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Depository Financial Institution ("RDFI") in accordance
<br />with the NACHA Rules (i.e., a Written Statement of
<br />Unauthorized Debit), and where such notification is received
<br />in time and in a manner that reasonably allows the RDFI to
<br />meet the deadline for transmitting a Return Entry as
<br />provided in the NACHA Rules. Customer also acknowledges
<br />the right of a corporate Receiver of a debit Entry, as
<br />applicable and as described in the NACHA Rules, to obtain a
<br />refund of the funds debited from such Receiver's account by
<br />such Receiver sending a notice to Receiver's RDFI within
<br />two (2) Business Days following the Settlement Date of the
<br />original Entry. Customer indemnifies Bank against any such
<br />claim for a refund by any Receiver.
<br />5.4 In accordance with this Appendix,
<br />Customer may use the Services to initiate and transmit credit
<br />and debit Entries with certain Standard Entry Class ("SEC")
<br />Codes. Authorized SEC Codes include PPD, PPD+, CCD,
<br />CCD+ and CTX. All other SEC Codes may be used with
<br />proper designation on the Services' Setup Form(s) and in
<br />accordance with additional instructions from and
<br />requirements by Bank, as applicable. Bank may also suspend
<br />or terminate Customer's use of one or more SEC Codes at
<br />any time in Bank's sole and exclusive discretion.
<br />5.5 Bank may suspend Customer's use of
<br />one or more inactive ACH set-ups after 12 months of
<br />inactivity and subsequently terminate Customer's use of the
<br />inactive ACH set-up on one or more channels of delivery,
<br />after 16 months of inactivity. Non-use of ACH Origination
<br />for 16 months, mal result in the termination and removal of
<br />the ACH Service.
<br />6. International ACH Transactions ("IAT
<br />Entries").
<br />6.1 An IAT Entry is a debit or credit Entry
<br />that is part of a payment transaction involving a Financial
<br />Agency located outside of the territorial borders of the
<br />United States, which is processed through the domestic ACH
<br />network, pursuant to the NACHA Rules, including the rules
<br />pertaining to Intemational ACH Transactions. IAT Entries
<br />also include those that are funded directly by an incoming
<br />international wire or similar funding source. The NACHA
<br />Rules establish SEC Code "IAT" for all International ACH
<br />Transactions. Customer agrees to be bound by the NACHA
<br />Rules and all other statutes and regulations pertaining to IAT
<br />Entries, including all applicable OFAC and FinCEN rules
<br />and regulations associated with IAT Entries. Customer
<br />acknowledges that IAT Entries require additional mandatory
<br />information, according to special formatting requirements,
<br />in the computer record for such Entries within an ACH batch
<br />file. Customer expressly agrees to identify and properly
<br />initiate all IAT Entries. Bank will facilitate IAT Entries to
<br />Receivers located in foreign countries approved by Bank and
<br />facilitated by the ACH or the Gateway Operator (hereinafter
<br />in this Section, collectively, "ACH Operator"). Bank will
<br />process each IAT Entry in accordance with (a) the laws and
<br />payment system rules and requirements of the receiving
<br />foreign country ("Foreign Country Rules"), (b) any
<br />agreement governing IAT Entries between Bank and the
<br />ACH Operator through which Bank processes the IAT
<br />Entry, the terms of which Bank communicates to Customer
<br />prior to Customer's use of the Services or from to time
<br />thereafter, and (c) the NACHA Rules.
<br />6.2 Customer acknowledges and agrees that
<br />IAT Entries may be subject to laws, regulations and
<br />restrictions of U.S. and foreign governments relating to
<br />foreign exchange transactions. Before initiating an IAT
<br />Entry, Customer agrees to understand and accept the Foreign
<br />Country Rules. An IAT Entry must be authorized by the
<br />Receiver. The form and content of the Receiver's
<br />authorization, including whether such authorization is oral,
<br />electronic or written, is govemed by Foreign Country Rules.
<br />Customer assumes the risk of rejection of its Entries
<br />according to Foreign Country Rules, Bank and the ACH
<br />Operator. Customer expressly acknowledges and agrees that
<br />Outbound IAT Entries, once transmitted, are irrevocable and
<br />are subject to the Foreign Country Rules; furthermore, the
<br />time frames for return of an Entry are determined by the
<br />Foreign Country Rules and may exceed the sixty (60) day
<br />return window for consumer Entries defined by the U.S.
<br />ACH system and the NACHA Rules, as well as the return
<br />window for non -consumer Entries. Customer also agrees
<br />that IAT Entries may not be dishonored, reversed or settled
<br />upon a specific date, and that pre -notifications are not
<br />permitted with respect to IAT Entries involving certain
<br />foreign countries. To the extent not otherwise prohibited by
<br />law, in connection with IAT Entries, (1) Customer assumes
<br />the risk of all fluctuations in foreign exchange rates or
<br />availability, and (2) Customer assumes the risk of loss for
<br />creating any and all erroneous IAT Entries. Customer
<br />acknowledges and agrees that the processing, settlement
<br />and/or availability of such Entries may be delayed or
<br />suspended in the event that Bank determines that enhanced
<br />scrutiny or verification of such Entries is necessary under the
<br />NACHA Rules and/or applicable U.S. law. The ACH
<br />Operator through which Bank processes the IAT Entry, in its
<br />sole discretion, may also refuse to handle IAT Entries.
<br />Customer acknowledges that Bank shall have no liability for
<br />such delay or refusal.
<br />6.3 In addition to the provisions of Section 22
<br />of this Appendix, Customer makes the following additional
<br />representations and warranties with respect to any IAT Entry
<br />submitted by Customer or on Customer's behalf:
<br />6.3.1 Customer is in compliance with U.S.
<br />law, including, but not limited to, Customer's obligations
<br />under programs administered by OFAC and FinCEN; and
<br />6.3.2 The origination of an Outbound IAT
<br />Entry is in compliance with the Foreign Country Rules,
<br />including any requirements regarding authorization with
<br />respect to an IAT Entry.
<br />6.4 Bank will not be liable for (a) any failure
<br />or delay by the ACH Operator, any intermediary financial
<br />institution, or the financial institution designated to receive
<br />the IAT Entry in the receiving country in processing or
<br />failing to process any IAT Entry that is transmitted to the
<br />receiving country, or (b) the acts or omissions by a third
<br />party, including without limitation, the delay or failure of
<br />any third party to process, credit or debit any IAT Entry.
<br />Bank is also not responsible for the transmission or
<br />CAP ID 88442 0722
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