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A TRUE COPY
<br /> CERTIFICATION ON LAST PAGE
<br /> I.R. SMITH, CLERK
<br /> agency outside the U.S. as an IAT in accordance with the of the Receiver, (b) Customer has established and
<br /> NACHA Rules, (b) provide data necessary to accompany maintains a working telephone number for Receiver
<br /> the transaction in compliance with the Bank Secrecy Act's inquiries regarding the transaction that is answered during
<br /> "Travel Rule,"(c)screen the IAT prior to transmitting any normal business hours and that such number is displayed
<br /> file(s) of Entries to the Bank in accordance with the on the notice required by the NACHA Rules for BOC
<br /> requirements of OFAC and comply with OFAC sanctions, Entries, (c) the amount of the Entry, the routing number,
<br /> and (d)otherwise comply with and be subject to all other the account number and the check serial number are in
<br /> requirements of U.S. law, the NACHA Rules, OFAC and accordance with the source document, (d) Customer will
<br /> FinCEN,as well as the Foreign Country Rules; retain a reproducible, legible image,microfilm or copy of
<br /> the front of the Receiver's source document for each BOC
<br /> (viii) with respect to each Internet- Entry for two (2) years from the Settlement Date of the
<br /> initiated/mobile ("WEB") (as defined under the NACHA BOC Entry, (e) Customer has employed commercially
<br /> Rules) ACH Entry that Customer may be permitted by reasonable procedures to securely store (1) all source
<br /> Bank to initiate, (a) Customer employs (1) commercially documents until destruction and(2)all banking information
<br /> reasonable detection systems to minimize risk of fraud relating to BOC Entries, and (f) the source document to
<br /> related to Intemet-initiated payments, (2) commercially which each BOC Entry relates will not be presented or
<br /> reasonable procedures to verify validity of routing returned such that any person will be required to make
<br /> numbers, (3) commercially reasonable methods of payment based on the source document unless the BOC
<br /> authentication to verify the identity of the Receiver,and(4) Entry is returned;
<br /> a commercially reasonable level of encryption technology,
<br /> and(b)where required by the NACHA Rules and/or Bank, NO with respect to each Point-of-Purchase
<br /> Customer conducts annual audits as to its security practices ("POP")Entry that Customer may be permitted by Bank to
<br /> and procedures that include,at a minimum,verification of initiate,the source document provided to Customer for use
<br /> adequate levels of(1) physical security to protect against in obtaining the Receiver's routing number, account
<br /> theft, tampering, or damage, (2) personnel and access number, and check serial number for the initiation of the
<br /> controls to protect against unauthorized access and use and POP Entry(a)is returned voided to the Receiver after use
<br /> (3)network security to ensure secure capture,storage, and by Customer and(b)has not been provided to the Receiver
<br /> distribution, and will provide proof of such audits to Bank for use in any prior POP Entry;and
<br /> upon request;
<br /> (xiii) with respect to each Returned Check
<br /> (ix) with respect to each Telephone- ("RCK")Entry that Customer may be permitted by Bank to
<br /> Initiated("TEL")Entry that Customer may be permitted by initiate, (a) all signatures on the item are authentic and
<br /> Bank to initiate, Customer has(a)employed commercially authorized,(b)the item has not been altered,(c)the item is
<br /> reasonable procedures to verify the identity of the Receiver, not subject to a defense or claim, (d)the Entry accurately
<br /> and (b) utilized commercially reasonable procedures to reflects the item, (e)the item will not be presented unless
<br /> verify that routing numbers are valid; the related Entry has been returned by the RDFI, (f) the
<br /> information encoded after issue in magnetic ink on the item
<br /> (x) with respect to each Accounts is correct,and(g)any restrictive endorsement placed on the
<br /> Receivable("ARC")Entry that Customer may be permitted item is void or ineffective.
<br /> by Bank to initiate,(a)the amount of the Entry,the routing
<br /> number, the account number and the check serial number Customer shall indemnify and hold Bank harmless from
<br /> are in accordance with the source document, (b)Customer any loss, liability or expense (including reasonable
<br /> will retain a reproducible,legible image,microfilm or copy attorneys' fees and costs) resulting from or arising out of
<br /> of the front of the Receiver's source document for each any breach of the foregoing warranties, representations or
<br /> ARC Entry for two (2) years from the Settlement Date of agreements. Customer shall also indemnify and hold Bank
<br /> the ARC Entry, (c) Customer has employed commercially harmless from any claim of any person that Bank is
<br /> reasonable procedures to securely store (1) all source responsible for any acts or omissions of Customer regarding
<br /> documents until destruction and(2)all banking information any Entry received from Customer, or those of any other
<br /> relating to ARC Entries, (d) Customer has established person related thereto, including, without limitation, any
<br /> reasonable procedures under which the Receiver may Federal Reserve Bank, ACH Operator or transmission or
<br /> notify Customer that receipt of Receiver's checks does not communications facility,any Receiver or RDFI.
<br /> constitute authorization for ARC Entries to the Receiver's
<br /> account and that Customer will allow the Receiver to opt- 23. Same Day ACH("SDA"). Upon the effective
<br /> out of check conversion activity, and (e) the source date of the changes to the NACHA Rules enabling the same-
<br /> document to which each ARC Entry relates may not be day processing of certain ACH payments (the "SDA
<br /> presented or returned such that any person will be required Rule'), Customer may be permitted, in Bank's sole and
<br /> to make payment based on the source document unless the exclusive discretion, to initiate SDA Entries. In the event
<br /> ARC Entry is returned; Bank approves Customer's initiation of SDA Entries,either
<br /> on a one time or other periodic basis, Customer agrees as
<br /> (xi) with respect to each Back Office follows:
<br /> Conversion (`BOC") Entry that Customer may be
<br /> permitted by Bank to initiate, (a) Customer has employed 23.1 Customer shall be solely responsible
<br /> commercially reasonable procedures to verify the identity for transmitting its SDA Entries with the appropriate
<br /> HC 4814-6754-1549 29 Of 58 022016
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