Common use of Bank’s Responsibility Clause in Contracts

Bank’s Responsibility. In the performance of the OTM Services, the Bank will be entitled to rely solely on the information, representations and warranties provided by the Company, and will not be responsible for the accuracy or completeness thereof. The Bank shall have no duty or obligation to inquire as to the appropriateness, correctness or authenticity of any entry, instruction, transaction or order in connection with the OTM Services, whether or not it will result in payment to any officer, employee, or agent of the Company, or is otherwise tendered in payment of such person’s individual obligations. The Bank has no obligation to verify the availability of funds in any account at the time of any transfer request, even if honoring such a request will result in an overdraft. In the event such a request is honored, the Company shall immediately pay such overdraft and shall be responsible for payment of all applicable overdraft charges. Further, the Bank is not obligated to honor, either in whole in part, any transaction or instruction which (a) is not in accordance with any terms or conditions applicable to the relevant Specific Service, (b) the Bank has reason to believe may not be authorized by Company, (c) involves funds subject to a hold, dispute or legal process preventing their withdrawal; or (d) would violate any applicable federal or state law, rule or regulation. Notwithstanding any other provision of this Agreement, the Bank shall have no liability for any damage, loss, expense or liability of any nature that the Company may suffer or incur, except to the extent of direct losses attributable solely to the Bank’s own gross negligence or willful misconduct, and only to the extent set forth herein. In furtherance of, and without limiting the foregoing, the Bank will not otherwise be responsible for any action taken, allowed or omitted or for any liability, loss, claim or damage arising from an act of God, loss or delay occasioned in transit of data or processed work, labor disputes, material or labor shortages, accident or damage to facilities, inaccuracy of information, computer viruses, malicious code or other defects in the OTM Services, incompatibility between the OTM Services and the Company’s browser or from other causes or events beyond the control of the Bank. The time, if any, required for the Bank’s performance under this Agreement shall be automatically extended during the period of such delay or interruption. In no event shall the Bank be liable for any indirect, special, consequential or punitive loss or damage of any kind (including, without limitation lost profits) whether or not foreseeable, even if the Bank has been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, breach of contract or otherwise. This section shall survive termination of this Agreement and termination of Company’s participation in the OTM Services. SPECIFIC SERVICES

Bank’s Responsibility. In the performance of the OTM LYNX Services, the Bank will be entitled to rely solely on the information, representations and warranties provided by the Company, and will not be responsible for the accuracy or completeness thereof. The Bank shall have no duty or obligation to inquire as to the appropriateness, correctness or authenticity of any entry, instruction, transaction or order in connection with the OTM LYNX Services, whether or not it will result in payment to any officer, employee, or agent of the Company, or is otherwise tendered in payment of such person’s individual obligations. The Bank has no obligation to verify the availability of funds in any account at the time of any transfer request, even if honoring such a request will result in an overdraft. In the event such a request is honored, the Company shall immediately pay such overdraft and shall be responsible for payment of all applicable overdraft charges. Further, the Bank is not obligated to honor, either in whole in part, any transaction or instruction which (a) is not in accordance with any terms or conditions applicable to the relevant Specific Service, (b) the Bank has reason to believe may not be authorized by Company, (c) involves funds subject to a hold, dispute or legal process preventing their withdrawal; or (d) would violate any applicable federal or state law, rule or regulation. Notwithstanding any other provision of this Agreement, the Bank shall have no liability for any damage, loss, expense or liability of any nature that the Company may suffer or incur, except to the extent of direct losses attributable solely to the Bank’s own gross negligence or willful misconduct, and only to the extent set forth herein. In furtherance of, and without limiting the foregoing, the Bank will not otherwise be responsible for any action taken, allowed or omitted or for any liability, loss, claim or damage arising from an act of God, loss or delay occasioned in transit of data or processed work, labor disputes, material or labor shortages, accident or damage to facilities, inaccuracy of information, computer viruses, malicious code or other defects in the OTM LYNX Services, incompatibility between the OTM LYNX Services and the Company’s browser or from other causes or events beyond the control of the Bank. The time, if any, required for the Bank’s performance under this Agreement shall be automatically extended during the period of such delay or interruption. In no event shall the Bank be liable for any indirect, special, consequential or punitive loss or damage of any kind (including, without limitation lost profits) whether or not foreseeable, even if the Bank has been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, breach of contract or otherwise. This section shall survive termination of this Agreement and termination of Company’s participation in the OTM LYNX Services. SPECIFIC SERVICES A. ACH ORIGINATION SERVICES PLEASE NOTE THAT THE ACH ORIGINATION SERVICES ARE ONLY AVAILABLE TO COMPANIES ENROLLED IN TIER 2 OR TIER 3 OF THE LYNX SERVICES. Through the Bank’s Automated Clearing House origination services (“ACH Services”), the Company will be permitted to initiate credit and/or debit Entries as an Originator by means of the Automated Clearing House Network (“ACH”) pursuant to the terms of this Agreement and the operating rules and guidelines of the National Automated Clearing House Association (“NACHA”) including, any exhibits or appendices thereto, as same may be amended from time to time (collectively, the “Rules”), which Rules are incorporated herein and made a part of this Agreement. Terms not defined herein shall have the meanings ascribed to them in the Rules. To be eligible to enroll in and use the ACH Services, the Company must be approved by the Bank. The Company agrees to provide the Bank with such financial, business and operating information as the Bank may reasonably request in connection with the Bank’s approval process. The Company acknowledges that it has a copy of, or has access to a copy of, the Rules. The Company agrees to comply with and be bound by the Rules. The Company represents and warrants to Bank that Company’s actions with respect to Company’s use of the ACH Services including, without limitation, the preparation, transmittal and settlement of Entries, shall comply with the Rules and all applicable federal and state laws, rules and regulations. The Company acknowledges that Bank will charge the Company for any fines or penalties imposed by NACHA or any other organization which are incurred as a result of Company’s actions or inactions and Company agrees to fully reimburse and/or indemnify Bank for such charges or fines. It is the Company’s responsibility to deliver all credit and debit Entries to the Bank with all information necessary to complete the Company’s requested transactions in compliance with formatting and other requirements set forth in the Rules or as otherwise specified by the Bank. The Company must complete all required fields with accurate information. The Bank may reject or delay processing transactions if information and/or instructions are not complete or are inaccurate, do not comply with the terms of this Agreement or the Rules, or otherwise do not meet the criteria specified by the Bank for acceptance. The Company shall obtain authorization as required by the Rules from the person or entity whose account will be debited or credited as a result of a debit or credit Entry initiated by the Company. The Company shall retain the original or a copy of each authorization and other documentation required under the Rules for a period of not less than two (2) years after termination or revocation of such authorization or such longer period as is provided in the Rules. If Bank receives a request from a RDFI for any such authorization or documentation, Company shall promptly furnish an original or copy thereof to the Bank so that Bank can provide it to the RDFI within ten (10) banking days of the request. The Company may elect to send pre-notification that it intends to initiate an Entry or Entries to a third party account within the time limits prescribed by the Rules. Pre- notification shall be provided to the Bank in the format and on the media prescribed by the Rules, unless otherwise specified by the Bank. In the event that the Company has received notice that a pre-notification has been rejected within the prescribed period by a RDFI, the Company will not initiate any Entry of such third party’s account until the cause for rejection has been corrected and another pre-notification has been submitted and accepted by the RDFI within the time limits prescribed by the Rules. Subject to Bank’s approval, Company may elect to have Company’s ACH Entries originated on a “same- day” basis, for settlement on the same day as the Effective Entry Date (each a “Same Day Entry” and collectively “Same Day Entries”). Bank may, in its sole discretion, establish exposure limits limiting the number of Entries or dollar thresholds of Same Day Entries that Company may have outstanding at any time. Further, Bank may terminate Company’s right to originate Same Day Entries at any time. To be eligible to be treated as a Same Day Entry the Entry must: (i) have been received on a business day by the Bank’s designated cut-off time for Same Day Entries; (ii) not exceed the per transaction limits established by NACHA from time to time as set forth in the Rules; and (iii) contain an Effective Entry Date as the same business day of receipt. IAT Entries are not eligible to be Same Day Entries. Same Day Entries shall be identified based on the date entered by Company in the Effective Entry Date field. Company agrees and understands that it is Company’s responsibility to ensure the correct date is inputted into the Effective Entry Date Field. Use of the current date or any date in the past will also trigger fees for same day processing that may be higher than the fees for traditional ACH processing. Bank may utilize same-day processing for any Entry that qualifies as a Same-Day Entry even if Company did not intend the Entry to be processed using same-day processing. In such instances, Company is still responsible for all fees associated with same-day processing. Bank does not represent, warrant or otherwise guarantee that a receiving depository financial institution is able to receive or initiate Same Day Entries, or will post Same Day Entries by applicable deadlines, or will otherwise make funds available in a timely manner, and the Bank shall not be responsible for any loss resulting therefrom. PLEASE NOTE THAT ONLY COMPANIES ENROLLED IN TIER 3 OF THE LYNX SERVICES MAY ORIGINATE SAME DAY ENTRIES. Company shall transmit Entries to Bank to the locations and in compliance with the formatting and other requirements set forth in the Rules and Bank’s specifications. Company will not submit individual or total monthly Entries in excess of the maximum limits including, without limitation, dollar amounts and/or Standard Entry Class Code types, established by Bank, in its sole discretion, as may be amended from time to time. Company shall not divide a transaction into more than one Entry in order to avoid these limitations. Bank’s processing of Entries in an amount greater than the established limits shall not be deemed a waiver of this provision. Bank may cease processing Entries in a greater amount at any time without prior notice. Except as otherwise provided for herein, Bank shall (i) process Entries received from Company that conform with the file specifications set forth in the Rules; (ii) transmit such Entries as an ODFI to an ACH Operator selected by Bank in its sole discretion; and (iii) settle for such Entries as provided in the Rules. Bank shall endeavor to transmit or complete the necessary authorizations for Entries by the deadline of the ACH Operator provided: (a) such Entries are received by Bank’s applicable cutoff time on a business day; (b) for Entries, other than Same Day Entries, the Effective Entry Date is at least two (2) business days after such business day (for credit Entries) and at least one (1) business day after such business day (for debit Entries) and (c) the ACH Operator is open for business on such business day. Entries shall be deemed received by Bank when the transmission and compliance with any related Security Procedures is completed. Company acknowledges and agrees that Bank only acts as the Company’s agent for transmission of the Entries and assumes no responsibility for said Entries, except that Bank will endeavor to exercise due care in the transmission. If any of the requirements of this paragraph are not met, Bank may use reasonable efforts to transmit such Entries to the ACH Operator by the next deadline of the ACH Operator which is a business day and a day on which the ACH Operator is open for business. The Bank may from time to time establish exposure limits, including daily transaction limits for the total value of Entries that may be originated through the ACH Origination Services by or on the Company’s behalf in any 24-hour period. Any Entries exceeding this aggregate limit need not be honored, but may, at the Bank’s sole discretion, be honored. The Bank may change or cancel these limits at any time without prior notice to Company, although the Bank will endeavor to notify the Company before the Bank does so. All transactions are subject to acceptance by the Bank. The Bank has no obligation to accept any Entries and therefore may reject any Entry issued by or on behalf of the Company. The Bank will endeavor to notify the Company if the Bank deems it necessary to reject a submitted Entry. The Bank shall have no liability to the Company for rejection of any Entry. The Company agrees that it shall not initiate or transmit any Entry that violates the Rules. The Company shall have no right to cancel or amend any Entry after its receipt by the Bank. Notwithstanding the foregoing, the Bank may, at its option, act on a request by the Company for cancellation or amendment of an Entry prior to transmitting it to the ACH or crediting/debiting a Receiver’s account. Please note, however, that any request to cancel an Entry that has been submitted as part of a batch may require that the entire batch be cancelled. Company acknowledges that in the case of a Same Day Entry any request by Company to cancel the Entry must be made immediately in order for Bank to have an opportunity to effect cancellation. Despite Bank’s commercially reasonable efforts to act on such a request, cancellation of a Same Day Entry may nevertheless be impossible, and Company understands and accepts the risk of this occurrence. The Company agrees to pay any and all fees and charges as set forth in the applicable Schedule of Fees in connection with such request. The Bank shall have no liability if any such cancellation or amendment is not effected. If the Bank accepts a cancellation or amendment of an Entry, the Company hereby agrees to indemnify, defend and hold Bank harmless from and against any and all claims, losses, demands, damages, fees, charges, costs and expenses including, without limitation, attorney’s fees, incurred by the Bank as a result of its acceptance of the cancellation or amendment. This indemnification obligation shall survive termination of the Company’s relationship with the Bank. In the event any Entries are rejected or returned from the ACH Operator, the Bank shall make reasonable efforts to notify the Company no later than one (1) business day after the business day of such receipt. Except for an Entry retransmitted by the Company in accordance with the requirements provided for herein, the Bank shall have no obligation to retransmit a returned Entry if the Bank complied with the terms of this Agreement with respect to the original Entry. If the Company wants to resubmit any returned or rejected Entry, it is the Company’s responsibility to correct the Entry and resubmit it, or otherwise resolve the rejection or return in accordance with the Rules. The Bank shall have no liability to the Company due to the rejection or return of any such Entry or due to the fact that Bank may not have not timely notified the Company about the rejection or return. The Company shall retain data on file adequate to permit remaking of entries for five

Bank’s Responsibility. In the performance of the OTM Services, the Bank will be entitled to rely solely on the information, representations and warranties provided by the CompanyCompany pursuant to the Application and this Agreement, and will not be responsible for the accuracy or completeness thereof. The Bank shall have no duty or obligation to inquire as to the appropriateness, correctness or authenticity of any entry, instruction, transaction or order in connection with the OTM Services, whether or not it will result in payment to any officer, employee, or agent of the Company, or is otherwise tendered in payment of such person’s individual obligations. The Bank has no obligation to verify the availability of funds in any account at the time of any transfer request, even if honoring such a request will result in an overdraft. In the event such a request is honored, the Company shall immediately pay such overdraft and shall be responsible for payment of all applicable overdraft charges. Further, the Bank is not obligated to honor, either in whole in part, any transaction or instruction which (a) is not in accordance with any terms or conditions applicable to the relevant Specific Service, (b) the Bank has reason to believe may not be authorized by Company, (c) involves funds subject to a hold, dispute or legal process preventing their withdrawal; or (d) would violate any applicable federal or state law, rule or regulation. Notwithstanding any other provision of the Application or this Agreement, the Bank shall have no liability for any damage, loss, expense or liability of any nature that the Company may suffer or incur, except to the extent of direct losses attributable solely to the Bank’s own gross negligence or willful misconduct, and only to the extent set forth herein. In furtherance of, and without limiting the foregoing, the Bank will not otherwise be responsible for any action taken, allowed or omitted or for any liability, loss, claim or damage arising from an act of God, loss or delay occasioned in transit of data or processed work, labor disputes, material or labor shortages, accident or damage to facilities, inaccuracy of information, computer viruses, malicious code or other defects in the OTM Services, incompatibility between the OTM Services and the Company’s browser or from other causes or events beyond the control of the Bank. The time, if any, required for the Bank’s performance under this Agreement shall be automatically extended during the period of such delay or interruption. In no event shall the Bank be liable for any indirect, special, consequential or punitive loss or damage of any kind (including, without limitation lost profits) whether or not foreseeable, even if the Bank has been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, breach of contract or otherwise. This section shall survive termination of this Agreement and termination of Company’s participation in the OTM Services. SPECIFIC SERVICES