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Lockbox Processing Services – Additional Terms

1. SERVICES. 51�Թ������ճԹ� will provide Client with the lock box processing services identified in the applicable fee exhibit (the “Lockbox Processing Services”). Client acknowledges and agrees that the Lockbox Processing Services are provided by Wausau Financial Systems, Inc. (“Service Provider”) (or its successor) and such services are subject to these additional terms. The Lockbox Processing Services will be provided to Client based on Service Provider’s standard practices with any specific processing instructions to be agreed between the parties during implementation and as may be updated by the parties from time to time during the term of such Services.

2. FEES. Client shall pay fees set forth in the applicable fee exhibit for the Lockbox Processing Services selected by Client and/or any lockbox services customer of Client (each a “Customer”). 51�Թ������ճԹ� reserves the right to change fees without notice as may be necessary to cover any increases in Federal Reserve System costs and charges. Notwithstanding anything to the contrary in the Agreement, invoices for Lockbox Processing Services shall be due no later than 30 days following Client’s receipt of such invoice. If any invoiced amounts remain unpaid 30 days after receipt, Client shall pay a monthly late charge based on the unpaid amounts equal to the lesser of 1.5% or the highest amount allowed by law until such invoice amount is paid in full. If Client disputes any invoiced amounts for Lockbox Processing Services, Client shall give 51�Թ������ճԹ� written notice and explanation of such good faith dispute within 30 days of Client’s receipt of such invoice. Invoices not disputed within 180 days are automatically deemed correct.

3. ADDITIONAL TERMS.

(a) No Fiduciary Relationship. Service Provider shall perform such Lockbox Processing Services in the capacity of Client’s agent or Customer’s agent. Client acknowledges and agrees, and will require each Customer to acknowledge and agree, that neither 51�Թ������ճԹ� nor Service Provider shall by reason of providing the Lockbox Processing Services have a fiduciary relationship with respect to Client or any Customer.

(b) Client Obligations and Responsibilities.

(i) Client authorizes 51�Թ������ճԹ� and Service Provider to accept instructions, authorizations and communications directly from Customer; provided however, that 51�Թ������ճԹ� and Service Provider shall be under no obligation to accept instructions, authorizations or communications from anyone other than Client and any such acceptance by 51�Թ������ճԹ� or Service Provider will be in its sole discretion. 51�Թ������ճԹ� and Service Provider shall be entitled to conclusively rely on instructions, authorizations and communications from Client or Customers and shall not be liable to Client or Customers for any acts taken or not taken in accordance with such instructions, authorizations or communications.

(ii) All necessary information concerning the requirements of Client and Customers for Lockbox Processing Services shall be set forth in the Lockbox Instructions, which Client shall provide prior to 51�Թ������ճԹ� or Service Provider rendering Lockbox Processing Services (including, without limitation, issuance of lockbox number).

(iii) Other than where Client handles remittance packages via the Remote Lockbox System, Client authorizes and shall require Customer to authorize 51�Թ������ճԹ� or Service Provider to collect and take custody of the contents of the applicable post office box(es) or suite number(s) or other designated post office box(es) or suite number(s) assigned to Client or Customer and further authorizes 51�Թ������ճԹ� and Service Provider to open and remove the contents from remittance packages.

(iv) Client shall require that each Customer establish and maintain a separate merchant processing agreement with the processor identified by 51�Թ������ճԹ� or Service Provider.

(v) Client will provide written notice of confirmation and/or verification of any instructions given by Client or Customers, or their respective agents, employees, officers, or directors to 51�Թ������ճԹ� and Service Provider in connection with Lockbox Processing Services.

(vi) Client will balance all reports and batches within 24 hours of receipt of such report or batch and notify 51�Թ������ճԹ� and Service Provider within 7 business days of any errors or discrepancies. Upon receiving notice of an error or discrepancy or upon 51�Թ������ճԹ�’s or Service Provider’s discovery of such an error or discrepancy without notice from Client (Client agrees neither 51�Թ������ճԹ� nor Service have any duty of discovery), 51�Թ������ճԹ� and Service Provider will cooperate with Client, or may take reasonable action in 51�Թ������ճԹ�’s sole discretion, to correct such error or discrepancy or make adjustments to correct such error or discrepancy (“Corrective Action”). Neither51�Թ������ճԹ� nor Service Provider shall be liable for any errors or discrepancies and its sole responsibility shall be to cooperate with Client to make reasonable Corrective Actions. If Client fails to timely notify 51�Թ������ճԹ� and Service Provider of the error or discrepancy, 51�Թ������ճԹ� or Service Provider may cooperate with Client to take reasonable Corrective Action and such cooperation shall be at 51�Թ������ճԹ�’s then current charges for such assistance.

(c) Lost, Destroyed, and Misplaced Items. 51�Թ������ճԹ� and Service Provider assume no liability for any item and/or other contents of any remittance package lost, destroyed, or misplaced before such item or remittance package is in Service Provider’s possession. If Service Provider loses, destroys, or misplaces physical items as a result of gross negligence or intentional misconduct after acceptance of them, 51�Թ������ճԹ�’s sole liability will be for reasonable reconstruction costs of any bankable item. Reasonable reconstruction costs shall be only those costs that arise from reconstruction of an imaged bankable item if then stored by 51�Թ������ճԹ� or Service Provider. Client shall remain solely responsible for any items imaged and sent electronically via a remote lockbox program. 51�Թ������ճԹ� shall not be liable for reconstruction costs associated with any Item or contents of a remittance package for which Service Provider did not make an image. Nothing in this Section shall be construed to require 51�Թ������ճԹ� or Service Provider to image any items or other documents in a remittance package, items and documentation to be imaged shall be as agreed to by 51�Թ������ճԹ� and Client in the agreed upon lockbox servicing instructions. In no event shall 51�Թ������ճԹ� be liable for the face or other value of any lost, destroyed, or missing item(s) or for cash whether or not received by 51�Թ������ճԹ� or Service Provider.

(d) Misapplied Payments. 51�Թ������ճԹ� does not recommend that 51�Թ������ճԹ� be directed to “accept all” items. If Client or any Customer directs 51�Թ������ճԹ� or Service Provider to “accept all” Items, 51�Թ������ճԹ� shall not be responsible for any items that are misapplied and Client and Customer each waives any right to such item and shall be responsible for any delay in returning such items, including any damages.

(e) Governmental Regulation. The provision of Lockbox Processing Services shall be governed by and is subject to: the applicable laws, regulations, rules, terms and conditions, as presently in effect or hereafter amended or adopted, of the United States of America, Federal Reserve Board, Federal Reserve Banks, Federal Housing Finance Board, and any other governmental agency or instrumentality having jurisdiction over the Lockbox Processing Services. Client agrees to, and agrees to cause each Customer to, abide by such requirements and execute and deliver such agreements, documents, or other forms as may be necessary to comply with the provisions hereof, including, without limitation, agreements to establish 51�Թ������ճԹ� and/or Service Provider, as necessary, as Client’s or Customer’s agent for purposes of delivery of items processed hereunder from or to the Federal Reserve Banks. Any such agreements shall be made a part of the Agreement and are incorporated therein. A change or termination of such laws, regulations, rules, terms, conditions, and agreements shall constitute, respectively, a change or termination as to the Lockbox Processing Services.

(f) Service Provider may subcontract all or any part of the performance of the Lockbox Processing Services. Service Provider may disclose to its subcontractors the terms of the Agreement and any information necessary, including Client data and customer information for such subcontractors to perform the Lockbox Processing Services, fulfil its obligations or exercise its rights related to the Lockbox Processing Services. Service Provider’s subcontractors are set forth below (each a “Service Provider Subcontractor”). Service Provider or 51�Թ������ճԹ� may update the list of Service Provider Subcontractors at any time. Service Provider Subcontractors include:

(i) VIEWPOINTE ARCHIVE SERVICES LLC – Check and document archive

(ii) ACCURATE DOCUMENT DESTRUCTION INC – Document destruction

(iii) CHECK PROCESSING RECOVERY INC – Disaster recovery

(iv) CORPORATE DELIVERY SYSTEMS INC - Courier

(v) TFORCE FINAL MILE LLC - Courier

(vi) UNITY COURIER SERVICE INC - Courier

(vii) US MESSENGER & LOGISTIC INC - Courier

(viii) REVENUE MANAGEMENT SOLUTIONS LLC – Healthcare processing

(ix) SYBASE INC – Production software provider

(x) IRON MOUNTAIN – Document storage and destruction

(xi) SHRED IT – Document storage and destruction

(xii) HITACHI DATA SYSTEMS – Colocation data center

(xiii) COGNIZANT – Data entry services

(xiv) BRINKS – Armored courier

(xv) LOOMIS – Armored courier

(xvi) FEDEX - Courier

(xvii) UPS - Courier

(xviii) USPS – PO Box rentals(g) Notwithstanding anything to the contrary in the Agreement, for the Lockbox Processing Services the following limitation of liability shall apply and fees paid hereunder shall not be considered in the calculation of any other liabilities under the Agreement: IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, PROFIT, REPUTATION, OR BUSINESS, OR FORSPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES, ARISING OUT OF OR RELATING TO the lockbox processing services, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO the lockbox processing servicesSHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV for the lockbox processing servicesINTHE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED.

(h) If Client or any Customer directs 51�Թ������ճԹ� and/or Service Provider in writing to disclose customer data, Client Information, including without limitation personally identifiable information, or other data to a third party, Client or such Customer will provide 51�Թ������ճԹ� and/or Service Provider, as applicable, with written authorization to do so and bear any risk of loss or liability associated with 51�Թ������ճԹ�’s or Service Provider’s compliance with such written direction and authorization.

(i) All records that Service Provider is required to make and keep by laws or regulations applicable to the Lockbox Processing Services and or such longer period as may be required by 51�Թ������ճԹ�.

(j) If 51�Թ������ճԹ�’s agreement with Service Provider terminates for any reason, 51�Թ������ճԹ� shall use commercially reasonable efforts to engage a replacement vendor and if 51�Թ������ճԹ� is unable to enter an agreement with a replacement vendor, 51�Թ������ճԹ� may terminate the Lockbox Processing Services without penalty.