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A TRUE COPY CERTIFICATION CN LAST PAGE J.R. SMITH, CL,---RK Im Bank APPENDIX H TD ACH ORIGINATION SERVICES This Appendix is incorporated by reference into the parties'Cash Management Master Agreement and the parties'Bank Internet System Agreement, as applicable. This Appendix applies to all automated clearing house("ACH") Services made available to Customer,in Customer's capacity as an Originator by Bank, as an Originating Depository Financial Institution("ODFI'). All capitalized terms used herein without definition shall have the meanings given to them in either the Cash Management Master Agreement or the NACHA Rules(as defined below),as applicable. Except as otherwise expressly provided in this Appendix,to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement,this Appendix and any amendment hereto from time to time shall control,but only to the extent necessary to resolve such conflict. TERMS AND CONDITIONS discretion and at any time, to delayed settlement of debit Entries requested by Customer,in accordance with the terms and conditions of any agreement between Bank and Customer 1. Services. The ACH network is a funds transfer relating thereto. system which provides for the interbank clearing of electronic credit and debit Entries for participating financial 2.3 Customer agrees from time to time, institutions. The ACH system is governed by the National upon Bank's request and in accordance with this Appendix Automated Clearing House Association's ("NACHA") and the parties' Cash Management Master Agreement, to Operating Rules and Operating Guidelines(collectively the promptly provide Bank with information pertaining to "NACHA Rules"). Customer's financial condition as Bank may request, including without limitation,the name(s)of other financial 2. Customer Obligations. institutions that Customer is using to originate Entries. 2.1 Customer will comply and shall cause 2.4 Nothing in this Appendix or any course its employees,officers,directors, agents and its Authorized of dealing between Customer and Bank (i) constitutes a Representative(s) and Administrator(s) to comply with (i) commitment or obligation of Bank to lend money to the NACHA Rules as amended from time to time and (ii) Customer, (ii) obligates Bank to extend any credit to any specifications, advisories, interim policies, or Customer, to make a loan to Customer or otherwise to instructions related to ACH transactions issued, from time advance funds to Customer to pay for any payment order to time, by Bank, NACHA or any federal or state contrary to Bank's published availability schedules and the regulatory authorities. The duties of Customer set forth in settlement timing as reflected herein, and in such other this Appendix in no way limit the requirement that documents and materials as may be provided to Customer by Customer comply with the NACHA Rules. Customer Bank with regard to the Services from time to time, (iii) specifically adopts and makes to Bank all representations constitutes a modification of this Appendix, the NACHA and warranties of an Originator under the NACHA Rules, Rules, or the Security Procedures, or (iv) otherwise including that Customer will not initiate Entries in violation constitutes an agreement between Bank and Customer of the laws of the United States. Customer has access to a regardless of whatever practices and procedures Bank and copy of the NACHA Rules and acknowledges receipt of a Customer may use. copy. (The NACHA Rules may be obtained at NACHA's website at www.NACHA.org or by contacting NACHA 2.5 Customer is responsible for all tariffs, directly at 703-561-1100.)Customer agrees to subscribe to duties or taxes(excluding U.S.federal,state and local taxation receive revisions to the NACHA Rules directly from of the income of Bank) that may be imposed by any NACHA. government or govemmental agency in connection with any payment order executed pursuant to this Appendix,including 2.2 Customer will maintain a checking without limitation any international tariffs, duties or taxes Account ("Settlement Account') at Bank with available related to international ACH Entries as further described in balances as of the Effective Entry Date sufficient to offset any Section 6 below. Entries submitted and against which any rejected or returned Entries may be credited or debited.Bank reserves the right,in 2.6 Customer shall be liable for all fines its sole and exclusive discretion and at any time, to require including without limitation any international fines related to ACH pre-funding of credit Entries requested by Customer,in international ACH Entries as further described in Section 6 accordance with the terms and conditions of any agreement below,that may be incurred by Bank that are attributable to between Bank and Customer relating to pre-funding of such Customer's failure to comply with (i)the NACHA Rules, or Entries, including as otherwise set forth in this Appendix. (ii) the laws, regulations and orders administered by the Bank also reserves the right, in its sole and exclusive U.S.,including without limitation,the U.S.Department of HC 4814-6754-1549 22 of 58 022016