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EFTA01448721

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G. Certain Representations and Warranties; Indemnity With respect to each and every ACH Instruction, you represent and warrant to the Bank and agree that: (a) each person shown as the Receiver on an ACH Instruction received by Bank from you has authorized the initiation of such ACH Instruction and the crediting or debiting of its account in the amount and on the effective entry date shown on such ACH Instruction, (b) such authorization is operative at the time of transmittal, crediting and/or debiting by the Bank as provided herein (c) you shall perform your obligations under this Agreement, including this Section 24 in accordance with all applicable laws and regulations, including, without limitation, the sanctions laws administered by the Office of Foreign Assets Control and (d) you shall be bound by and comply with all rules of the applicable clearinghouse, as in effect from time to time, including but not limited to the provision making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. You specifically acknowledge that you have received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and that you shall not be deemed to have paid the Receiver the amount of the corresponding Entry. Consistent with Section 21 above, you agree to indemnify, defend and hold the Bank, other members of the Deutsche Bank Group, their Service Providers and their respective officers, directors, employees and agents, harmless from and against any loss, liability, damage, cost or expense (including attorneys' fees and expenses), suit or other action or proceeding, or claim resulting from or arising out of any breach by you of this Section 24, or the Bank's having executed any ACH Instructions or otherwise having performed any of its obligations hereunder, except to

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