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A TRUE COPY CERTIFICATIO? L N LAST PAGE J.R. SMITH, CLERK 20.3 Bank will pay Customer the amount of each debit Entry transmitted by Bank pursuant to this 21.2 Customer may not use the services Appendix at such time on the Settlement Date with respect provided hereunder to process Entries on behalf of to such debit Entry as Bank, in its discretion, may Customer's clients defined as a "Th' - ' Y "Third-Party Sender' ( �Y determine, and the amount of each On-Us Entry at such under the NACHA Rules), except where Customer has time on the Effective Entry Date as Bank,in its discretion, formally requested to engage in such activity in advance may determine. and where Bank has provided its prior approval, which Bank may grant or withhold in its sole and exclusive 20.4 Bank will use reasonable efforts to discretion. In the event Bank approves of such use, promptly pay Customer the amount of each credit Entry Customer shall execute such other agreement(s) or returned by an RDFI that was transmitted by Bank pursuant documents as deemed necessary or appropriate by Bank to this Appendix. prior to the initiation or continuation by Customer of any ACH services in the capacity of a Third-Party Sender. 20.5 Customer acknowledges and agrees Customer agrees that Bank retains the right to reject any that any failure of Customer to make payment to Bank as request by Customer to engage in Third-Party Sender described in this Section may constitute an event of default activities as well as any Entries initiated by Customer in under any other agreement for credit that Customer or any such capacity,in Bank's sole discretion. of Customer's Affiliates has with Bank or any Affiliate of Bank Customer further acknowledges and agrees to 22. Customer Representations and Agreements; execute and deliver any further documents and instruments Indemnity. In addition to Customer representations, as Bank may require to effectuate the cross-default agreements and warranties otherwise described in this contemplated hereby. Appendix, Customer further represents and warrants to Bank and agrees, with respect to each and every Entry 21. Third-Party Service Provider; Third-Party transmitted by Customer or any Third-Party Service Sender Activities. Provider on Customer's behalf,that: 21.1 Subject to Bank's prior approval and in (i) Each person shown as the Receiver of its sole and exclusive discretion, Customer may appoint a an Entry received by Bank from Customer has authorized third party to act as Customer's agent to process Entries on the initiation of such Entry and the crediting or debiting of Customer's behalf and for purposes of the services its account in the amount and on the Effective Entry Date provided hereunder("Third-Party Service Provider"),as set shown on such Entry; forth in the Services' Setup Form(s). All data received by Bank from Third-Party Service Provider,including Entries (ii) Such authorization is operative at the and instructions (and corrections or adjustments thereto), time of transmittal or crediting or debiting by Bank as are hereby authorized by Customer.All acts and omissions provided herein; of Third-Party Service Provider shall be the acts,omissions (iii) Entries transmitted to Bank by and responsibility of Customer and shall be governed by Customer are limited as set forth in Sections 3 and 5; the provisions of this Appendix. Customer agrees,jointly and severally with Third-Party Service Provider, to (iv) Customer shall perform its obligations indemnify and hold Bank harmless from any and all under this Appendix in accordance with the laws of the liabilities,losses, damages, costs and expenses of any kind United States and all other applicable laws,regulations and (including, without limitation, the reasonable fees and orders, including, but not limited to, the transaction disbursements of counsel in connection with any screening and sanctions laws, regulations and orders investigative, administrative or judicial proceedings, administered by OFAC; laws, regulations and orders whether or not Bank shall be designated a party thereto) administered by FinCEN;and any state laws,regulations or which may be incurred by Bank relating to or arising out of orders applicable to the providers of ACH payment the acts or omissions of Third-Party Service.Provider on services; behalf of Customer. Customer and Third-Party Service (v) Customer shall be bound by and Provider shall execute any such other agreement(s) or comply with the provisions of the NACHA Rules (among documents as deemed necessary or appropriate by Bank other provisions of the NACHA Rules)that make payments prior to the initiation or continuation by Third-Party of an Entry by the RDFI to the Receiver provisional until Service Provider of any services on Customer's behalf, receipt by the RDFI of final settlement for such Entry; including without limitation Bank's Third-Party Service Provider Agreement,as the same may be modified by Bank (vi) Customer specifically acknowledges from time to time. Notice of any termination of Third- that it has received notice of the rule regarding provisional Party Service Provider's authority to transmit data and payment and of the fact that, if such settlement is not instructions to Bank on Customer's behalf shall be given to received, the RDFI shall be entitled to a refund from the Bank in writing. The effective date of such termination Receiver of the amount of the Entry; shall be ten(10)Business Days after Bank receives written notice of such termination. Customer agrees that Bank (vii) with respect to each International ACH retains the right to reject any Third-Party Service Provider Transaction ("IAT") that Customer may be permitted by and any Entries initiated by Customer's Third-Party Bank to initiate, Customer shall (a) classify and format Service Provider in its sole discretion. payments transmitted to or received from a financial HC 4814-6754-1549 28 of 58 022016