Customer assumes all liability for the protection of the funds until such time as said funds are returned to Bank for credit. Bank assumes no liability whatsoever in connection with the loss of any duplicated Order.

VAULT and VIRTUAL VAULT DEPOSITS Bank may accept and process deposits from the Carrier or it's Representative on behalf of Customer. All deposits must be delivered to Bank in securely locked pouches, tamper-evident bags, or sealed money bags, and shall be clearly labeled with Customer's name, address of origination and declared amount. The pouches and bags shall not contain any property whatsoever other than currency, coin, and negotiable paper owned by Customer which is intended for deposit in the Account. If any non-negotiable items are included in a deposit, such items will be forwarded to a special handling area, and if applicable, a corresponding adjustment will be made to the Account.

Foreign items and damaged items will not be processed and therefore should not be included in pouches or bags. Customer should contact its account officer for guidance on where to send such items for processing. If any such items are included in a deposit, they will be forwarded to special handling areas for further processing and if applicable, a coresponding adjustment will be made to the Account. Customer therefore acknowledges that there will be a delay in the final processing of any foreign or damaged items.

Any items received prior to full implementation of the Vault Service will not be processed. Such items will be returned to the Customer via their contracted transportation carrier. Customer therefore acknowledges that there will be a delay in the final processing of any items received prior to full implementation of the Vault Service.

Bank shall have the right to inspect all pouches and bags for tampering, and may refuse to accept the same for any reason.

Until Bank acknowledges acceptance by signing Carrier's receipt book, Bank incurs no liability for loss of the pouches or bags. Bank shall not be liable to Customer, as an insurer of such property.

Bank's acceptance of sealed pouches or bags constitutes signing for a declared amount; therefore, the Deposit will not be processed until the contents have been verified. Bank's findings with respect to the contents shall be conclusive and binding. Furthermore, to the extent there is a conflict between the Bank’s records regarding the Deposit and verified amount and the Customer’s records regarding the Deposit and declared amount, the Bank’s records shall control. Customer acknowledges and agrees that any credits to the Account based on the declared amount of the Deposit are provisional until verified by Bank. Bank will notify Customer if there is a discrepancy between the declared amount and the verified amount. The Account will be adjusted accordingly (up or down as the circumstances require) by Bank. Bank reserves the right to refuse to provide provisional credit for any Deposits at its reasonable discretion.

Checks delivered in separate bags or pouches and received prior to the designated deposit deadline will be processed on the same Business Day. Checks delivered after the designated deposit deadline will be processed the next Business Day. However, Customer acknowledges and agrees that circumstances may arise that may cause the crediting of Deposits to be delayed beyond the timeframes set forth herein, and, except for delays caused by the Bank’s gross negligence or willful misconduct, Bank shall not be liable for any claims, losses, or damages

caused by such delays. Mixing checks with cash in the same deposit may substantially delay check posting. Please refer to the Rules Governing Deposit Accounts for availability of your check deposits.

SAFEBANK DEPOSITS In order to utilize the SafeBank Deposit service, Customer must contract with a third party service provider approved by Bank (the “Smart Safe Vendor”) for currency removal, validation and/or transportation services. Customer hereby agrees to comply with its obligations under the resulting agreement (“Vendor Agreement”). The Smart Safe Vendor does not act as an agent of Bank in performing activities for Customer.

Only United States currency may be inserted into the Smart Safe. Customer may not remove currency from the Smart Safe once it has been inserted. Currency will only be removed from the Smart Safe for insertion verification purposes, which may only be performed by an authorized Smart Safe Vendor representative.

Within a timeframe agreed upon between Smart Safe Vendor, Customer and Bank, the contents contained within the Smart Safe shall be removed by Smart Safe Vendor and physically transported to a location directed and approved by Bank. Bank retains the right to refuse any Deposit for any reason. The responsibility, as between Customer and Bank, for any Deposits refused by Bank, remains with Customer.

Until Bank, or Smart Safe Vendor at the direction of Bank, has finally received and physically verified any Deposit, Bank accepts no liability for loss of any Deposit or any losses or damages incurred by Customer with respect to the Deposit. Bank shall not be deemed to have finally received and accepted any Deposit until such Deposit has been physically verified by Bank or Smart Safe Vendor at the direction of Bank. Bank shall not be liable to Customer as an insurer of such property.

Customer will receive same-day provisional ledger credit for Deposits reported before the Deposit deadline, as provided in the applicable Operational Instructions, and that meet the requirements of this Agreement and the Vendor Agreement. Customer acknowledges that provisional credit may only be available for those Deposits communicated to Bank by Smart Safe Vendor even if such Deposits are inserted by Customer prior to deadline. Bank reserves the right to refuse to provide provisional credit for any Deposits at its reasonable discretion.

Upon receipt of any Deposit(s), Bank or as directed by Bank, Smart Safe Vendor, shall verify currency amounts removed from each Smart Safe. Customer agrees that the findings and records of Bank (or at Bank’s direction, the Smart Safe Vendor), shall be conclusive and binding upon Customer. Furthermore, to the extent there is a conflict between the records of the Bank, Smart Safe Vendor, or Customer regarding the Deposit, the Bank’s records shall control. In the event of a discrepancy between the amount of the Deposit(s) initially reported to Bank and the verified amount, Bank shall notify Customer of such discrepancy in accordance with applicable Operational Instructions.

If the amount of the Deposit, as verified by Bank or Smart Safe Vendor, differs from the amount of the Deposit reported to Bank, Bank will credit or debit the Account as necessary to reflect the amount of the Deposit as verified by Bank or Smart Safe Vendor. The original amount of the Deposit shown on the ledger will not be adjusted, and Customer hereby authorizes Bank to make such adjustments by credit or debit transaction electronically or otherwise.

ADDITIONAL TERMS WHEN BANK CONTRACTS WITH CARRIER ON CUSTOMER’S BEHALF

Customer acknowledges that Bank will be paying the Carrier all applicable fees in connection with the Vault Service, and agrees to reimburse Bank for same. Such fees have been disclosed to Customer in a separate document entitled “Armored Carrier Pricing Request”.

Customer also acknowledges that carriers may charge Bank the following additional fees (please contact your Treasury Management representative for the fee amounts that apply to your Carrier.):

- Excess Item Fee (will apply if more than 10 items are picked up) - Excess Premise Time Fee (will apply if carrier remains on Customer’s premises for more than 5 minutes) - Excess Liability Fee (will apply if carrier transports a sum greater than the Maximum Shipment Liability (as defined below) - Fuel Surcharges

Customer agrees to pay such fees to Bank in the same manner as Bank’s customary fees are paid.

Maximum Shipment Liability Customer acknowledges that Carriers have established a limit of $50,000.00 for the monetary value of each Shipment (as defined herein) delivered into its care for delivery and return (“Maximum Shipment Liability”), which is subject to change upon notice by Bank to Customer. Bank’s monetary liability to Customer for the loss of or damage (inclusive of reconstructive damage) to Property (as defined herein) included in any Shipment shall not exceed the Maximum Shipment Liability for such Shipment. For example, if Customer has provided a Shipment of sixty five thousand dollars ($65,000) for delivery, then Bank shall only be responsible to pay fifty thousand dollars ($50,000) for the loss of the Shipment, unless the Carrier applies an Excess Liability Fee. For the avoidance of doubt, if Bank is charged and pays an Excess Liability Fee in connection with such Shipment, the Maximum Shipment Liability per Shipment will be increased to accommodate an additional value in accordance with the particular Carrier’s policy (please contact your Treasury Management representative for details). “Shipment” means, with respect to any single delivery, the total Property in containers received by Carrier at a single location for delivery to another location. “Property” means currency, coins, precious metals, checks, notes, bonds, negotiable instruments, securities and all other things of value but excluding hazardous materials or materials for which transport is legally prohibited or restricted by applicable state or federal law.

Customer agrees that it will place all cash and check deposits into separate deposit bags with each deposit bag containing a separate deposit ticket for each type of deposit (cash or checks).

Customer must maintain an accurate record of all checks (a “Check Record”) included in any Shipment, which shall be presented to Bank upon request. To create such Check Record, Customer may elect to either (i) scan each check and preserve all check images in a system of record, or (ii) manually input the Required Reconstruction Information (as defined herein) into a physical report. “Required Reconstruction Information” shall include: the drawer name, the drawer’s financial institution, the drawer’s account number, and the check date. Customer agrees to promptly, diligently and completely cooperate with Bank in the reconstruction and replacement of lost, damaged, destroyed or stolen checks which had been contained in any Shipment. Customer shall notify the drawer(s) as soon as practicable upon discovery that a Shipment contained an Unidentified Check (as defined herein) in order to allow the drawer(s) to initiate a stop payment and/or issue a new check. An “Unidentified Check” means a check that cannot be reconstructed through an image or check copy using reasonable commercial means. Bank's sole liability shall be the payment to Customer of: (i) reasonable costs necessary to reconstruct the Unidentified Check(s), plus any stop payment fees assessed the drawer’s financial institution; and (ii) the face value of checks (except those checks which would otherwise,

for any reason, not be collectable at the time of loss) that cannot be reconstructed, provided satisfactory proof, in Bank’s sole discretion, of the value thereof, is presented to Bank, and (iii) the face value of all checks that can be identified to the extent that reconstruction of such checks would not make Customer whole for the loss of such checks. Notwithstanding the foregoing or anything contained herein to the contrary, in no event will Bank's monetary liability for Unidentified Checks exceed five thousand dollars ($5,000) per Shipment. Upon payment of a loss as contemplated herein, Bank or its insurance company shall be subrogated to all of Customer’s rights and remedies of recovery therefor. Customer will assign to Bank Customer’s right to receive payment under any check(s) for which Bank has reimbursed Customer, and Customer will execute any document necessary or reasonably desirable to perfect and accomplish such assignment.