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Amore human resource: ensure that timely tax payments are being made for them, and that online enrollment in EFTPS is available at www.eftps.gov; an enrollment form may also be obtained by calling (800) 555-4477; that state tax authorities generally offer similar means to verify tax payments; and that Client may contact appropriate state offices directly for details. 14.3. Payment Services. The following additional terms and conditions apply to the Payment Services: 14.3.1. Client Credentialing. Client understands and acknowledges that the implementation and ongoing provision of Payment Services are conditioned upon Client passing (and continuing to pass) a credentialing process that ADP may deem necessary in connection with the provision of Payment Services. 14.3.2. Additional Requirements. Payment Services may be subject to the rules and standards of any applicable clearing house, payment and/or card networks or associations. Client and ADP each agree to comply with all such rules and standards applicable to it with respect to the Payment Services. 14.3.3. Funding Obligations. Client acknowledges that ADP is not a lender. As such, as a condition to receiving services, Client will remit or otherwise make available to ADP sufficient, good and available funds within the agreed -to deadline and via the agreed -to method of delivery to satisfy all of Client's third -party payment obligations covered by the Agreement. ADP will apply such funds to satisfy such third -party payment obligations. ADP will not be required to provide Payment Services if ADP has not received all funds required to satisfy Client's third -party payment obligations. Client will immediately notify ADP if it knows or should know that it will not have sufficient funds to satisfy the amounts required in connection with the Payment Services. If Client has a material adverse change in its condition, ADP may modify the funding method or deadline by which funds must be made available to ADP for payment to Payees. Client agrees to pay to ADP upon demand any amounts that have been paid by ADP to satisfy Client's third party payment obligations prior to receiving such amounts from Client. 14.3.4. Investment Proceeds; Commingling of Client Funds. IF ADP RECEIVES CLIENT'S FUNDS IN ADVANCE OF THE TIME ADP IS REQUIRED TO PAY SUCH FUNDS TO THIRD PARTIES, ALL AMOUNTS EARNED ON SUCH FUNDS, IF ANY, WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. ADP may commingle Client's funds with similar funds from other clients and with similar ADP and ADP -administered funds. ADP utilizes a funds control system that maintains general ledger entries by client and/or byjurisdiction. 14.3.5. Recovery of Funds; Stop Payment Requests. Client agrees to cooperate with ADP and any other third parties to recover funds erroneously issued or transferred to any Payee or credited to any Payee's account. If Client desires to stop payment on any check or to recall or reverse any electronic payment, Client will provide ADP with a stop payment request in the form required by ADP. Client acknowledges that ADP's placement of a stop order request is not a guarantee that such stop payment will occur. 15. Miscellaneous 15.1. Amendment. Except asset forth in the Change Control Procedures set forth in the Pricing and Financial Terms appendix, this Agreement may not be modified, supplemented or amended, except by a writing signed by the authorized representatives of ADP and Client. 15.2. Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement. may be assigned by any party without the prior written consent of the other party, such consent ;asonably withheld. However, Client may assign any or all of its rights and obligations to any RIETARY AND CONFIDENTIAL TO ADP Page