AgdaPkt 2015-08-24 Joint SA and PAF

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TM-1429 Controlled Disbursement Service Description Page 4 of 5 Revised 04-30-2014 has advised Company that if it does not use either of these Services, Bank will be unable to prevent losses from counterfeit and certain other types of fraudulent checks and Company will be treated as having assumed the risk of those losses. 11. Company’s Enquiries and Instructions Regarding Disbursement Account. Company will direct all enquiries and instructions (including by way of example and not by way of limitation stop payment orders) to Bank. In no event will any such enquiries or instructions be directed to Disbursing Bank. 12. Liability and Indemnification. In addition to the liability and indemnification provisions in the Master Agreement, neither Bank nor any Disbursing Bank will be liable for any claim, demands, judgments or expenses (“Losses”) paid, suffered or incurred by Company, and Company will indemnify Bank and each Disbursing Bank from and hold each of them harmless against any Losses paid, suffered or incurred by them, arising directly or indirectly as a result of or in connection with: (a) Company’s performance or failure to perform its obligations in accordance with this Service Description; (b) Bank’s or any Disbursing Bank’s acting on any information furnished by or on behalf of Company in any Service Documentation or otherwise; (c) Bank’s or any Disbursing Bank’s return of any Check unpaid because Company has not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment; (d) Bank’s or Disbursing Bank’s dishonor and return of any Debit unpaid if Company issues the Debit before Bank notifies Company the Disbursement Account on which it was drawn is operational; (e) Bank’s or any Disbursing Bank’s nonpayment of a Debit, unless such nonpayment results directly and proximately from, respectively, Bank’s or Disbursing Bank’s gross negligence or willful misconduct; (f) Bank or Disbursing Bank’s late return of any Debit as a result of, and any presentment- related problem resulting from, the failure of any Debit which has not been tested and approved by Bank or Disbursing Bank to conform in any respect to Bank’s or Disbursing Bank’s check specifications including without limitation failure to include Bank’s or Disbursing Bank’s full name and address and Bank’s full name on any check or payable through draft, (g) Except as otherwise provided under Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through Draft, Share Draft or Payable-If-Desired Service Descriptions, if Bank provides Company with one or more of those services, Bank’s payment of any check or payable-through draft which is unauthorized or contains a forged, unauthorized, incorrect or illegible endorsement, a forged or unauthorized signature, an alteration of amount or payee, or any other error, discrepancy or deficiency; or (h) Bank’s exercise of its rights, or Bank’s performance of its obligations, in accordance with this Service Description or Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through, Share Draft, or Payable-If-Desired Service Descriptions, 6.1.D. - Page 96