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Business Online Terms and Conditions

Sunrise Banks' Business Electronic Banking Services Agreement

SUNRISE BANKS MASTER TREASURY MANAGEMENT SERVICES TERMS AND CONDITIONS

This Master Treasury Management Services Agreement (“MSA”) is by and between the party executing this Agreement below (“Customer”), and Sunrise Banks, National Association (“Sunrise”).

Sunrise’s treasury management services (the “Services”) are described in the Services Terms and Conditions, any supplements thereto, any implementation documents, user manuals, operating guides and other related documentation and disclosures provided by Sunrise, and any addendum to any of the foregoing (collectively, the “Services Agreement”). Customer has received and reviewed the Services Agreement, desires to use one or more of the Services, and agrees to abide by the terms and conditions in this MSA and the Services Agreement.

AUTHORIZED REPRESENTATIVE

Customer agrees the Authorized Representative is, and shall be, authorized to act on behalf of Customer and each affiliate identified by Customer on Exhibit A (together, the “Customer Group”) in all actions taken under this Agreement, including, without limitation, selecting Services for the benefit of the Customer Group, and appointing a Primary User to act on behalf of the Customer Group. The Authorized Representative shall also be authorized to act on behalf of the Customer Group, including selecting Services for the benefit of the Customer Group, signing additional documentation that may be necessary to implement Services, and providing the Customer Group’s instructions with regards to any Service, including, without limitation, wire transfers, ACH transfers, and other electronic or paper transfers from or to any account which the Customer Group maintains with Sunrise.

Sunrise may, at its discretion, require Customer to execute additional documentation to implement or amend certain Services. In such cases, documentation necessary to implement or amend such Services shall be executed by the Authorized Representative. Customer further acknowledges and agrees that Sunrise may implement or amend Services based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it believes in good faith to have been received from the Authorized Representative.

The Authorized Representative is authorized to execute any documentation that Sunrise may require to add or delete Users; the Authorized Representative also establishes, defines, and maintains the rights of each User in Online Banking. An Authorized Representative is required for access to business online banking services.

GENERAL

Customer may revoke the authority or change the Authorized Representative at any time upon prior written notice or execution of system settings and/or execution of additional documentation required by Sunrise. Sunrise may continue to recognize the authority of the Authorized Representative until Sunrise has received and had a reasonable time to act upon written notice.

You, by initiating the request for Services (the “Authorized Signer”) certify that, based on your review of Customer’s books and records, Customer has, and at the time of adoption of this MSA had, full power and lawful authority to adopt the MSA and to confer the powers herein granted to the persons named, and that such persons have full power and authority to exercise the same.

You further certify that you have the full power and lawful authority to execute this MSA on behalf of Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with Customer authorizing Customer to act on such entity’s behalf.

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