ACH Origination Addendum

The Services. On completion of the Implementation Form by the Company and acceptance and approval by the Bank of the Company’s election for ACH origination services, the following services will be provided pursuant to the terms herein: a pre-authorized payments program, whereby, for and on behalf of the Company, the Bank will make and/or accept payments (individually, a “Payment” and collectively, the “Payments”) to, respectively, employees of the Company, customers of the Company, the Company’s subsidiaries and/or the Company’s affiliates, by means of the Automated Clearing House (the ACH).

Entries. In order to make and accept such Payments, the Company wishes to initiate Credit Entries or Debit Entries pursuant to the terms of this Agreement and the rules and guidelines of the National Automated Clearing House Association (“NACHA”), as the same may be amended, modified, updated, or otherwise changed from time to time (collectively, the “Rules”) and further acknowledges that entries may not be initiated that violate the laws of the United States. Except as otherwise agreed in writing by the Bank the Company agrees to only originate the following entries: Corporate Credit or Debit (CCD),Prearranged Payment and Deposit Entry (PPD) or Corporate Trade Exchange (CTX). Absent written agreement by the Bank (which will then be attached as a Schedule to this Addendum), all other Entry codes are restricted. The Company hereby confirms that the Bank has furnished to it a copy of the Rules as currently in effect. To effectuate the foregoing, the Bank is willing to act as an Originating Depository Financial Institution (an “ODFI”) to initiate such Credit Entries or Debit Entries and as a Receiving Depository Financial Institution (an “RDFI”) to receive such Credit Entries or Debit Entries destined for accounts held by the Bank. The Company agrees that the ODFI has the right to audit periodically the Company’s compliance with the Agreement and the NACHA rules.

Rules. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Rules. The term “Entries” shall have the meaning provided in the Rules and shall also mean all data received from the Company hereunder which the Bank uses to prepare Entries.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Company and the Bank agree as follows:

1. Incorporation of Recitals. The recitals set forth herein above are true and correct in all respects and are hereby incorporated within.
2. Transmittal of Entries by Company.
   
   • (a) Company shall transmit PPD (Prearranged Payments & Deposits), CCD (Corporate Credit or Debit) or CTX (Corporate Trade Exchange) Entries (and any additional entries Bank agrees to permit in writing in the future) to the Bank via the Internet Banking System at www.forbrightbank.com in compliance with the Rules and in accordance with instructions provided by the Bank. The total dollar amount of Entries transmitted by Company to the Bank on any day shall not exceed the amount specified by the Bank.
   • (b) Company shall retain data on file adequate to permit remaking of Entries for seven (7) days following the date of their transmittal by the Bank as provided herein, and shall provide such Data to the Bank upon its request.
3. Security Procedure.
   • (a) The Company and the Bank shall comply with the security requirements described in the Master Treasury Services Agreement or any procedures requested by the Bank in the future (the “Security Procedures”) with respect to Entries transmitted by Company to the Bank. Company acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No procedure for the detection of any such error has been agreed upon between the Bank and Company. The ACH Origination – Addendum Company agrees to establish prudent security standards and policies that include proper safeguards to protect the confidentiality of all login IDs and passwords for initiating transactions using this system.
   • (b) Company agrees to notify Bank immediately if any tokens are lost/stolen or placed in the custody of an unauthorized Person. Customer agrees to educate its Administrators and Users on appropriate security procedures including, but not limited to, signing off the System when they are not using it; the risks associated with opening e-mail and/or attachments, especially those from unknown sources; and the risks associated with clicking on or opening pop-ups and web links. Any transaction initiated or authorized using a valid combination of a login ID and password will be considered authentic, valid and binding by the Company and the Bank. If the Company suspects or believes any such information has been compromised, it shall immediately contact the Bank.
   • (c) Company is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Company warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the procedures and any logins, passwords, codes, or other security devices in connection with the initiation of Entries. If Company believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Company agrees to notify the Bank immediately followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and for a reasonable time period after such notification to allow the Bank to prevent unauthorized transfers.
4. Compliance with Security Procedure.
   • (a) If an Entry (or a request for cancellation or amendment of an Entry) received by the Bank purports to have been transmitted or authorized by Company, it will be deemed effective as Company’s Entry (or request) and Company shall be obligated to pay the Bank the amount of such Entry even though the Entry (or request) was not authorized by Company, provided the Bank accepted the entry in good faith and acted in compliance with the Security Procedures with respect to such entry. If a signature comparison is to be used as a part of the Security Procedures, the Bank shall be deemed to have complied with that part of such procedure if it compares the signature accompanying a file of Entries (or request for cancellation or amendment of an Entry) received with the signature of an Authorized Representative of Company (an “Authorized Representative”) and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative.
   • (b) If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by Company, Company shall pay the Bank the amount of the Entry, whether or not the Bank complied with the Security Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if the Bank had complied with the Security Procedures.
5. Processing, Transmittal and Settlement by the Bank.
   • (a) Except as provided in Section 6 On-Us Entries and Section 7 Rejection of Entries, the Bank shall (l) process Entries received from the Company to conform to the file specifications set forth in the Rules and (ll) transmit such Entries as an ODFI to the ACH, and (lll) settle for such Entries as provided in the rules.
   • (b) The Bank shall transmit or complete the necessary batch authorization of such ACH Entries by the Delivery Date deadline of the ACH for the Effective Entry Date shown in such Entries, provided (I) such Entries are received by the Bank’s stated cut-off time (as described in sub-paragraph 5 (d) below) on a given Banking Day, (II) the Effective Entry Date is at least 2 Banking Days after such Banking Day, and (III) the ACH is open for business on such Banking Day. For purposes of this Agreement (x) a “Banking Day” is a day on which the Bank is open to the public for carrying on substantially all of its business [other than a Saturday or Sunday], and (y) Entries shall be deemed received by the Bank, when the transmission is completed in compliance with the Security Procedures. ACH Origination – Addendum
   • (c) If any of the requirements of clause, (I), (II), (III) of Section 5(b) are not met, the Bank may refuse to transmit such Entries or may use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH which is a Banking Day and a day on which the ACH is open for business.
   • (d) All ACH Entries should be completed/authorized at least two (2) Banking Days prior to the “Effective Date” of the transactions. If the transactions are not completed/authorized by the required timeframe, the Bank cannot guarantee the transactions will be accepted by ACH processors, or be received/posted on the “Effective Date” by the recipient’s bank. The Bank may accept these items and they will be forwarded to the ACH processor no later than the Bank’s next regularly scheduled delivery time. For Settlement/Delivery purposes, a Banking Day is defined as legal Banking Days where both the Bank and ACH processor are open for business. The end-of-day cutoff time is 7:30pm EST.
   • (e) All ACH Credit originations represent financial obligations for the Company and the Bank. The Bank may reject any Entry if Company has failed to comply with its account balance obligations under Section 11 or The balance showing on Bank’s Business eBanking system associated with the account designated as the settlement account for the Entries must be sufficient to cover the total originations on the Delivery Date as described above. If the settlement account does not have sufficient funds at that time, the Bank may, without any liability, deny, reject or process the Entries. If the Entries are processed, the Company is still obligated to pay the Bank for the Entries.
6. On-Us Entries. Except as provided in Section 7, Rejection of Entries, in the case of an Entry received for credit or debit to an account maintained with the Bank (an “On-Us Entry”), the Bank shall credit or debit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth in clauses (I) and (II) of Section 5(b) are met. If either of those requirements is not met, the Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Banking Day following such Effective Entry Date.
7. Rejection of Entries. The Bank may reject any Entry which does not comply with the requirements of Section 2, Transmittal Of Entries By Company, or Section 3, Security Procedure, or which contains an Effective Entry Date more than 2 days after the Banking Day such Entry is received by the Bank. The Bank may reject an OnUs Entry, for any reason for which an Entry may be returned under the Rules. The Bank may reject any Entry if Company has failed to comply with its account balance obligations under Section 12, The Account. The Bank may reject any entry of Company that does not adhere to the Security Procedures. The Bank shall notify Company by phone, mail, in writing, or any combination, of such rejection no later than the Banking Day such Entry would otherwise have been transmitted by the Bank to the ACH or, in the case of an On-Us entry, two days after its Effective Entry Date. Notices of rejection shall be effective when given. The Bank shall have no liability to Company by reason of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein.
8. IAT- International ACH Transaction. This Standard Entry Class Code identifies an ACH credit or debit entry that is part of a payment transaction that involves a financial agency’s office that is not located within the territorial jurisdiction of the United States. These international payments convey specific information defined within the Bank Secrecy Act’s “Travel Rule” to ensure that all parties to the transaction have information necessary to comply with U.S. law, which includes the programs administered by the Office of Foreign Assets. Control (OFAC).
   • (a) The company is required to comply with OFAC obligation, and the penalties for ignoring those obligations can be both criminal and civil and include both jail time and fines ranging from $10,000 to $10,000,000 per occurrence. If these fines are levied against the financial institution they may be passed back to the corporate originator depending on the specifics of the case and the details of their agreement contract with the financial institution. The fines are levied by the U.S. government and funds collected are the property of the government, not the financial institution. Additional information on OFAC obligations and fines can be found at ACH Origination – Addendum http://www.treas.gov/offices/enforcement/ofac/.
9. Cancellation or Amendment by Company. Company shall have no right to cancel or amend any Entry after its receipt by the Bank. However, if such request complies with the Security Procedures, the Bank shall use reasonable efforts to act on a request by Company for cancellation of an Entry prior to transmitting it to the ACH or, in the case of an On-Us Entry, prior to crediting or debiting a Receiver’s account, but shall have no liability if such cancellation is not effected. Company shall reimburse the Bank for any expenses, losses, or damages the Bank may incur in effecting or attempting to affect Company’s request for the cancellation or amendment.
10. Reversing Files. The Rules permit the Company to reverse duplicate or erroneous files or entries. A reversing file must be initiated in such time to be transmitted or made available to the RDFI(s) within five banking days after the settlement date of the duplicate or erroneous file or entry. The reversing file must be transmitted within twenty-four (24) hours of the discovery or error. Under the Rules, the RDFI is indemnified against any losses incurred as a result of effecting a reversal. Company shall reimburse the Bank for any expenses, losses, or damages the Bank may incur in effecting or attempting to effect Company’s request for a reversing file.
11. Notice of Returned Entries. The Bank shall notify Company by phone, mail, in writing or any combination thereof, of a returned entry from the ACH no later than one Banking Day after the Banking Day of such receipt. Except for an Entry retransmitted by Company in accordance with the requirements of Section 2, Transmittal of Entries By Company, the Bank shall have no obligation to retransmit a returned Entry to the ACH if the Bank complied with the terms of this Agreement with respect to the original Entry. The Bank may place a hold against the account upon receiving any notice of, or return of any Debit entries until the final settlement of the transaction.
12. Payment by Company for Entries. Company shall pay the Bank the amount of each Entry transmitted by the Bank pursuant to this Agreement.
    • It is the policy of the bank that all ACH originating customers must have sufficient and available funds in the debiting account on the day that the file is being presented for processing. Insufficient or unavailable funds will result in a delay in processing the file received.
13. The Account. The Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by crediting or debiting the account as stated in the Account Agreement, maintained by the Company at the Bank (the “Account”). The Bank and the Company agree that the Bank will credit or debit the Account, as applicable, for any amount received by the Bank by reason of the return of any Entry originated by the Bank on behalf of the Company. Such credit or debit shall be posted no earlier than the Banking Day of such receipt by the Bank and upon the Bank’s verification of the Entry or upon receipt of the funds by the Federal Reserve. The Company shall at all times maintain a balance of available funds in the Account sufficient to cover its payment obligations under this Agreement, The Company agrees that the Bank may immediately discontinue this service and that the Bank may debit any account maintained by the Company with the Bank or any affiliate of the Bank or that the Bank may set off against any amount it owes to the Company in order to obtain payment of the company’s obligations under this Agreement.
14. Account Reconciliation. Settlement for entries transmitted by the bank or credited or debited to a Receiver’s account maintained with the Bank will be reflected on the Company’s periodic statement issued by the Bank with respect to the Account pursuant to the agreement between the Bank and the Company. The Company agrees to notify the Bank promptly of any discrepancy between the Company’s records and the information shown on any such periodic statement. If the Company fails to notify the Bank of any such discrepancy within sixty (60) days of receipt of the first periodic statement containing such information, the Company agrees that the Bank shall not be liable for any other losses resulting from the Company’s failure to give such notice or any loss of interest with respect to an Entry shown on such periodic statement. If the Company fails to notify the Bank of any such discrepancy within sixty (60) days of first receipt of such periodic statement, the company shall be precluded from asserting such discrepancy against the Bank. Due to limited time frames for Corporate Credit or Debit Entry (CCD) and Corporate Trade Exchange Entry (CTX) entries; the Company has a one (1) day timeframe to allow ACH Origination – Addendum the Bank to return the entry. The Company agrees that the Bank shall not be liable for any other losses resulting from the Company’s failure to give such notice or any loss of interest with respect to these transactions.
15. Company Representations and Agreements; Indemnity.
    • (a) With respect to each and every Entry initiated by Company, Company represents and warrants to the Bank and agrees that (i) each person shown as the Receiver on an Entry received by the Bank from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal or crediting or debiting by the Bank as provided herein, (iii) Entries transmitted to the Bank by Company are limited to those types of Credit or Debit Entries set forth in Section 2, Transmittal of Entries By Company, (iv) Company shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, including the sanctions and laws administered by Office of Foreign Assets Control (OFAC) and company obtain information regarding such OFAC enforced sanctions at OFAC Compliance Hotline 800-540-OFAC. (v) Company shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provisional payment of an Entry by the RDFI to the receiver until receipt by the RDFI of final settlement for such Entry. Company specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify the Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements. For compliance with OFAC regulations, Company should refer to the U.S. Treasury Department’s Office of Foreign Assets Control “Specially Designated Nationals and Blocked Persons (SDN) List”. The list can be checked online at www.ustreas.gov/offices/enforcement/ofac/ and clicking on SDN & Blocked Persons.
    • (b) The Company warrants that if they are a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (HIPAA), which regulates Health Plans, Health Care Clearinghouses, and Health Care Providers, and plan to transmit any Protected Health Information (PHI) in electronic form via DCB Online that they will comply and be bound by the HIPAA Transaction and Privacy Regulations. The regulation can be viewed at http://www.hhs.gov/ocr/hipaa/.
16. The Bank Responsibilities; Liability; Limitations on Liability; Indemnity.
    • (a) The Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence or willful malfeasance in performing those services. The Bank shall not be responsible for the Company’s acts or omissions (including, without limitations, the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from the Company) or those of any other persons, including, without limitations, any third party processor, any Federal Reserve Bank or branch thereof, any Automated Clearing House or transmission or communications facility, any ODFI, Receiver or RDFI (including without limitation the return of any Entry by such Receiver or RDFI), and none of the foregoing entities shall be deemed the Bank’s agent. The Company agrees to indemnify the Bank against and hold, harmless from all claims, demands, losses, liabilities or expenses (including attorneys’ fees and expenses) resulting from or arising out of any claim of any person, including, without limitation, any third party processor, any Federal Reserve Bank or branch thereof, any Automated Clearing House transmission or communications facility, any ODFI, Receiver, RDFI or other third party which are either (l) based on the premise that the Bank is responsible for any act or omission of the Company or any other entity describe in this Section 16(a) or (ll) except as otherwise provided in this Section 16(a), related to the initiation or receipt by the Bank as either an ODFI or an RDFI, respectively, of a Credit or Debit Entry.
    • (b) In no event shall the Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which Company may incur or suffer in connection with this Agreement, whether or not the likelihood ACH Origination – Addendum or such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability which Company may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank’s acts or omissions pursuant to this Agreement.
    • (c) Notwithstanding the foregoing, no liability in favor of any third party is deemed to have been created by the execution of this Agreement or transaction initiated pursuant hereto.
    • (d) Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond the Bank’s control. In addition, the Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in the Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in the Bank’s reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation or any other U.S. governmental regulatory authority.
    • (e) Subject to the foregoing limitations, the Bank’s liability for loss of interest resulting from its error or delay shall be limited to three (3) days interest.
17. Inconsistency of Name and Account Number. Company acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the RDFI may be made by the RDFI (or by the Bank in the case of an On-Us Entry) on the basis of the account number supplied by the Company, even if it identifies a person different from the named Receiver, and that Company’s obligation to pay the amount of the Entry to the Bank is not excused in such circumstances.
18. Prenotification and Notifications of Change. The Company must initiate a prenotification for any ACH
    transaction. All requirements within the Rules must be met. Live dollar entries may not be initiated until at least six (6) banking days following the settlement date of the prenotification entry. The Bank shall notify Company of all notifications of change received by the Bank relating to Entries transmitted by Company by phone, mail, telefacsimile, or any combination no later than one (1) banking day after receipt thereof.
19. Payment for Services. The Company shall pay the Bank the charges for the services provided for herein set forth in the Bank’s prevailing ACH Service Fees (Treasury Management Fee Schedule), as the same may be amended, modified or supplemented from time to time. The Company acknowledges receipt of a copy of such schedule contemporaneously with the execution of the Agreement. Such charges do not include, and the Company shall be responsible for payment of any sales, use, excise, value added, utility or other similar taxes relating to the services provided for herein, and any other fees or charges provided for in the agreement between the Bank and Company with respect to the Account (the “Business Account Agreement” or “Consumer Account Agreement”).
20. Amendments. From time to time the Bank may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut-off time, any banking day, and any part of any Schedule that may be attached hereto. Such amendments shall become effective upon receipt of notice by Company or such later date as may be stated in the Bank’s notice to Company.
21. Notices, Instructions, Etc.
    • (a) Except as otherwise expressly provided herein, the Bank shall not be required to act upon any notice or instruction received from Company or any other person, or to provide any notice or advice to Company or any other person with respect to any matter.
    • (b) The Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such ACH Origination – Addendum communication shall be deemed to have been signed by such person. Company may add or delete any Authorized Representative by written notice to the Bank signed by an authorized account signer. Such notice shall be effective on the second banking day following the day of the Bank’s receipt thereof.
    • (c) Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered, or sent by United States registered or certified mail, postage prepaid, or by express carrier, and, if to the Bank, addressed to: Forbright Bank Digital Banking 4445 Willard Avenue, Suite 1000 Chevy Chase, MD 20815. unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when received.
22. Evidence of Authorization. Company shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for two years after they expire or are revoked. At the time the entry is transmitted, the Company warrants that it has no knowledge of a revocation or termination of the authorization by the Receiver to the Company.
23. Notice by Company to Receiver of Variable Debits. If the amount of a debit entry to a Consumer Account differs from the amount of the last entry relating to the same authorization or from a preauthorized amount, the Company must send the Receiver written notification of the amount and date of the entry, at least ten (10) calendar days prior to the date for which the entry is scheduled. If only the date is to be changed, the Company must send the Receiver a written notice within not less than seven (7) calendar days before the first entry to be effected by the change is scheduled to be debited from the Receiver’s account.
24. Cooperation in Loss Recovery Efforts. In the event of any damages for which the Bank or Company may be liable to each other or to a third party pursuant to the services provided under this Agreement, the Bank and Company will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party.
25. Termination/ Suspension. This Agreement may be terminated or suspended by either party hereto giving notice in writing to the other party hereto not less than thirty (30) days prior to termination or suspension of such party’s intention to terminate or suspend this Agreement as of such date. The Company and the Bank agree that the Bank may terminate or suspend this Agreement immediately upon the Company’s breach of any of the terms of this Agreement and/or the Company’s failure to fund any Entry executed under this Agreement. Any such termination or suspension shall not affect obligations of the parties hereunder arising prior to the effective date of any such termination or suspension.
26. Non-Assignment. Company may not assign this Agreement or any of the rights or duties hereunder to any person without the Bank’s prior written consent.
27. Financial Information. The Company agrees upon the Bank’s request from time to time and at least annually, to provide the Bank with current and past financial statements showing the financial condition, assets, liabilities and stockholder’s equity of the Company, and the current income and surplus to the Company, and such other information regarding the financial condition of the Company as the Bank may reasonably request. The Company also agrees to provide to the Bank such financial information as described in this section, for any request to change the limits or frequency of ACH file originations.
28. Waiver. The Bank may waive enforcement of any provision of this Agreement. Any such waiver shall not affect the Bank’s rights with respect to any other transaction or modify the terms of this Agreement.
29. Binding Agreement; Benefit. This Agreement shall be binding upon and inure to the benefit of the parties ACH Origination – Addendum hereto and their respective legal representatives, successors and assigns. This Agreement is not for the benefit of any other person, and no other person shall have any right against the Bank or Company hereunder.
30. Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement.
31. Severability. In the event that any provision of this Agreement shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
32. ACKNOWLEDGEMENT. Pursuant to the Implementation Form, the Company requests enrollment in Bank’s ACH Origination service. As a requirement to be considered for approval, the Company understands that it must abide by all applicable laws, rules, regulations, operating circulars regarding ACH Origination, NACHA Operating Rules and agreements. The Bank has permission to investigate the character and credit worthiness of the business, and the nature and operation of the business, to the same extent as if borrowing an amount equal to the amount of all ACH debit entries projected to be made during any month. The Company understands the Bank will conduct periodic reviews of the service and the relationship with regard to exposure and risk limits.

Schedule A

Permitted Entries:
 Corporate Credit or Debit (CCD)
 Corporate Trade Exchange (CTX)
 Prearranged Payment and Deposit Entry (PPD)

Same Day ACH Addendum

(addition to ACH Origination Addendum)

This Addendum addresses requirements and responsibilities related to the origination of ACH Entries with the current date (“Same Day ACH Entries”). The terms and conditions of the Agreement remain in
effect except as noted in this Addendum.

Company wishes to initiate Same Day ACH Entries, either Credit Entries and/or Debit Entries, pursuant
to the terms of the Agreement and this Addendum and the NACHA Operating Rules and Guidelines.
When Company intends to initiate SameDay ACH Entries Company will submit those Entries to Bank
per the processing schedule deadlines below for settlement on the current date (“Same Day Settlement”).
Same Day Entry Fees and/or additional fees (as set forth on the Treasury Management Fee Schedule)
will apply to said Entries.

NOTE: Any ACH Entries received by Forbright Bank containing stale-dated or incorrect/invalid
Effective Entry Dates will be processed as Same Day ACH Entries.

Optional Discretionary Indicator
In order for the indicator to be effective, the Company Descriptive Date must be filled with the
convention “SDHHMM” where “SD” denotes the intent for same-day processing and “HHMM” denotes
the hour and minutes that correspond to the desired settlement time, which shall be no later than
1:00 p.m. ET. This indicator is available for use by the Company and Bank to more clearly identify
Same Day ACH Files.

Processing Schedule

If any of the requirements above are not met, the Bank may reject Entries and not transmit such Entries or may use reasonable efforts to transmit such Entries by the next deposit deadline. The Bank may also reject Entries and not transmit such Entries if a file exceeds the Customer’s ACH processing dollar limit. The Bank makes no representation regarding the availability of funds to the receiver of a Same Day ACH Credit Entry nor is responsible for any loss resulting thereof.

Security
The Company agrees to the security procedures outlined in Section 4 of the ACH Origination Addendum

Items sent with an Effective Entry Date prior to the current date may be processed as a Same Day ACH Entry.

ACH Origination Addendum PDF

Schedule A PDF

Same Day ACH Addendum PDF