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WireXchange^® Services – Additional Terms

1. Services.

(a) Description of Services. ���������� will process on behalf of Client all outbound and inbound wires, including a report on such wires’ status (the “WireXchange Services”), using certain services provided by the Federal Reserve Bank (“FRB”), such as Fedwire Funds services and FedLine Direct services. Client may access and use the WireXchange Services via a browser-based solution (“WireXchange”) that communicates with Client’s account processing system, where applicable, and the FRB. ���������� will provide all available information regarding the status or rejection of Client’s wire transactions (and related requests) through status reports delivered via WireXchange, including acknowledgements from the Fedwire Funds service after each collection of Client wire files. ���������� will use commercially reasonable efforts to notify Client of any failures to deliver or make any transmission or transaction. The WireXchange Services include access to certain multi-factor authentication equipment (“MFA Equipment”) and multi-factor authentication services, in each case to the extent selected and paid for by Client. In addition, in connection with the WireXchange Services, ���������� will notify Client of Office of Foreign Assets Control (“OFAC”) matches and maintain a current OFAC file and compare all wire transactions against this file; provided that ���������� will process these transactions based only on specific Client instructions. ���������� will also maintain an ABA routing number file for receiving institutions and store template instructions for recurring wire activity. ���������� will also brand the Client’s WireXchange website with Client’s logo, which Client authorizes and licenses ���������� to use for this purpose.

(b) Implementation and Related Services. ���������� will provide standard implementation services for the WireXchange Services, consisting of: (i) Fedwire Funds service connectivity via FedLine Direct; (ii) WireXchange website availability via the public internet, and (iii) those implementation services, if any, further described in any applicable agreement between the parties. ���������� will also provide certain base training-related services in accordance with mutually agreed to statements of work. Additional services are available at the prices set forth in the Agreement or applicable fee exhibit and will be provided in accordance with a mutually agreed to schedule.

2. Client Obligations and Responsibilities.

(a) Client will establish and manage its FRB master account with respect to both its intraday and overnight positions.

(b) Client will access and review the wire transaction activity status reports via WireXchange.

(c) Client shall be solely responsible for: (i) all of Client’s customer communications; and (ii) all Client and customer security/profile procedures and set-up, including but not limited to security features applicable to Client’s use of MFA Equipment.

(d) Client, through its agents, employees, officers or directors, will submit to ���������� full, accurate and complete wire request instructions through the WireXchange website for each transfer requested and will verify and release such instructions.

(e) Client will: (1) execute any required agreements or other documents with the FRB, including without limitation a security procedures agreement; and (2) establish, maintain and execute all required FRB security procedures as further described in the FRB rules, including with regard to “off-line security procedures.”

(f) Client will resolve any overdraft incurred with the FRB. Such overdraft is a binding obligation of the Client to the FRB, and Client shall remain responsible for any such overdraft.

(g) Client is responsible for all Client input or changes to Client setup (e.g., transaction codes) that result in out of balance conditions or discrepancies arising from Client’s use of WireXchange Services.

(h) Client will provide and grants ���������� a license to Client’s logo to be used in branding the WireXchange website.

(i) Clientwill provide required notices applicable to its customers in connection with its receipt of WireXchange Services and Client will provide its customers with any applicable privacy disclosures and/or obtained any necessary consents.

3. Performance.

(a) Hours of Operation.

(i) Client shall only be able to transfer funds using the WireXchange Services on those days the FRB is open, within the hours specified below (US Central Time Zone):

Hours	Time Period
WireXchange Standard Operating Hours	7:00am – 7:00pm
Fedwire Outgoing Wire Processing Hours	��
Fedwire Foreign Payment Orders	6:00am – 3:45pm
Fedwire Settlement Payment Order	6:00am – 5:25pm
Other Fedwire / Non-Settlement Payment Orders	6:00am – 4:55pm
Fedwire Incoming Wire Processing Hours	6:00am – 5:30pm

(ii) The hours specified above shall automatically adjust should the FRB change any of its deadlines. If a wire transaction request is not received on a funds-transfer business day or is not released on a funds-transfer business day prior to the cut-off times specified above, ���������� will not process the wire transaction request until the next funds-transfer business day.

(b) End User Technical Support. Client will be responsible for all end user technical support; provided, however, that ���������� will provide "second level" technical support to Client's designated user support representatives, meaning ���������� will accept an initial technical support inquiry from Client and initiate a troubleshooting process. Such support will be available during the standard hours of operation described above. For purposes of this section, ����������'s sole obligation is to provide timely response to Client for requests for end user technical support.

4. Additional Terms and Conditions.

(a) Client shall have no right or ability to cancel or amend a wire transfer after release to the FRB.

(b) All professional services provided will be for a mutually agreed upon scope and duration based on estimates conducted by ����������.

(c) In addition to all other warranties set forth in the Agreement, Client represents and warrants that: (i) neither it nor its authorized users will use the WireXchange Services for any illegal purpose including without limitation wrongful transmission of copyrighted material, sending of threatening or obscene materials or misappropriation or exportation of trade or national secrets; and (ii) Client and its authorized users shall comply with all applicable laws, rules, and regulations in connection with Client’s receipt of the WireXchange Services.

(d) The use of MFA Equipment is required by ����������. If Client purchases MFA Equipment, Client expressly acknowledges it is exclusively responsible for the operation, supervision, management and control of the MFA Equipment, including without limitation providing adequate training for its personnel, instituting appropriate security procedures, and implementing reasonable procedures to examine and verify all output before use. Client will use the MFA Equipment for the sole purpose of providing multi-factor authentication to Client’s authorized users in connection with its own internal business purposes, and shall assign authorized users access rights and use the MFA Equipment and components thereof in accordance with any documentation provided by ���������� or the MFA Equipment supplier. Neither ���������� nor the MFA Equipment supplier shall have responsibility or liability for Client’s selection, use, operation, support and maintenance of the MFA Equipment or any associated equipment. Client expressly understands and agrees that warranties regarding patents, materials, workmanship or use of the MFA Equipment and any materials relating thereto (the “MFA Manufacturer’s Warranty”), if any, are made exclusively by the MFA Equipment manufacturer (“Manufacturer”) and not by ����������. ����������’s sole liability under the MFA Manufacturer’s Warranty shall be to obtain any title or authorization necessary to transfer such title to Client, and Client’s exclusive remedy under the MFA Manufacturer’s Warranty shall lie exclusively against and be obtainable only from the Manufacturer, and Client expressly agrees that it shall have no claim of cause of action against ���������� if the Manufacturer is for any reason unwilling or unable to perform under the terms of the MFA Manufacturer’s Warranty. Notwithstanding anything to the contrary in the Agreement, no action, regardless of form, arising out of the MFA Equipment purchased may be brought against ���������� more than 1 year after the cause of action has accrued. ���������� also reserves the right to substitute the MFA Equipment with equipment of equivalent or superior functionality and performance upon notice to Client.

(e) ���������� shall have no liability to Client or to third parties, including Client’s authorized users or other customers, by reason of any delay or failure to transfer any amount, including because of any rules, regulations, or policies of the FRB. ���������� shall have no obligation to correct, cancel or amend a wire transfer after the FRB has received it.

(f) For the purpose of branding the Client’s WireXchange website, Client hereby grants to ���������� and its Affiliates a non-exclusive, worldwide, royalty-free right and license to copy and use Client’s logo and trademarks (as provided by Client). Client shall indemnify, defend, and hold harmless ����������, its officers, directors, employees, and affiliates against any third party claim or action alleging infringement of a copyright, trademark or other proprietary right of such third party to the extent such claim or action arises out of or in connection with the use of Client’s logo or trademarks (the foregoing is a “Logo Infringement Claim”). Client shall pay all damages and costs, including reasonable attorney fees, incurred by ���������� or its Affiliates in connection with a Logo Infringement Claim.