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any credit Entries on the date of transmission to the Bank or otherwise prior to the settlement date. The Bank also may require the
<br />Customer to maintain collateral with the Bank in an amount the Bank specifies.
<br />The Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of credit Entries
<br />and /or debit Entries and Drafts that the Bank will release on the Customer's behalf. The Bank may change or cancel the limits at any
<br />time without prior notice to the Customer, although the Bank will try to notify the Customer before the Bank does that.
<br />Warranties; Indemnity. Except as specified below, the Customer will be deemed to make the same warranties to the Bank as the
<br />Bank makes pursuant to the Rules. In the case of an Entry originated to another account with the Bank, warranties will be deemed to
<br />be given as of the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power of the Bank under
<br />applicable law to comply with the requirements of the Rules or the conformity of Entries and other data the Bank transmits to the file
<br />spec cations contained in the Rules. The Customer further represents, warrants and acknowledges that each Entry and Draft it
<br />originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the
<br />laws of the United States.
<br />The Customer agrees to indemnity the Bank and the Bank's employees, officers, directors and agents and hold all of them harmless
<br />from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resuRing directly or
<br />indirectly from (1) the Customer's breach of any warranty made under this section and (2) compliance by Bank and the RDFI with any
<br />request the Customer makes for a cancellation, stop payment, reversal or recall of any Entry.
<br />Stop Payments; Reversals and Recalls. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries
<br />must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's
<br />procedures advised to Customer. Entries or other instructions may not be amended or modified.
<br />Third -Party Service Providers. The Customer may choose to use athird -party service provider or service bureau to issue Entries or
<br />other instructions, handle returned Entries or perform other functions for and on the Customer's behalf. If the Bank accepts such
<br />Entries or other instructions, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the
<br />Customer's provider, and the Customer is responsible for all costs and expenses of the Customer's provider.
<br />Third -Party Sender_ If the Customer is a Third -Party Sender, as such term is hereafter defined, (a) the Customer warrants that the
<br />Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case
<br />where the Originator fails to perform ks obligations under the Rules as an Originator, the Customer shall indemnify, defend and hold
<br />the Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs.
<br />that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) the
<br />Customer agrees to cooperate with the Bank regarding any request for information concerning the identity of any Originator; and (d) the
<br />Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services
<br />violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement
<br />between the Customer and the Originator. Further, the Bank will rely on the Customer to evaluate the legitimacy of the Originators and
<br />their transactions originated by the Customer and for ensuring that instructions do not involve illegal activities. The Customer hereby
<br />represents and warrants to Bank that Customer (a) conducts due diligence on each Originator for which the Customer is initiating
<br />Entries in accordance with "Know Your Customer' policies and procedures maintained by Customer that provide for the gathering of
<br />information relating to the originator's principal business activities and geographic location and verification that the Originator is
<br />operating a legitimate business and (b) regularly monitors its Originator's transactions for suspicious activities. Upon request by the
<br />Bank, the Customer shall promptly provide to the Bank Customer's written due diligence policies and procedures and results of
<br />monitoring activities.
<br />The Customer must notify the Bank immediately if the Customer suspects or becomes aware of any activity or transaction of an
<br />Originator that the Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that
<br />was conducted, in part or whole, for the purpose of disguising the source of funds. The Bank will be entitled at any time upon notice to
<br />the Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any
<br />Originator on whose behalf the Customer is originating Entries if the Bank determines that there are excessive returns or reversals of
<br />Entries originated on behalf of such Originator or if the Bank becomes aware of any information indicating suspicious, fraudulent or
<br />illegal activity related to such Originator or for any other reason. Customer shall provide the Bank with ongoing access, at Bank's
<br />request, to all Originators' files. Further, upon notice from the Bank, the Customer shall provide such auditors and other Bank
<br />personnel as the Bank may, from time to time, designate in writing with reasonable access at all reasonable times to the Customer's
<br />facilities, data and records relating to the initiation of Entries for the purpose of pertortning audits to verify the Customer's compliance
<br />with this section. As used herein, "Third -Party Sender" shall mean a person who is not an Originator, who has authorized an ODFI or
<br />another Third -Party Sender to transmit, for the account of the Third -Party Sender or another Third -Party Sender, (i) a credit entry to the
<br />account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the
<br />Originator to the Receiver, or (ii) a debit entry to the account of a Receiver, or if the Receiver is also the RDFI, to such Receiver, in
<br />order to effect a payment from the Receiver to the Originator.
<br />IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply
<br />with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels
<br />that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will
<br />advise Customer as to which of Bank's ACH origination channels can be used for IAT origination.
<br />PN: 350914 DOC ID: 4 Page 25 of'SI
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