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. The Company agrees to only originate Corporate Credit or Debit (CCD) and Prearranged Payment and Deposit Entry (PPD) as 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:

Incorporation of Recitals. The recitals set forth herein above are true and correct in all respects and are hereby incorporated within.

Transmittal of Entries by Company.
(a) Company shall transmit PPD (Prearranged Payments & Deposits) or CCD (Corporate Credit or Debit) Entries to the Bank via the Internet Banking System at www.congressionalbank.com in compliance with the Rules. The total dollar amount of Entries transmitted by Company to the Bank on any day shall not exceed the amount specified in the attached Commercial ACH Origination Application (Schedule A).
(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.

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 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.

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.

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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.