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Account Processing Services (Precision) – Additional Terms

1. Services.

(a) Description of Services. 51�Թ������ճԹ� will provide to Client the account processing services described in the Fee Exhibit (the “Account Processing Services”).

(b) Professional Services. 51�Թ������ճԹ� will provide mutually agreed upon implementation, training, consulting or other such professional services (“Professional Services”) in accordance with the following:

(i) Projects. Any Professional Services will be scoped and quoted upon request, subject to 51�Թ������ճԹ�’s resource availability. Any such agreed upon Professional Services project will be documented in an appropriate SOW (as defined below) for such Professional Services.

(ii) Project Plans; SOWs. For each Professional Services project, 51�Թ������ճԹ� will develop a project plan with Client to perform and complete Professional Services projects. Each such plan shall contain tasks, some of which are to be performed by 51�Թ������ճԹ� and some by Client. Modifications and changes to this plan shall be made only by written agreement of the parties. Upon 51�Թ������ճԹ�’s request, Client also agrees to execute an appropriate Statement of Work or similar such document agreed upon by the parties for a given Professional Services project (“SOW”). Any such SOW will be governed by these additional terms and the Agreement and will be incorporated herein by reference accordingly. Any modifications to any SOW will be handled by 51�Թ������ճԹ�’s then-current formal change control process.

(iii) Client Responsibilities. Client will provide all necessary cooperation, information, access and assistance in connection with the Professional Services to facilitate the applicable project, including without limitation promptly deploying or completing any tools, input forms, scripts or other such materials 51�Թ������ճԹ� provides to Client as are necessary for 51�Թ������ճԹ� to properly perform and provide the Professional Services (collectively, “Tools”). If Client is unable to provide access to required facilities or personnel or is unable to timely meet its tasks, 51�Թ������ճԹ� will endeavor to reschedule its tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work. In this event, Client will not be charged for the time personnel were reassigned to other clients. Otherwise, all such non-productive time is chargeable to Client.

(c) Client Obligations and Responsibilities. Client will comply with the following obligations in connection with its use of the Account Processing Services:

(i) If applicable, in order to permit 51�Թ������ճԹ� to reconstruct client files, Client agrees to retain at all times and make available to 51�Թ������ճԹ� upon request the most recent data transmissions (e.g., complete data files or printout(s)) received from 51�Թ������ճԹ�, together with copies or other accurate and retrievable records of all transactions to be reflected on the next consecutive printout(s).

(ii) Client will periodically monitor its closed accounts and take all reasonable steps in order to ensure that closed accounts are deleted from Client’s systems as appropriate.

2. Billing.

Fees for the Account Processing Services will be billed monthly based on total Client accounts (open and closed) for the invoiced month. For accounts added as a result of merger or acquisition activity of or by Client, fees for such additional accounts will be charged as of the month of such merger or acquisition activity. At any time, if the number of Client’s closed accounts exceeds the number of open accounts, additional fees will be assessed for the excess closed accounts.

3. Operations and Support.

(a) Hours of Operation. Subject to the Service Level Exhibit, if applicable, the Account Processing Services will be available to Client during the following hours:

Business Banking Days 7:00 a.m. – 7:00 p.m. Central Time

Banking Saturdays 7:00 a.m. – 4:00 p.m. Central Time

For purposes of this subsection, “Business Banking Days” are those Mondays through Fridays on which national or state banks are required to be open for business in Client’s location of business. “Banking Saturdays” are those Saturdays on which national or state banks are traditionally open for business in Client’s location of business.

(b) Technical Support. Client will be responsible for all end user technical support; provided, however, that 51�Թ������ճԹ� will provide second level technical customer support to Client’s designated user support representatives, meaning 51�Թ������ճԹ� will accept an initial technical support inquiry from Client and initiate the troubleshooting process. 51�Թ������ճԹ� shall use commercially reasonable efforts to determine the source of technical support issues and then attempt to remedy the issue. In no event is 51�Թ������ճԹ� obligated to contact Client’s customers to provide support for the Account Processing Services.

(c) Client Inquiries. All Client inquiries (“Inquiry”) submitted via a 51�Թ������ճԹ�-provided client-facing portal will receive an automated confirmation upon 51�Թ������ճԹ�’s receipt of the Inquiry. 51�Թ������ճԹ�’s target for responding to an Inquiry via a call to the Client Services support (toll free 800) number is to answer 90% of all such calls within 90 seconds, during normal business hours. If Client leaves a voicemail Inquiry, that Inquiry will be acknowledged by 51�Թ������ճԹ� within 2 hours during normal business hours or promptly on the following business day for voicemails received after normal business hours. 51�Թ������ճԹ�’s target is to resolve 75% of inquiries within 24 hours, and otherwise to develop a plan for resolution of the Inquiry within 24 hours, unless another mutually agreeable time is accepted by 51�Թ������ճԹ� and Client.

4. Third Party Interfaces. If Client retains a third party to provide Client with services or products (“Third Party Provider”) and desires for such Third Party Provider to have access to the 51�Թ������ճԹ�’s systems for purposes of delivering such Third Party Provider’s products and/or services (“Third Party Services”) to Client, Client may request 51�Թ������ճԹ� to make available to Client and/or such Third Party Provider access to certain interfaces or extract files as may be identified in the Fee Exhibit and/or access to additional interfaces or extract files as agreed to by the parties in writing in the future (collectively, “Third Party Interfaces”). Upon such request by Client, 51�Թ������ճԹ� agrees to work with Client to determine whether 51�Թ������ճԹ�, Client, and the Third Party Provider can develop and support such Third Party Interfaces. Access to any Third Party Interface and any development or support thereof by 51�Թ������ճԹ� or by the Third Party Provider is subject to and conditioned upon: (i) 51�Թ������ճԹ� and the Third Party Provider entering into and maintaining in full force and effect a nondisclosure or similar agreement reasonably acceptable to 51�Թ������ճԹ�, which may, among other things, include fees to be paid by the Third Party Provider to 51�Թ������ճԹ�; and (ii) certain terms and conditions (including applicable fees) as between Client and 51�Թ������ճԹ� which are either included in the Agreement or will be later added via amendment. Any development of a Third Party Interface by 51�Թ������ճԹ� is subject to 51�Թ������ճԹ�’s resource availability. Client agrees that 51�Թ������ճԹ� may provide any Client Information to any Third Party Provider which uses or accesses a Third Party Interface for or on behalf of Client. Notwithstanding anything in the Agreement to the contrary, Third Party Interfaces and all access thereto are provided “as is,” and 51�Թ������ճԹ� shall not be liable for any damages, whether direct, indirect, incidental, or consequential, arising from the use of or access to any Third Party Interface(s) by Client or by any Third Party Provider.