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Commercial Lending Services – Additional Terms

1. SERVICES.

(a) Commercial Lending Services. Client agrees to purchase the commercial lending origination and portfolio management services identified in the Agreement (“Commercial Lending Services”). Client acknowledges and agrees that the Commercial Lending Services are provided by Baker Hill Solutions (or its successor) as the Service Provider (as defined below) and such services are subject to the Service Provider’s terms set forth below. Client acknowledges and agrees that the Commercial Lending Services are for use with 51�Թ������ճԹ� core account processing systems only and interfaces with third party account processing systems will not be provided. Commercial Lending Services functionality and processes will vary depending on the 51�Թ������ճԹ� account processing system used by Client. As used hereunder, “Conversion Date” means the first date on which the Commercial Lending Services are operational and made available for Client’s use.

(i) 51�Թ������ճԹ� and Service Provider will assist Client in the creation of a file extract within Client’s reporting system to provide an extract with fields and used to create reports from its 51�Թ������ճԹ� core account processing system. Files extracts will be a format acceptable by the Service Provider for import into the Commercial Lending Services system. The extract will be set up to execute each business day and automatically transfer to Service Provider once created, such transfer may be through 51�Թ������ճԹ�’s MoveIt solution (or another solution as designated by 51�Թ������ճԹ�).

(ii) Client may authorize the number of its employees identified in the Agreement to access and use or receive training for the Commercial Lending Services (each a “User”) by providing each User with a user identification and password. Client shall be responsible for the maintenance and updating of rights and authorizations for each User. User rights are not concurrent and user identifications may not be used for more than one User; however, for Client User’s that terminate employment or role, the User identification may be reassigned to a replacement User.

(b) Implementation; Training; Professional Services. Implementation services are as set forth in the Agreement and are provided by the Service Provider.

(c) Technical Support. Technical support provided by the Service Provider is available Monday through Friday, 8:30 am to 8:30 pm, Eastern Time, excluding Service Provider’s observed holidays. Client is responsible for first level technical support to its end users and Service Provider will provide second level technical support to Client's designated support representatives.

(d) Supported Browsers. 51�Թ������ճԹ� will use commercially reasonable efforts to support the most commonly used browsers in the United States as determined by 51�Թ������ճԹ�’s research. Notwithstanding the previous sentence, 51�Թ������ճԹ� will only support the use of those browsers that undergo 51�Թ������ճԹ�’s quality assurance testing services (each, a “Supported Browser”). If a new version or release of a Supported Browser is Backward Compatible, 51�Թ������ճԹ� will remedy issues arising from accessing the Services through the new version or release of such Supported Browser. If the new version or release of a Supported Browser is not Backward Compatible, the browser will cease to be a Supported Browser, and 51�Թ������ճԹ� will need to perform additional quality assurance and development services on a Time and Materials basis to reestablish such browser as a Supported Browser. “Backward Compatible,” as used herein, means the software continues to provideall the functionality andapplication programming interfaces (APIs) provided by the previous release(s) or version(s) of the software, enabling applications that workedwith the previous release or version to continue working, without modification, with the new release or version.

(e) If 51�Թ������ճԹ�’s or Service Provider’s performance of Commercial Lending Services relies upon provision of services or information from third parties, such as applicable credit reporting agencies, credit scoring service providers, consumer reporting agencies, and/or credit bureaus, Client acknowledges that the delivery of Service may be delayed due to delays or unavailability of such third party inputs.

2. ADDITIONAL TERMS.

(a) Maximum Term. If the Agreement has an initial term that is longer than 8 years, the initial term for Commercial Lending Services shall be no more than 8 years following the Conversion Date.

(b) Threatening Condition. If 51�Թ������ճԹ� reasonably believes that a Commercial Lending Service or any of Client’s employees, customers or potential customers’ using the Commercial Lending Services violates any applicable laws, rules, regulations or industry standards, or otherwise pose a threat to 51�Թ������ճԹ�’s equipment, processes, intellectual property or reputation, or any 51�Թ������ճԹ� System (“Threatening Condition”), 51�Թ������ճԹ� will provide Client with notice of the Threatening Condition and both parties will use reasonable efforts to cure or cause the correction of the Threatening Condition. If, in the reasonable and good faith determination of 51�Թ������ճԹ�, the Threatening Condition poses an imminent or actual threat (including without limitation regulatory investigation, inquiry or penalty), 51�Թ������ճԹ� may suspend any and all use of the applicable Commercial Lending Service until such Threatening Condition is cured, provided that 51�Թ������ճԹ� notifies Client in writing in advance of such suspension or as soon as commercially practicable thereafter.

(c) Span of Control. Client acknowledges that the Commercial Lending Services involve the use of non-confidential Internet, telephone and wireless telecommunication networks to potentially transmit and/or receive information from Client’s customers and potential customers. Client acknowledges that 51�Թ������ճԹ�’s performance of the Commercial Lending Services is dependent on the facilities, networks, security and connectivity of third-party telecommunications and network service providers, governmental entities and other third parties (collectively, the “Third Party Factors”). Client acknowledges that the performance of the Commercial Lending Services will be affected by such Third Party Factors and that Third Party Factors are outside 51�Թ������ճԹ�’s Span of Control. 51�Թ������ճԹ�’s “Span of Control” means those networks, systems and software that are used in the provision of the Commercial Lending Services that are under the direct control of 51�Թ������ճԹ� (excluding Third Party Factors). 51�Թ������ճԹ� will have no liability for any reduction, interruption, impairment, termination or suspension of the Commercial Lending Services to the extent caused by factors outside 51�Թ������ճԹ�’s span of control.

(d) 51�Թ������ճԹ� Third Party Service Providers. 51�Թ������ճԹ� uses third party service providers (“Service Providers”) for certain Services, including as identified in these terms. Client grants 51�Թ������ճԹ� permission to pass data to Service Providers in order to deliver the Services and will obtain any necessary end user consent for 51�Թ������ճԹ� and the Service Providers to perform the Commercial Lending Services. 51�Թ������ճԹ� shall provide Client with no less than 90 days’ notice if 51�Թ������ճԹ� changes Service Providers in a manner that necessitates material changes to Client’s implementation. 51�Թ������ճԹ� may terminate the applicable Services, or applicable portions thereof, upon notice to Client if 51�Թ������ճԹ�’s agreements with the applicable Service Provider(s) terminate. Prior to such termination, 51�Թ������ճԹ� will use commercially reasonable efforts to replace such third party Service Provider(s). Depending on the third party services, Client may be required to enter into separate agreements with such third party Service Providers. Client shall abide by any Service Provider terms below.

(e) Templates/Forms. Any sample notices or disclosure documents generated by 51�Թ������ճԹ� or its Service Providers and any accompanying guidance therewith (“Forms”) are provided for demonstration purposes only and were not drafted for any specific organization or customized for Client. Client is responsible for reviewing and bearing all risk for use of the Forms and modifying the content of such Forms to meet its needs and regulatory requirements. Forms are provided “AS IS” and 51�Թ������ճԹ� and Services Providers expressly disclaim all warranties, express or implied, in connection with the Forms. Client shall be responsible for all charges and fees incurred for customized forms, supplies and delivery charges.

(f) Client Obligations and Responsibilities.

(i) Client will provide and make available to 51�Թ������ճԹ� appropriate management and technical personnel of Client who will work with 51�Թ������ճԹ� and will perform, on a timely basis, the activities referenced herein, including designation of a Client employee to act as Client’s primary contact for Commercial Lending Services (and have sufficient authority) for communicating with 51�Թ������ճԹ� and for providing all service requests and/or acquired approvals with respect to the Commercial Lending Services. Client and such personnel will timely respond to requests for approvals, information and instructions necessary to perform the Commercial Lending Services. Furthermore, Client will facilitate timely cooperation between any necessary third parties in order for 51�Թ������ճԹ� to provide the Commercial Lending Services.

(ii) Client will provide to 51�Թ������ճԹ� any content and branding it intends for 51�Թ������ճԹ� to use in connection with the Commercial Lending Services. Client acknowledges that 51�Թ������ճԹ� will not monitor, review or approve any such Client content or materials, including without limitation grammar, spelling, copyrighted information and claims regarding services and products. Client shall review the web site and promptly inform 51�Թ������ճԹ� if there are any errors or inaccuracies in the web site. Client hereby grants to 51�Թ������ճԹ� a non-exclusive, non-assignable right to use Client’s trademarks, trade names, service marks, service names (collectively, “Trademarks”), and other content provided in connection with 51�Թ������ճԹ�’s provision of Commercial Lending Services. Client will indemnify and hold harmless 51�Թ������ճԹ�, its officers, directors, employees, designated supplier, and affiliates against any claims or actions arising out of 51�Թ������ճԹ�’s use of Trademarks and/or Client provided content.

(iii) Client will use, and will instruct its customers to use, the Commercial Lending Services in accordance with such rules established by 51�Թ������ճԹ�, as may be updated from time to time. Client will be responsible for the supervision, management and control of its use of Commercial Lending Services, including without limitation, implementing sufficient procedures to satisfy its requirements for the security and accuracy of data.

(iv) Client shall be solely responsible for: (a) registering and maintaining its Internet site(s) used in connection with the Commercial Lending Services, including without limitation registering and maintaining all Internet addresses relating thereto and (b) providing reasonable security for such Internet site(s) and users of such Internet site(s). Client shall have sole editorial control over its Internet sites, and Client shall be responsible for providing access through its Internet sites to the Commercial Lending Services.

(v) Client and Customers shall at all times comply with all applicable laws, rules and regulations in connection with its receipt of and offering to its customers or potential customers the Commercial Lending Services. Clientacknowledges that it has certain notice requirements to its customers in connection with its use and provision to such customers of the Commercial Lending Services. Client acknowledges and agrees that it is responsible for ensuring itscustomers are provided with any applicable privacy disclosures prior to suchcustomers’ enrollment and use of the Commercial Lending Services.

(vi) Client is solely responsible for establishing and maintaining an internal authentication program regarding its accounts, including without limitation the establishment and funding of accounts through the Commercial Lending Services that meets all obligations required by applicable law, rule or regulation, as well as Client’s internal business requirements and standards.

(vii) Client is, and shall remain, solely and exclusively responsible for any and all financial transaction risks associated with its accounts and customers, including without limitation insufficient funds, fraudulent transactions and transitions resulting from improper input data associated with the Commercial Lending Services.

(viii) Client shall execute separate agreements with third party vendors as directed by 51�Թ������ճԹ� when needed for Commercial Lending Services including, but not limited to, any credit bureaus and identity verification services. Client shall also obtain appropriate licensing for us of any fillable PDF loan forms provided to 51�Թ������ճԹ� for use with the Commercial Lending Services. Client shall pay 51�Թ������ճԹ� any such charges from these third parties as billed by 51�Թ������ճԹ�. Management of all functions and services with the third party vendors are the responsibility of Client. Client is responsible for contacting the third party vendors in the event of technical issues. If 51�Թ������ճԹ� resources are required for consultation or to resolve issues caused by the third party vendors, and those issues are determined not to have been caused by 51�Թ������ճԹ�, Client shall pay 51�Թ������ճԹ� actual hours incurred at 51�Թ������ճԹ�’s then current fees for such services. If 51�Թ������ճԹ�’s performance of Commercial Lending Services relies upon provision of services or information from such third party vendors, Client acknowledges that the delivery of Service may be delayed due to delays or unavailability of such third party inputs.

(ix) Client shall be solely responsible for providing all requested information, instructions and guidance necessary to perform the Commercial Lending Services contemplated hereunder. Client hereby authorized 51�Թ������ճԹ� to rely upon and act in accordance with all such instructions as provided (by Client or persons having actual or apparent authority to provide such information, instructions or guidance), and Client assumes all risk for the consequences of any such instructions Client gives (or fails to give) and 51�Թ������ճԹ�’s reliance thereon. 51�Թ������ճԹ� shall have no obligation to check for any errors or omissions in any such instructions and/or to correct, cancel or amend any action pursuant to any Commercial Lending Service(s) provided once 51�Թ������ճԹ� has received instructions to complete such action.

3. Commercial Lending Service Provider Terms. The third party tools provided with the Commercial Lending Services (“Baker Hill Provided Tools”) are provided by Service Provider subject to Service Provider’s rights and license with the applicable supplier of the Baker Hill Provided Tools (“Baker Hill Third Party Suppliers”). Client shall only use the Baker Hill Provided Tools in conjunction with the Commercial Lending Services for its own lawful and legitimate internal business purposes and in compliance with applicable laws, rules, and regulations. With respect to Baker Hill Provided Tools, Client hereby agrees (i) that its selection and use of any Baker Hill Provided Tools is optional; (ii) that there may be risks associated with the use of such Baker Hill Provided Tools, (iii) that neither 51�Թ������ճԹ� nor Service Provider shall have any liability if (A) the Baker Hill Third Party Supplier for any Baker Hill Provided Tool terminates Client’s right to use or access such Baker Hill Provided Tool or 51�Թ������ճԹ�’s ability to provide such Baker Hill Provided Tool to Client, or (B) there is any failure to satisfactorily patch or remedy a security vulnerability in an interface provided by a Baker Hill Third Party Supplier or a Baker Hill Provided Tool and such vulnerability requires prompt termination or suspension of a related interface to prevent or mitigate risk related to data loss, disruptions in transmission of the Commercial Lending Services, or unauthorized access to or misuse of the Commercial Lending Services, the systems supporting the Commercial Lending Services, or any data stored or transmitted thereto; (iii) that, unless otherwise specified in applicable third party terms, the Baker Hill Provided Tools are provided “AS IS” and 51�Թ������ճԹ� and Service Provider make no representations or warranties regarding, have no duty or responsibility for, and shall not be responsible for the correction of any error or nonconformance of or caused by any such Baker Hill Provided Tools. NEITHER FISERV NOR SERVICE PROVIDER MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT WITH RESPECT TO THE BAKER HILL PROVIDED TOOLS AND EACH DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, USAGE OF TRADE, OR FITNESS FOR PARTICULAR PURPOSE, RELATING TO THE BAKER HILL PROVIDED TOOLS USED IN CONNECTION WITH THE COMMERCIAL LENDING SERVICES. Client hereby agrees to comply with all terms and conditions for the Baker Hill Provided Tools as mandated by the Baker Hill Third Party Suppliers, which include, but are not limited to the following:

(a) AutoTag. Client hereby agrees, and shall ensure each of Client’s end users agree, to the terms of the clickwrap agreement for the AutoTag license that is made available by Service Provider prior to downloading and/or accessing the AutoTag solution. Acceptance of and compliance with such terms is a condition precedent to accessing and/or using the AutoTag application in connection with the Commercial Lending Services and, such terms are an agreement between Windward Studios, Inc. (or its successor) and Client, or Windward Studies, Inc. (or its successor) and Client’s end user, as applicable. A copy of such agreement will be made available by Service Provider upon request for Client’s records.

(b) Business Objects Software. “Business Objects Software” means Crystal Enterprise Professional and proprietary report format types (.rpt or .car), which Client may access using the Commercial Lending Services. Business Objects Software is the proprietary product of Business Objects Software Limited t/a SAP Solutions (“SAP”) (or its successor). Client’s access to and use of the Business Objects Software is subject to the additional terms as follows:

(i) Client is granted a personal, nonexclusive and limited license to use the Business Object Software in object code form only, including any updates, additional modules, or additional software provided by SAP in connection therewith, solely for Client’s own internal use and solely in accordance with the terms and conditions of the Agreement, these terms of use, Business Objects Software Limited’s applicable terms (including, without limitation, its Software Use Rights) and solely for use in connection with the Commercial Lending Services. The restrictions set forth in this Section 1(b) (the “SAP Terms”): (1) are made expressly for the benefit of SAP and its suppliers as third-party beneficiaries to the SAP Terms, and (2) are enforceable by 51�Թ������ճԹ�, Service Provider and SAP. Accessing data that is not created or used by the Commercial Lending Services violates these SAP Terms.

(ii) The Business Objects Software (including any copies thereof, in whatever format) is owned by SAP or its suppliers and is protected by U.S. copyright, patent laws, and international treaty provisions. The Business Objects Software is licensed, not sold, to Client and Client acknowledges it is not an owner of any copy thereof. Client may not copy the Business Objects Software, except as permitted by these terms of use or as authorized by applicable law. Client may not copy the written materials accompanying the Business Objects Software. Client shall treat the Business Objects Software and related documentation as Confidential Information pursuant to the terms of the Agreement. All rights not explicitly granted in these SAP Terms to the Business Objects Software are expressly reserved for SAP.

(iii) Client shall not distribute the Business Objects Software to any third party or use the Business Objects Software on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties. Client shall not use the Business Objects Software to create for distribution a product that is generally competitive of SAP’s product offerings or a product that converts the .RPT format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of SAP. Client may transfer the Business Objects Software and accompanying written materials on a permanent basis in conjunction with a permitted assignment of the Agreement, provided original Client retains no copies or access credentials to the Business Objects Software and the assignee agrees to the terms of the Agreement and these terms of use. If the Business Objects Software is an update, any assignment must include the update and all prior versions. Client shall not modify or translate the Business Objects Software. Client shall not adapt, reverse engineer, decompile, arrange or otherwise rework, make derivative works of, or disassemble the Business Objects Software or the .RPT file format, except to the extent expressly authorized by applicable law notwithstanding this limitation, and any unauthorized works developed by Client in contravention of this paragraph and any intellectual property rights embodied therein shall be the sole and exclusive property of SAP or its respective affiliates, and Client hereby assigns all rights in them (including moral rights) to SAP or its designated affiliates. Client shall allow SAP or Service Provider to perform audits with regards to Client’s usage of the Business Objects Software at Client’s site.

(iv) These SAP Terms, and Client’s authorization to access and use the Business Objects Software, shall automatically and immediately terminate upon Client’s failure to comply with any term or condition of the SAP Terms or when the Agreement or Schedule terminates. Upon termination, Client shall immediately cease all access to and use of the Business Objects Software and promptly destroy any Business Objects Software and documentation received in connection therewith, together with all copies, modifications and merged portions of the Business Objects Software and documentation, in any form.

(v) The Business Objects Software is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used at FAR 12.212. Consistent with FAR 12.212 and DoD FAR Suppl. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause into which this license may be incorporated, the end user, whether that be commercial or U.S. Government, will acquire the Business Objects Software and related documentation with only those rights set forth in this Section 1(b). Use of either (1) the Business Objects Software and any of its new releases and/or updates (if applicable), or (2) documentation related to the Business Objects Software, or both, constitutes agreement by the end user (either commercial or Government) that the Business Objects Software and any related documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions in the SAP Terms.

(vi) Without first obtaining SAP’s prior written consent, Client shall not use of the Business Objects Software, or any portion thereof, in any commercial software product for the purposes of: (1) connecting data accessed via Business Objects Software semantic layers or documents with third party products; or (2) converting SAP’s content or metadata to third party products.

(vii) Client acknowledges and agrees that 51�Թ������ճԹ� and/or Service Provider reports the following information to SAP in connection with Client’s use of the Business Objects Software in connection with the Commercial Lending Services: Client’s name, Client’s address, SAP Software license information (SAP Software description, license quantity, and license metric), and applicable support plan. Upon 51�Թ������ճԹ� or Service Provider’s request, Client shall additionally provide any further information reasonably required by SAP to identify Client use of the Business Objects Software. Such information will be provided to SAP for the sole purpose of Service Provider complying with its contractual obligations to SAP related to the Business Objects Software.

(viii) Notwithstanding anything to the contrary set forth in the Agreement or herein, IN NO EVENT SHALL SERVICE PROVIDER’S TOTAL LIABILITY TO FISERV, CLIENT OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE BUSINESS OBJECTS SOFTWARE EXCEED FIVE THOUSAND DOLLARS (USD$5,000) IN THE AGGREGATE, EVEN IF SERVICES PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

(c) Small Business Lending Scoring. The small business lending scoring algorithm (“FICO Scoring”) used by the Commercial Lending Services is provided by Fair, Isaac and Company (“Fair, Isaac”) (or its successor) and, as such, Client agrees to at least the following terms applicable thereto:

(i) Client is solely responsible for contracting with the appropriate consumer reporting agency(ies) for purchase and delivery of credit bureau report(s) and business bureau report(s) and of Fair, Isaac credit bureaus scores. 51�Թ������ճԹ�, Service Provider and Fair, Isaac shall each, individually and collectively, have no obligation to Client if any of the consumer reporting agencies or business bureaus cease offering credit bureau reports, business bureau reports or Fair, Isaac scores.

(ii) Client must obtain and install digital security certificates for each personal computer accessing the administration user interface. Client is solely responsible for the determinization of all Client criteria and Score cutoffs and the communication and verification of application of such cutoffs to and by the credit bureaus and other third party vendors of Service Provider. “Model(s)” means one or more tables of numeric weights produced by Fair, Isaac from a pool of data available to Fair, Isaac. The Models are comprised of a list of characteristics and associated characteristic generation logic, each of which has two or more attributes, and a numeric score weight attached to each attribute. A characteristic is a subject about which inquiry is normally made of an applicant for credit. An attribute is one of the possible responses to an inquiry. A numeric value is attached to each attribute so that for any applicant, the score weights for all the characteristics can be added to provide a total score. “Score(s)” means the result of applying the Model numeric weights to the data contained in the applicant's application and/or credit bureau report as input for scoring by the Commercial Lending Services.

(iii) If a consumer credit bureau score or other consumer reporting agency data is included as a characteristic in a Model provided through the Commercial Lending Services, Client warrants it is an entity who has a permissible purpose as required by the federal Fair Credit Reporting Act ("FCRA"), and any consent required under state law, for receiving the consumer reports, and that use of the same will be strictly in accordance with said laws.

(iv) Fair, Isaac, if it is the developer of the scoring algorithms or pooled data Models(s) used in the computation of the Scores in the processing service, warrants that no scoring algorithm developed by it for use in the services provided by Service Provider uses a "prohibited basis" as that term is now defined in the Equal Credit Opportunity Act ("ECOA") and Regulation B ("Reg. B") promulgated thereunder. For Models developed empirically from Fair, Isaac's pool of creditor data to meet the definition of an "empirically derived, demonstrably and statistically sound credit scoring system" as defined by Reg. B, Client must comply with the requirements of 12 C.F.R. §202.2 (p)(2) including validation of the Model on Client's records. Fair, Isaac expressly exempts any Model from any other representations and warranties, of any nature, expressed or implied, regarding the performance of the Model or the legal implications of its use. Service Provider shall perform services to assist Client in providing ECOA notices, including adverse action reasons, but Client acknowledges and agrees that neither 51�Թ������ճԹ� nor Service Provider shall have any liability or obligation under ECOA.

(v) The factors that are provided by Client as significantly contributing to the credit risk Score may be disclosed to consumers as the reasons for taking adverse action, as required by Reg. B. However, the Score itself is proprietary, and may not be disclosed or used as the reason for adverse action under Reg. B. Client agrees that any and all Score(s) and Model information it receives will be held in confidence except to the extent that disclosure to others is required by law.

(vi) Client shall not transfer, sell, sublease, assign, rent or disclose any Model(s) provided to Client through the Commercial Lending Services or Service Provider, or use any Model(s) in any manner not expressly authorized under these terms of use. Client acknowledges and agrees that Fair, Isaac owns all rights, titles and interest in said Model(s) if such Models are produced by Fair, Isaac.

(vii) Through the Commercial Lending Services, Service Provider provides a statistical evaluation of certain information about a particular individual and the Score indicates the degree of credit risk posed by that individual relative to other individuals in the Client's portfolio. Neither 51�Թ������ճԹ�, Service Provider, nor Fair, Isaac make warranties with respect to the specific risk prediction for any given individual or as to the accuracy or completeness of the information scored or delivered. Client hereby releases 51�Թ������ճԹ�, Fair, Isaac and Service Provider and their officers, directors employees, agents and affiliated companies from liability for any damages, losses, costs or expenses, whether direct or indirect, suffered or incurred by Client resulting from any failure of any Score to accurately predict the creditworthiness of Client's applicants and Clients in connection with Client’s action in regards to its applicants and Clients. If an application was not correctly processed by the Commercial Lending Services, the sole responsibility of 51�Թ������ճԹ� and/or Service Provider shall be to reprocess the application file through the Commercial Lending Service at no additional charge.

(viii) Except as otherwise expressly set forth in the Agreement or Schedule, 51�Թ������ճԹ�, Service Provider and Fair, Isaac shall not be liable for any loss, cost, or expense of Client resulting from or related to the use of the Scores or the Commercial Lending Services. Neither Fair, Isaac, 51�Թ������ճԹ�, nor Service Provider, their officers, directors, or affiliated companies, nor any of their employees or agents shall be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue or data, incurred by Client or any third party in connection with the Agreement, the Schedule, or with the use or performance of the Scores or the Commercial Lending Service or any service performed by 51�Թ������ճԹ�, Service Provider, or Fair, Isaac or their agents in connection herewith, regardless of how such damages arise and whether or not either was advised such damages might arise. In no event shall the aggregate liability of 51�Թ������ճԹ�, Service Provider, or Fair, Isaac to Client for any loss, cost, damage, or expense arising out of or in any way related to the Scoring or Model(s) exceed the amount paid by Client to 51�Թ������ճԹ� for the Commercial Lending Services in the six (6) month period immediately preceding the date of Client’s claim. THE WARRANTIES AND REMEDIES STATED IN THIS SECTION 2(c) ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO CLIENT FOR THE SCORES AND MODELS AND USE THEREOF BY CLIENT. NEITHER FISERV, SERVICE PROVIDER, OR FAIR, ISAAC PROVIDE ANY INDEMNIFICATION WITH REGARD TO THE SCORES OR MODELS, OR USE THEREOF.

(ix) Client shall be responsible for compliance with all laws and regulations to which it is subject, including but not limited to FCRA and ECOA, and shall indemnify and hold 51�Թ������ճԹ�, Service Provider and Fair, Isaac and all their affiliated companies, agents and employees harmless from and against any and all liabilities, damages, losses, claims, costs and expenses (including attorneys' fees) arising out of or related to Client's use of the Scores. If Client subsequently denies a credit application for any applicant, Client shall be responsible for and will issue any adverse action notices, which may be required by all applicable state and federal laws.

(x) Under no circumstances shall 51�Թ������ճԹ� or Service Provider, or Service Provider’s suppliers be responsible for any information supplied to Service Provider or its suppliers by or on behalf of Client. Client is exclusively responsible for its failure to supply accurate input information to Service Provider and/or its suppliers and for notifying Service Provider and/or its suppliers of any errors in the foregoing within 3 business days after receipt by Service Provider of incorrect information. Client’s remedy and Service Provider’s sole liability to Client or any third party for any and all claims arising out of errors or omissions in the processing services provided hereunder and caused by Service Provider and/or a Service Provider supplier shall be for Service Provider to furnish the correct Score, provided that Client promptly advises Service Provider thereof.

(xi) Either 51�Թ������ճԹ�, Service Provider, or Fair, Isaac requests performance data from Client, Client agrees to provide, within a reasonable timeframe, the requested information (including evidence of payment performance and fraud) in the machine readable format and quantity specified by the applicable requesting party.

(xii) The representations and warranties provided by Fair, Isaac to Client in connection with the Commercial Lending Services shall be in effect only so long as the underlying agreement between Service Provider and Fair, Isaac remains in effect and the Agreement between 51�Թ������ճԹ� and Client remains in effect.

(xiii) Should the master agreement entered into between Fair, Isaac and Service Provider terminate, 51�Թ������ճԹ� or Service Provider will provide Client with notice of termination of such functionality. At the expiration of the then-current term (excluding renewals), Client will have the option to contract with 51�Թ������ճԹ�, Fair, Isaac, and/or another vendor of Client’s choice for replacement functionality that is substantially equivalent to the Fair, Isaac functionality originally provided.

(xiv) Client agrees to use the FICO Scoring product solely for the purpose of submitting applications for a score or for such other information which may be returned by the FICO product. Client acknowledges the logo of LiquidCredit and FICO shall be conspicuously placed on the end user credit application form web page and the end user product match web page associated with the FICO product, along with the identifier “Fueled by LiquidCredit^®,” as provided by FICO.

(xv) Notwithstanding anything to the contrary set forth in the Agreement or herein, IN NO EVENT SHALL FISERV OR SERVICE PROVIDER BE LIABLE CLIENT OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE FICO PRODUCT.

(d) CSi Doc Prep. To the extent Client purchases CSi Doc Prep in connection with the Commercial Lending Services, Client acknowledges that the CSi Doc Prep products and services are provided by Compliance Systems, Inc. (“CSi”) (or its successor) and are provided subject to the terms of the Compliance Systems, Inc. End-User License Agreement by and between CSi and Client, however, Client acknowledges and agrees that the fees for such CSi product will be invoiced by 51�Թ������ճԹ� and Client shall pay all such fees to 51�Թ������ճԹ�. 51�Թ������ճԹ� will remit such fees to Service Provider and Service Provider shall pay all fees due to CSi. Client acknowledges and agrees that no CSi related products will be provided as part of the Commercial Lending Services unless and until Client agrees to CSi’s then-current end user license agreement prior to accessing or using any CSi products provided as a Baker Hill Provided Tool as provided by 51�Թ������ճԹ� or Service Provider.

(e) OFAC. To the extent Client purchases access to the OFAC database (“OFAC”) provided by LexisNexis Risk Solutions GA Inc. (or its successor) in connection with the Commercial Lending Services, Client acknowledges that OFAC is not provided by “consumer reporting agencies” and does not constitute “consumer reports” as such terms are defined in the FCRA. As such, Client shall not use OFAC in whole or in part as a factor in determining eligibility for credit, insurance, employment or any other purpose in connection with which a consumer report may be used under the FCRA. Further, Client shall not use any of the information it receives through OFAC for marketing purposes, to determine (in whole or in part) an individual’s eligibility for any of the following products, services or transactions: (i) credit or insurance to be used primarily for personal, family or household purposes; (ii) employment purposes; (iii) a license or other benefit granted by a government agency; or (iv) any other product, service, or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute. Client acknowledges and agrees it shall not use any of the information it receives through OFAC to take any “adverse action” as that term is defined in the FCRA, and or combine such data in a report that contains consumer report information.

(f) Client shall treat and protect the Baker Hill Provided Tools as confidential information and shall protect the Baker Hill Provided Tools from unauthorized disclosure and use. Client shall not adapt, reverse engineer, translate, decompile, arrange or otherwise rework, make derivative works of, or disassemble the Baker Hill Provided Tools, nor shall Client create or attempt to create the source code from the object code of the Baker Hill Provided Tools in any manner. Client shall not remove, alter or destroy any form of copyright notice, proprietary markings or confidential legends placed upon or contained within any Baker Hill Provided Tools, and Client shall reproduce such notices, markings and legends on each copy of the Baker Hill Provided Tools made by Client (where copying is expressly permitted). The resale, redistribution, and relicensing of the Baker Hill Provided Tools, in whole or in part, is strictly prohibited. Any Baker Hill Provided Tools licensed hereunder in connection with the Commercial Lending Services are licensed, not sold to Client. No title to or ownership of any Baker Hill Provided Tools is transferred to Client hereunder.

(g) Client shall (i) restrict access to the Baker Hill Provided Tools to those employees and consultants who have a need to know as part of their official duties, (ii) take commercially reasonable measures to prevent unauthorized access to, or use of, the Baker Hill Provided Tools and data received therefrom, (ii) ensure that none of its employees and consultants obtain and/or use any information from the Baker Hill Provided Tools for personal reasons or transfer any information received through the Baker Hill Provided Tools to any party except as expressly permitted in writing, and (iv) take commercially reasonable steps to protect Client’s networks and computer environments from which it accesses any Baker Hill Provided Tools from compromise. Client shall keep all user identifications and related passwords confidential and prohibit the sharing of such credentials.