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6.5 Customer Representations and Warranties. Customer represents and warrants with respect to itself and the Customer's BIC(s) identified by or through Customer in the Services' Setup Form(s) that it: • is registered with SWIFT as either a "Member Admimstered Closed User Group" and/or "Closed User Group" and/or "SCORE (Standardized Corporate Environment)" member; • is in compliance with applicable SWIFT Rules; • is not in violation of any federal, state or local laws with respect to the SWIFT Services; • is a duly incorporated and validly existing legal entity; • is in good standing financially and in compliance with all laws and regulations applicable to Customer; and • is subject to regular audits in accordance with intemationally recognized accounting standards by independent auditors. 6.6 Third -Party Service Providers; Third Partv-Service Provider Activities. 6.6.1 Customer may appoint a third party, whether a SWIFT registered user/member, SWIFT authorized service bureau or other third party, to send or receive SWIFT Instructions, perform other functions and/or otherwise act as Customer's agent for purposes of the SWIFT Services provided hereunder (a "Third -Party Service Provider"), as shall be set forth in the Services' Setup Form(s). In such event, Customer agrees that the Third -Party Service Provider shall have all the powers of Customer m relation to the SWIFT Services. Customer unconditionally authonzes Bank to deal directly with the Third -Party Service Provider in connection with all matters relating to the SWIFT Services, including, without limitation, the receiving and sending of SWIFT Instructions (including Payment Orders), and any testing to be completed with respect to the SWIFT Services. All SWIFT Instructions received by Bank from Third -Party Service Provider are hereby authorized by Customer. All acts and omissions of Third -Party Service Provider shall be the acts, omissions and responsibility of Customer and shall be governed by the provisions of this Appendix. For the avoidance of doubt, Customer shall ensure the Third -Party Service Provider complies with the relevant provisions of this Appendix. Notice of any termination of Third -Party Service Provider's authority to receive and send SWIFT Instructions to Bank on Customer's behalf shall be given to Bank in writing. The effective date of such termination shall be ten (10) Business Days after Bank receives written notice of such termination. Notwithstanding the foregoing, Customer agrees that Bank retains the right to reject any such Third -Party Service Provider and thus any associated SWIFT Instructions initiated by Customer's Third -Party Service Provider in Bank's sole discretion. 6.6.2 Subject to Bank's prior approval and in its sole and exclusive discretion, Customer may be pennitted to use the SWIFT Services provided hereunder on behalf of and in conjunction with Accounts that belong to Customer's clients, as well as on Customer's own behalf. Customer shall provide an appropriate letter of authority and/or execute any such other agreement(s) or documents as deemed necessary or appropriate by Bank pnor to the initiation or continuation by Customer of the SWIFT Services in the capacity of a third -party service provider. Customer agrees that Bank retains the right to reject any request by Customer to engage in such activities as well as any SWIFT Instructions by Customer in such capacity, in Bank's sole discretion. In the event Bank approves Customer's use of the SWIFT Services as a third - party service provider, then the following shall also apply: (a) Customer represents and warrants to Bank that each Customer client has given Customer authority to access and engage m SWIFT Instructions with respect to its Accounts through use of the SWIFT Services to the same extent as if Customer owned them, including in the capacity of a "third party service provider;" (b) each reference to "Customer" herem will be deemed to be a collective reference to Customer and each Customer client whose Accounts are included in Bank's implementation of Customer's set-up for the SWIFT Services; (c) all of the provisions set forth herein will apply to the Customer client's Account(s) as if Customer owned them; (d) each person who is authorized to act on Customer's behalf with respect to the SWIFT Services is also authorized to act on Customer's behalf to the same extent with respect to the Accounts of each Customer client whose Accounts are included in Bank's implementation of Customer's set-up for the SWIFT Services; and (e) Customer shall be liable for all monetary, confidentiality and other obligations to Bank hereunder as they relate to Customer's use of the SWIFT Services for itself as well as each such Customer client. Customer agrees to notify Bank immediately if Customer's authority with respect to Customer's client(s) is revoked or changed. 6.7 Customer Direction and Indemnity. 6 7.1 In the event that the BIC(s) identified by or through Customer in the Services' Setup Form(s) are owned by a parent company or other affiliate of Customer, or are owned by an unrelated third party and/or such third party is otherwise operating by agreement with Customer as Customer's Third -Party Service Provider for purposes of the SWIFT Services, Bank is prepared to act on a SWIFT Instruction from Customer's SWIFT BIC(s) only upon receipt of the indemnity provided in this Section 6. This indemnity shall be in addition to and not m lieu of an additional indemnity provided by Customer in the Cash Management Master Agreement. HCH 4846-4388.3571 v.1 page 53 of 58 0716 P67