Whereas, Santa Barbara Bank & Trust, First National Bank of Central California, South Valley National Bank, San Benito Bank, and First Bank of San Luis Obispo, are divisions of Pacific Capital Bank, N.A.; and

Whereas, the Subscriber has requested that Bank provide Subscriber internet access to accomplish one or more of the following: (a) access to certain balance, transaction and other information pertaining to the accounts identified in AllTime Treasury^SM Customer Account Profile ("Profile") and other accounts opened subsequent to this Agreement; (b) the ability to initiate stop payment orders with respect to these accounts; (c) the ability to transfer between these accounts; (d) the ability to make loan payments or advances on these accounts; (e) the ability to initiate wire transfer requests from these accounts; (f) the ability to initiate electronic signals for paperless credits and/or debits through the Bank's automated clearing house ("online cash management services").

Now, therefore, the Subscriber and the Bank hereby agree that the Bank shall furnish Subscriber, as requested, the on-line cash management services specified by the Subscriber in Customer Account Profile.

1. If this service requires computer processing, Subscriber shall keep a duplicate copy ("Backup") of all input data and other required information to enable Bank to regenerate input data from the Backup at any time, and Bank shall not be liable for any loss to Subscriber (direct or indirect) or any third party caused by any loss or destruction of input data, except that Bank, at its expense, will regenerate such lost or destroyed input data from Subscriber's supporting Backup in the manner deemed most suitable by Bank if such input data were lost or destroyed solely by reason of the willful misconduct of Bank. If Subscriber has not maintained adequate Backup for this purpose, Bank's liability for such loss or destruction shall be limited to such cost of regeneration at Bank's current rate, as if Subscriber had maintained adequate Backup. Subscriber shall provide transportation for delivery of input data to and from the facility at which it is processed by Bank, and Subscriber assumes the risk of and is liable for any loss or destruction of input data during such delivery. Bank's liability for errors or omissions with respect to the data transmitted by Bank shall be limited to correcting the errors or omissions. Correction shall be limited to the re-running the job(s) and /or regenerating the files using the Subscriber's Backup. In no event shall Bank be liable to Subscriber or any third party for any loss or damage, even if Bank has been advised of the possibility of such loss or damage.

2. Bank shall not be liable for the inaccuracy of any information furnished to Subscriber or any errors or mistakes in services performed hereunder or for any other loss or damage to Subscriber, under this agreement or otherwise, except as solely caused by its willful misconduct. Bank shall be deemed to be free from negligence if it exercises the same degree of care in performing services hereunder as it uses in processing items and data and compiling reports for its own use.

3. THE OBLIGATIONS AND LIABILITIES OF BANK AND THE RIGHTS AND REMEDIES OF SUBSCRIBER SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND SUBSCRIBER HEREBY WAIVES AND RELEASES ANY OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BANK AND ITS OWNERS, OFFICERS OR EMPLOYEES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY AND ALL DOCUMENTS OR SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: (1) IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHER IMPLIED CONTRACTUAL WARRANTIES, IF ANY; (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN NO EVENT SHALL BANK BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH, AND IN NO EVENT SHALL BANK'S LIABILITY EXCEED THE AMOUNT OF THE FEES PAID BY SUBSCRIBER FOR THE SERVICE WHICH GAVE RISE TO THE DAMAGES.

4. Bank shall not be liable or deemed to be in default for any delays or failures in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, war, strikes, labor disputes, riots, civil disorders, fire, mechanical, telecommunication or electrical breakdown, or other causes beyond the reasonable control of Bank.

5. As a condition of the Bank's disbursement of any funds upon Subscriber's request or authorization, Subscriber shall maintain with Bank a sufficient Available Collected Balance on deposit with Bank to fund all such disbursements. Bank is authorized to charge any account maintained by Subscriber with Bank for all fees, taxes, charges, assessments, transfers, debits and expenses requested or incurred by Subscriber or assessed in connection with any service provided hereunder. Bank shall have a lien for such fees, charges, assessments, transfers, debits and expenses, and for all such items upon any and all funds, deposit accounts and other personal property of Subscriber in Bank's possession or under Bank's control.

6. Bank shall not be liable to Subscriber or to any third person for any damages, injury or losses (including, but not limited to, reasonable attorneys' fees) arising by reason of any act or failure to act by the Bank, except for such acts or failure to act or system failure that constitutes willful misconduct by Bank. Subscriber agrees to indemnify, defend and hold Bank harmless against any claim of a third party arising from or in connection with this Agreement. Bank shall have no liability for the failure of third persons or vendors to perform satisfactorily.

7. Subscriber shall designate to Bank the person(s) who shall act as Administrator for the AllTime Treasury Services provided to Subscriber (the Primary User"). The Primary User may request additions, modifications or deletions to the services and accounts specified in the Profile as deemed necessary, and shall control account access. The Primary User may also designate Secondary Users for access at the Subscriber Site. The Primary User and any Secondary User(s) shall be subject to screening pursuant to the USA PATRIOT Act. USA PATRIOT Act requires banks to obtain, at a minimum, the name, date of birth, address and Social Security number of all individuals who sign on an account, or who have authority and/or control over an account in order to verify their identity. If the Secondary User is not approved as a result of such screening, the Bank shall terminate access by said Secondary User and shall provide notice thereof to Subscriber. If such access is terminated and then reactivated by the Subscriber, the Bank may terminate this agreement immediately upon providing notice to Customer.

7.1 Where applicable, Bank shall provide Subscriber with the initial ID(s) and password(s) to allow Subscriber to access and utilize the service. The initial password(s) must be changed by Subscriber or Subscriber's representatives identified on Profile upon initiation of the service. Subscriber shall maintain and enforce adequate security to ensure passwords are protected and not disclosed to any not authorized to access the system. Subscriber agrees that anyone who obtains access to the system through the use of any access device, software, information or security procedure obtained from Subscriber shall be deemed to be one of Subscriber's Authorized Users duly entitled to transact business on behalf of Subscriber.

7.2 Separation of User Function. Bank strongly recommends that Subscriber separate among Users using the Wire Transfer Service and ACH service the ability to create/modify and verify ACH or wire transfer requests in order to reduce your risk of suffering a loss resulting from an unauthorized or fraudulent wire transfer or ACH.

7.3 To notify the bank of unauthorized use of the Service, you should immediately contact the Online Banking Department at 1-800-329-7514 to report such unauthorized use.

8. Bank agrees that all confidential information concerning the affairs and accounts of Subscriber which come into its possession pursuant to this Agreement will be treated in the same confidential manner as is information relating to accounts of its depositors. However, Bank shall have no such obligation with respect to information, which is publicly available, already in Bank's possession or known to it, or rightfully obtained by Bank from third parties. In addition, Bank shall be free to disclose, use or dispose of ideas, concepts, know-how, or techniques relating to data processing, submitted to Bank or developed during the course of the Agreement by Bank personnel, or jointly by Bank and Subscriber personnel. Neither Subscriber nor any of its employees (whether or not still employed) shall disclose, use or dispose of any Bank or vendor proprietary information without the prior written approval of Bank or respective vendor. Bank proprietary information consists of any computer program or other software provided by Bank in any form whatsoever or any information designated as being proprietary.

8.1 Subscriber can also see a full description of Bank's Privacy and Security Policy Statements by clicking from the AllTime Treasury service Home screen: "Services" and "Disclosures", and then "Privacy Policy" or "Security Policy."

9. The stop payment function allows the Subscriber to use AllTime Treasury^SM to place stop payments on checks drawn on accounts identified in the Profile. Subject to the terms and conditions contained in this Agreement, Bank shall provide Subscriber with the capability to electronically initiate stop payment orders to Bank with regard to checks drawn on the Subscriber's accounts identified in the Profile by use of AllTime Treasury^SM.

9.1. Subscriber shall use the Stop Payment module in AllTime Treasury^SM for each check to be stopped and provide information to accurately describe the item, completing each blank and information designation question. Bank shall have no responsibility to determine the accuracy of such information. Bank shall not be liable for the payment of any check which does not conform exactly to the description of the completed AllTime Treasury^SM request. Bank shall accept no responsibility for electronic stop payment orders submitted without complete descriptions.

9.2. Subscriber may confirm the stop payment request order by printing the request at time of transmission.

9.3. Subscriber may place individual stop payments through the AllTime Treasury^SM system. The stop payment will remain in effect for six (6) months. The Bank shall accept no responsibility for the payment of any check presented after a stop payment against it has expired.

9.4 Subscriber may renew individual stop payments through the AllTime Treasury^SM system by re-entering the stop payment on or about the expiration date and including the check information described in article 9.1. Renewed stop payment will remain in effect for six (6) months.

9.5. Subscriber agrees to indemnify Bank against any loss for the amount of said check(s) and all expenses, costs and consequential damages, if any, incurred by Bank because of refusing payment pursuant to Subscriber's stop payment order.

9.6. Subscriber agrees that any stop payment placed on any check issued on Subscriber's designated accounts may be deemed by Bank to have been placed by an agent of Subscriber duly authorized to place the stop payment as designated in the Profile, and Bank shall have no duty or obligation to verify either the authenticity of the stop payment order or the authority of the person placing it.

10. The transfer and loan modules allow the Subscriber to transfer between accounts and to make loan payments and loan advances on those accounts identified in the Profile. Subscriber agrees that the Profile sets forth the conditions that will allow the size, type, relationship, and accounts Subscriber or Subscriber's designee may access. Subscriber agrees that Bank may solely rely on the Profile to verify the authenticity of the Subscriber or Subscriber's designee's requests. Subscriber agrees to be bound by any transfer requested in its name and which is in compliance with the Profile whether actually authorized or not. Subscriber shall review the Profile and approve the functions, dollar limits and accounts requested. Changes to the Customer Account Profile may be made by the Subscriber or by a Primary User. Such change requests must be presented to the Bank in writing by using the Change Request form or by using the Bank Mail function in AllTime Treasury, or by Secure e-mail to the online banking department. The authorized functions of any Subscriber or designee shall remain in effect until such written notice of change is actually received by the Bank.

10.1 Subscriber shall be responsible for the input and verification of all information on AllTime Treasury^SM. Bank shall have no responsibility to determine the accuracy of such information. Bank shall be entitled to rely upon any transfer request reasonably believed by Bank to have been input or approved by Subscriber or designee.

10.2 Bank will not limit the number of funds transfers Subscriber may make, however, Subscriber many not make funds transfers in excess of the number of funds transfers allowed by the rules governing the applicable Accounts. Please refer to your Account Agreement & Disclosure and Schedule of Fees and Charges for additional information and to see if your accounts are subject to these transfer restrictions.

10.3 Bank may, in its sole discretion, reject any transfer request if (a) there is insufficient Available Collected Balance in the account, or (b) the transfer request is not authenticated to the Bank's satisfaction or which the Bank, in good faith, believes may not be authorized by Subscriber, contains incorrect, incomplete or ambiguous information or involves funds subject to a lien, hold, disputes or legal process which prevents their withdrawal. Bank shall incur no liability for any loss to Subscriber or to any third person occasioned by Bank's refusal to make such a transfer.

10.4 Bank shall not be responsible for any loss or liability arising from: (a) Subscriber's negligence or breach of this Agreement; (b) any ambiguity or inaccuracy in any transfer request or in the information set forth in this Agreement given to Bank by Subscriber; or (c) any error, failure or delay in the execution of the transfer, payment or advance including without limitation any inoperability of computer or communication facilities, or other circumstances beyond the Bank's reasonable control.

10.5 AllTime Treasury^SM book transfer requests will be accepted by the Bank on a Business Day until 9:00 PM Pacific Time. Requests made after this deadline will not be accepted by the system for same-day processing.

11. The wire transfers will be ordered by the Bank using the AllTime Treasury^SM authorization without responsibility on the part of the Bank or its correspondents or agents for any loss occasioned by errors or delays on the part of the Cable Companies, or for failure to identify the payee or as a result of any refusal of payment by the Bank's correspondents or agents for any cause beyond the Bank's control, all risks of which are assumed by the Subscriber. If for any reason payment is not effected, refund will be made only after confirmation of the cancellation of the order has been received from the Bank's correspondents or agents and it is in free possession of the relative funds debited or earmarked in connection therewith, less any charges and expense. If the transfer is expressed in other than United States Dollars, such refund will be at the Bank's then current buying rate for the currency concerned. The Subscriber shall indemnify and hold the Bank harmless from and against all claims, liability, costs or damages, including attorney's fees, resulting from or arising out of the use of the Bank's direct wire transfer service, unless due to the Bank's negligent acts or omissions.

11.1 AllTime Treasury^SM wire requests will be accepted by the Bank at any time on a Business Day . However, wire requests must be received by 2:00 PM Pacific Time in order to be processed on the same day. Requests made other than on a Business Day will not be transmitted until the next Business Day. Subscriber indemnifies and holds Bank harmless for any wire transfers made in accordance with the Profile.

11.2 Bank may verify the content and authenticity of any wire transfer instruction for the purposes of security procedures applicable to accounts, as fully to all intents and purposes as you might or could in person.

12. Subscriber shall pay Bank for its services hereunder, the fees and charges set forth on the Profile, or in Bank's Schedule of Fees and Charges and/or Active Business Checking Schedule of Charges. Notwithstanding any provision to the contrary, Bank shall have the right, upon fifteen (15) days prior written notice to Subscriber, to change any fee or charge for Bank's services, and such notice shall constitute an amendment hereof unless Subscriber gives notice of termination of this Agreement within said 15-day period. If such fees are increased to offset an increase in fees by a third party, such increase shall become effective on the same day as the increase in fees is charged by said third party.

13. Bank may amend this Agreement or add to this Agreement at any time upon written notice to you. You will be deemed to have accepted an amendment of, or an addition to, this Agreement if any of your Users use any service through the AllTime Treasury System more than 30 calendar days after you receive notice of such amendment or addition.

This Agreement or any service hereunder may be terminated by either Subscriber or Bank upon the giving of thirty- (30) days prior written notice to the other. Moreover, this Agreement or any service offered hereunder may be terminated immediately, upon service or mailing of written notice, by Bank should Subscriber breach any of the terms of this Agreement. Notwithstanding such termination, this Agreement shall remain in full force and effect as to all transactions which occurred prior to the date of the termination. Upon termination of one or more particular Services or of this Agreement as a whole, Subscriber shall pay Bank, on or prior to the termination date, for those Services which were rendered but not paid for prior to the termination date and which are terminated on such date. Upon termination, all input data and master file information in Bank's possession shall only be returned to Subscriber upon its written request. This Agreement, including the incorporated service agreement(s) represent the entire Agreement between the parties and, except as provided in paragraph 13 and 17, no amendment shall be effective unless in writing and signed by Bank and Subscriber. No assignment or other transfer of all or any of Subscriber's rights hereunder, including the incorporated service agreement(s), whether with regard to any property or otherwise, may be made without Bank's prior consent in writing.

14. Definitions:

(a) "Beginning Balance" shall mean the beginning account balance each day.

(b) "Float" shall mean the total amount of deposited items drawn on or payable by other financial institutions for which Bank has not yet received credit nor has been paid.

(c) "Available Collected Balance" shall mean ledger balance less holds and float.

(d) "Subscriber representative" shall mean any individual identified in Profile authorized access to the system or data.

(e) "Business Day" shall mean any calendar day other than Saturday, Sunday or federal holiday.

(f) "AllTime Treasury^SM Customer Account Profile" shall mean that document, signed and dated by the Subscriber, that identifies the Primary User(s) authorized to administer the AllTime Treasury^SM system for the Subscriber, services requested for use by the Subscriber on AllTime Treasury^SM , the dollar limits requested for financial transactions to be initiated by the Subscriber through AllTime Treasury^SM, as well as the Subscriber's accounts that are to be accessible through AllTime Treasury^SM , including the types of transaction(s) that may be initiated on each account.

(g) "Primary Contact" shall mean that person identified by Subscriber in the "AllTime Treasury^SM Customer Account Profile" who shall act as the first point of contact for Bank.

15. Nothing in this Agreement shall be deemed to relieve Subscriber of any duty which may be imposed on Subscriber by contract, or by state, federal or local law, regulation or financial standard. Subscriber warrants to bank, you will not use the AllTime Treasury Service for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement. Additionally, Subscriber agrees not to effect any funds transfers from or to an Account that are not allowed under the rules or regulations applicable to such accounts including, without limitation, rules or regulations designed to prevent the transfer of funds in violation of OFAC regulations.

16. This Agreement shall be governed by the laws of the State of California excluding its choice of law provisions.

17. Notice under this Agreement shall be made by (1) first class mail, postage prepaid; (2) personal delivery; or (3) by facsimile, to the address noted below, or as may be from time to time changed in writing by either Bank or Subscriber and shall be deemed given on delivery if personal or facsimile or two days after mailing if by mail:

Pacific Capital Bank, N.A.
Attn.: 97-02B Treasury Services
P.O. Box 60839
Santa Barbara, CA 93160-0839
Fax (805) 564-6282

18. If Bank and Subscriber has any dispute or disagreement with the other regarding this Agreement that cannot be resolved amicably, and should suit be required to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees.

19. Billing for services provided will take place on or about the 25th day of the following month. This billing will be automatically debited from a pre-specified account by the Bank to be chosen by the Subscriber. If the 25th of the month falls on a Bank holiday or a weekend, billing will take place on the next subsequent Business Day.

20. I/We authorize Pacific Capital Bank, N.A. to obtain such information about the business and the information provided in this application, as it deems necessary, including an inspection of the business premises at its discretion with reasonable notice to the business. In addition, I/We authorize Pacific Capital Bank, N.A. to obtain credit reports regarding the business and the principal owners. This agreement shall remain the Bank's property whether or not approval is granted.

21. On-Line Cash Management Services requested by Subscriber to be provided by Bank as requested on the Customer Account Profile accompanying this Agreement.

Whereas, Santa Barbara Bank & Trust, First National Bank of Central California, South Valley National Bank, San Benito Bank and First Bank of San Luis Obispo, divisions of Pacific Capital Bank, N.A.;

Whereas, Subscriber wishes to initiate credit and debit entries pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association ("NACHA"), the Western Payments Alliance ("WesPay"), and any applicable rules set forth in Federal Reserve Operating Circulars (the "Rules"), and Bank is willing to act as an Originating Depository Financial Institution with respect to such entries;

And whereas, unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Subscriber hereunder from Bank.

Now, therefore, the Subscriber and the Bank hereby agree that the Bank shall furnish Subscriber, as requested, the electronic payment services specified herein and further limited by the customer in the AllTime Treasury Customer Account Profile, under the following terms and conditions:

AGREEMENT

1. Transmittal of Entries by Subscriber. Subscriber shall transmit PPD, CCD+ and CCD Credit/Debit Entries to Bank in compliance with the formatting and other requirements set forth in the AllTime Treasury Service Agreement executed by Subscriber.

2. Security Procedures. Subscriber and Bank shall comply with the security procedure requirements described in the AllTime Treasury Service Agreement with respect to Entries transmitted by Subscriber to Bank.

3. Processing, Transmittal and Settlement by Bank.

(a) Except as provided in Sections 4 and 5, Bank shall (i) process Entries received from Subscriber to conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an Originating Depository Financial Institution to an Automated Clearing House processor selected by Bank in its sole discretion (the "ACH Operator"), and (iii) settle for such Entries as provided in the Rules.

(b) Bank shall transmit such Entries to the ACH Operator by the deadline set forth in the attached AllTime Treasury Customer Account Profile two business days prior to the Effective Entry Date shown in such Entries, provided (i) such Entries are received by Bank's related cut-off time set forth in attached AllTime Treasury Customer Account Profile on a business day, (ii) the Effective Entry Date is at least 2 days after such business day, and (iii) the ACH Operator is open for business on such business day. Bank will be closed on the following Federal holidays: New Year's Day, Martin Luther King's Birthday, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day.

(c) If any of the requirements of clause (i), (ii), or (iii) of Section 3(b) is not met, Bank shall use reasonable efforts to transmit such Entries to the ACH Operator by the next deposit deadline on which the ACH Operator is open for business.

4. On-Us Entries. Except as provided in Section 5, in the case of an Entry received for credit to an account maintained with Bank (an "On-Us Entry"), Bank shall credit 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 clause (i) and (ii) of Section 3(b) are met. If either of those requirements is not met, Bank shall use reasonable efforts to credit the Receiver's account on the next business day following such effective Entry Date.

5. Rejection of Entries. Bank shall reject any Entry which does not comply with the requirements of Section 1 or 2, or which contains an Effective Entry Date more than 30 days after the business day such Entry is received by Bank. Bank shall have the right to reject an On-Us Entry for any reason for which an Entry may be returned under the Rules. Bank shall have the right to reject any Entry if Subscriber has failed to comply with its account balance obligations under Section 9. Bank shall notify Subscriber by mail of such rejection no later than the business day such Entry would otherwise have been transmitted by Bank to the ACH Operator, or in the case of an On-Us Entry, its Effective Entry Date. Bank shall have no liability to Subscriber 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.

6. Cancellation or Amendment by Subscriber. Subscriber shall have no right to the cancellation or amendment of any Entry after its receipt by Bank.

7. Notice of Returned Entries. Bank shall notify Subscriber by fax of the receipt of a returned Entry from the ACH Operator.

8. Payment. Subscriber shall pay Bank the amount of each Entry transmitted by Bank pursuant to this Agreement at such time on the Settlement Date with respect to such Entry as Bank, in its discretion, may determine, and the amount of each On-Us Entry at such time on the Effective Entry Date of such Entry as Bank, in its discretion, may determine.

9. The Account. Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under the Agreement by debiting the account(s) of Subscriber identified in the AllTime Treasury Account Profile (the "Account"), and shall credit the Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Subscriber. Such credit shall be made as of the day of such receipt by Bank. Subscriber shall at all times maintain a balance of available funds in the Account sufficient to cover its payment obligations under this Agreement. In the event there are not sufficient available funds in the Account to cover Subscriber's obligations under this Agreement, Subscriber agrees that Bank may debit any account maintained by Subscriber with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Subscriber, in order to obtain payment of Subscriber's obligations under this Agreement.

10. Account Reconciliation. Entries transmitted by Bank for credit to a Receiver's account maintained with Bank will be reflected on Subscriber's periodic statement. Subscriber agrees to notify Bank promptly of any discrepancy between Subscriber's records and the information shown on any such periodic statement. If Subscriber fails to notify Bank within 10 business days of receipt of a periodic statement, Subscriber agrees that Bank shall not be liable for any losses, which would not have occurred if Subscriber had given such notice.

11. Subscriber Representations and Agreements. Subscriber agrees that (a) each person shown as the Receiver on an ACH Entry received by Bank from Subscriber has authorized the initiation of such Entry and the Crediting/Debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting by Bank as provided herein, (c) Entries transmitted to Bank by Subscriber are limited to those types of Credit/Debit Entries set forth in Section 1, (d) Subscriber shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, and (e) Subscriber shall be bound by and comply with the Rules as in effect from time to time, including without limitation, the provision thereof making payment of an Entry by the Receiving Depository Financial Institution to the Receiver provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry; and specifically acknowledges that if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Subscriber shall not be deemed to have paid the Receiver. Subscriber shall indemnify Bank against any loss liability or expense (including attorneys' fees and expenses) resulting from any breach of any of the foregoing agreements by Subscriber.

12. Compliance with Rules. The Subscriber agrees that as to all ACH Entries, including "On Us" Entries, it has complied and will comply in all respects with the Rules, including but not limited to the requirements concerning standing authorizations; the Subscriber also affirms and undertakes, for the benefit of the Bank and for the benefit of those other persons dealing with Entries initiated on the Subscriber's behalf, via WesPay, the Automated Clearing House, the Federal Reserve Bank, Los Angeles Branch, and every Receiving Bank, for each and all Entries presented to the Bank, as follows:

a. The Entry is accurate, timely and is in compliance with an authorization agreement of the Customer which is then valid, binding and enforceable in accordance with its terms and which authorization agreement stands unrevoked; and

b. The Entry complies in all respects with the requirements of the Rules; and

c. The Subscriber acknowledges that it may not initiate Entries that violate the laws of the U.S. This includes, but is not limited to monetary transactions prohibited by the Office of Foreign Assets Control (OFAC).

13. Liability; Limitations on Liability; Indemnity.

(a) Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its negligence in performing those services. Bank shall not be responsible for Subscriber's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from Subscriber) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institutions, and no such person shall be deemed Bank's agent. Subscriber agrees to indemnify Bank against any loss, liability or expense (including attorneys' fees and expenses) resulting from any claim of any person that Bank is responsible for any act of omission of Subscriber or any other person described in this Section 12(a).

(b) In no event shall Bank be liable for any consequential, special, punitive or indirect loss or damage which Subscriber may incur or suffer as a result of Bank's acts or omissions pursuant to this Agreement, including losses or damage from subsequent wrongful dishonor.

(c) 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 Bank's control. In addition, Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or Bank's otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.

(d) Bank's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Financial Institution of New York for the period involved. At Bank's option, payment of such interest may be made by crediting the Account.

14. Compliance with Security Procedure.

(a) If an Entry received by Bank purports to have been transmitted or authorized by Subscriber, it will be deemed effective as Subscriber's Entry and Subscriber shall be obligated to pay Bank the amount of such Entry even though the Entry was not authorized by Subscriber, provided Bank acted in compliance with the security procedure referenced in Subscriber's AllTime Treasury Service Agreement. If signature comparison is to be used as a part of that security procedure, Bank shall be deemed to have complied with that part of such procedure if it compares the signature accompanying a file of Entries with the signature of an authorized representative of Subscriber and, on the basis of such comparison, believes the signature to be that of such authorized representative.

(b) If an Entry received by Bank was transmitted or authorized by Subscriber, Subscriber shall be obligated to pay the amount of the Entry as provided herein, whether or not Bank complied with the security procedure referred to above and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedure.

15. Inconsistency of Name and Account Number. Subscriber acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted to the Receiving Depository Financial Institution might be made by the Receiving Depository Financial Institution (or by Bank in the case of an On-Us Entry) on the basis of the account number even if it identifies a person different from the named Receiver, and that Subscriber's obligation to pay the amount of the Entry to the Bank is not excused in such circumstances.

16. Notification of Changes. Bank shall notify Subscriber of all notifications of changes received by Bank related to Entries transmitted by Subscriber by (e.g., mail) no later than 5 business days after receipt thereof.

17. Payment for Services. Subscriber shall pay Bank the charges for the services provided for herein set forth in the Active Business Checking Description and Fees Schedule. Such charges do not include, and Subscriber shall be responsible for payment of, any sales, use, excise, value added, utility other similar taxes relating to the services provided for herein, and any fees or charges provided for in the agreement between Bank and Subscriber with respect to the Account (the "Account Agreement").

18. Amendments. From time to time Bank may amend any of the terms and conditions contained in this Agreement upon written notice to you. You will be deemed to have accepted an amendment of, or an addition to, this Agreement if any of your Users use any service through the AllTime Treasury System more than 30 calendar days after you receive notice of such amendment or addition.

19. Notices, Instructions, Etc.

(a) Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Subscriber or any other person, or to provide any notice or advice to Subscriber or any other person with respect to any matter.

(b) 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 a Primary User(s), and any such communication shall be deemed to have been signed by such person. The names and signatures of Primary User(s) are set forth in the Subscriber's AllTime Treasury Customer Account Profile.

(c) Except as otherwise expressly provided herein, any notice provided for in this Agreement shall be in writing and shall be personally delivered, or sent either by facsimile or U.S. mail, return receipt requested:

If to Bank, addressed to:

Pacific Capital Bank, N.A.
P.O. Box 60839
Santa Barbara, CA 93160-0839
Attn: Treasury Services 97-02B

And, if to Subscriber, addressed to the Subscriber contact and address the Bank has on file at time of notification. 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.

20. Data Retention. Subscriber shall retain data on file adequate to permit remaking of Entries for 30 days following the date of their transmittal by Bank as provided here, and shall provide such Data to Bank upon its request.

21. Termination. Subscriber may terminate this Agreement at any time. Such termination shall be effective on the second business day following the day of Bank's receipt of written notice of such termination or such later date as is specified in that notice. Bank reserves the right to terminate this Agreement immediately upon providing written notice of such termination to Subscriber. Any termination of this Agreement shall not affect any of Subscriber's obligations arising prior to such termination.

22. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California.