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A TRUE COPY I C ERTIFICATION CN LAST PACE J.R. SMITH, CLERK with regard to any Data Breaches when known or provisions that by the nature of their terms survive reasonably suspected by Customer, including but not termination of this Appendix, including without limitation limited to, Data Breaches to Consumer-Level ACH Data, Sections 2,5, 10, 12,13, 14, 18,20,21,22,27,32,33 and and will take all reasonable measures, including, without 34. limitation, retaining computer forensic experts, to determine the scope of any data or transactions affected by 32. Cooperation in Loss Recovery Efforts. In the any Data Breaches, providing all such determinations to event of any damages for which Customer or Bank may be Bim• liable to the other or to a third party relative to the Services, both parties shall undertake reasonable efforts to cooperate 29. Audit. Bank has the right to periodically audit with the other, as permitted by applicable law, in Customer's compliance with the NACHA Rules U.S. law p � performing loss recovery efforts and in connection with any and Bank policies, including, but not limited to, this actions that Customer or Bank may be obligated to defend Appendix. or elects to pursue against a third party. 30. Records. All electronic or other files,Entries, Security Procedures and related records used by Bank for 33. Governing Law. In addition to the terms and transactions contemplated by this Appendix shall be and conditions of the parties' Cash Management Master remain Bank's property. Bank may, in its sole discretion, Agreement, the parties agree that if any payment order make available such information upon Customer's request. governed by this Appendix is part of a funds transfer subject to the federal Electronic Funds Transfer A then Any expenses incurred by Bank in making such � information available to Customer shall be paid by all actions and disputes as between Customer,or any Third- Customer. Party Service Provider acting on Customer's behalf, and Bank shall be governed by Article 4-A of the Uniform 31. Termination. The parties may terminate this Commercial Code,as varied by this Appendix. Appendix in accordance with the terms and conditions of 34. Effectiveness. Customer agrees to all the terms the parties' Cash Management Master Agreement. In and conditions of this Appendix. The liability of Bank addition,if Customer breaches the NACHA Rules or causes under this Appendix shall in all cases be subject to the Bank to breach the NACHA Rules, this Appendix may be provisions of the Cash Management Master Agreement, terminated or suspended by Bank upon ten (10) Business including, without limitation, any provisions thereof that Days' notice,or such shorter period as may be provided in exclude or limit warranties made by, damages payable by the parties' Cash Management Master Agreement. Any or remedies available from Bank. This Appendix replaces termination of this Appendix shall not affect any of Bank's and supersedes all prior agreements on file with respect to rights and Customer's obligations with respect to Entries the services described herein and shall remain in full force initiated by Customer prior to temmination, the payment and effect until termination or such time as a different or obligations of Customer with respect to services performed amended Appendix is accepted in writing by Bank or the by Bank prior to termination, or any other obligations or Cash Management Master Agreement is terminated. HC 4814-6754-1549 31 of 58 022016