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14. Company Representations And Agreements; Indemnity With respect to each and every Entry initiated by Company, Company represents and warrants to Financial Institution and agrees that(a) each person shown as the Receiver or and Entry received by Financial Institution from Company has authorized the initiation of such Entry (sample forms available on Schedule D) and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting/debiting by Financial Institution as provided herein, (c) Entries transmitted to Financial Institution by Company are limited to those types of Credit or Debit Entries set forth in Section 2, Transmittal of Entries By Company, (d) Company shall perform its obligations under this Agreement in accordance with all applicable laws and regulations. including the sanctions laws administered by the Office of Foreign Asset Control (OFAC), and (e) Company shall be bound by and comply with the Rules as in effect from time to time. including, without limitation, the provision for making payment of an Entry by the Receiving Depository Financial Institution to the receiver provisional until receipt by the `Receiving Depository Financial Institution of final settlement for such Entry. Company specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify Financial Institution against any loss, liability or expense (including attorneys' fees and expenses)resulting from or arising out of any breach of any of the foregoing representations or agreements. 15. Financial Institution Responsibilities; Liability; Limitations On Liability; Indemnity. In the performance of the services required by this Agreement, Financial. Institution shall be entitled to rely solely on the information, representations, and warranties provided by Company pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. Financial Institution shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its negligence or willful misconduct in performing those services. Financial Institution shall not be responsible for Company's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any Entry received form Company) or those of any other person, including without limitation any Federal Reserve Financial Institution, Automated Clearing House or transmission or communications facility, any Receiver or Receiving Depository Financial Institution(including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed Financial Institution's agent. Company agrees to indemnify Financial Institution against any loss, liability or expense (including attorney's fees and expenses)resulting from or arising out of any claim of any person that-the Financial Institution is responsible for any act or omission of Company or any other person described in-this Section 15(a). Page 6of12