Authorization for Direct Payments (ACH Debits). To effectuate any payment due under the Agreement, the Revolver Note or any other Loan Document, Borrowers hereby authorize the Bank to initiate debit entries to their operating account at the Bank and to debit the same to such account. This authorization to initiate debit entries shall remain in full force and effect until the Bank has received written notification of its termination in such time and in such manner as to afford the Bank a reasonable opportunity to act on it. Borrowers represent that Borrowers are and will be the owner of all funds in such account. Borrowers acknowledge: # that such debit entries may cause an overdraft of such account which may result in the Bank's refusal to honor items drawn on such account until adequate deposits are made to such account; # that the Bank is under no duty or obligation to initiate any debit entry for any purpose; and # that if a debit is not made because the above-referenced account does not have a sufficient available balance, or otherwise, the payment may be late or past due.

This Authorization Agreement for Direct Deposit (ACH Credit) and Direct Collections (ACH Debits) is part of (and incorporated by reference into) the Future Receivables Sale Agreement. Merchant should keep this important legal document for Merchant’s records. Any capitalized term(s) that are not otherwise defined shall retain the same meaning set forth in the Future Receivables Sale Agreement.

Section # Authorization for Automated Clearinghouse Funds Transfer. Borrower shall # authorize Agent to initiate debit entries to Borrower’s account specified in [Schedule 2] (“Borrower’s Primary Operating Account”) through Automated Clearing House (“ACH”) transfers, in order to satisfy regularly scheduled payments of principal, interest, the Applicable Premium and other amounts due under this Agreement; # provide Agent at least thirty (30) days prior written notice of any change in Borrower’s Primary Operating Account; and # grant Agent any additional authorizations necessary to begin ACH debits from a new account which becomes Borrower’s Primary Operating Account.

Merchant authorizes Purchaser to increase the amount of any scheduled ACH debit entry or assess multiple ACH debits for the amount of any previously scheduled payment(s) that was not paid because Merchant’s financial institution was not open or was not able to process ACH transactions. If a transaction is rejected by Merchant’s financial institution for any reason other than termination of this authorization, including without limitation insufficient funds, Merchant understands that Purchaser may, at its discretion, attempt to process the transaction again as permitted under the NACHA Rules. Merchant also authorizes Purchaser to initiate ACH entries to correct any erroneous payment transaction. Merchant understands that Merchant is responsible for ensuring that funds arising from Future Receivables of Merchant remain in the Designed Bank Account each day until Purchaser debits the amount to which it is entitled under the Future Receivables Sale Agreement. Merchant agrees to notify Purchaser promptly if there are any changes to the account and routing numbers of the Designated Bank Account. Purchaser is not responsible for any overdrafts, rejected transactions, or other fees that may result from credits or debits initiated under this Authorization Agreement. This authorization is to remain in full force and effect until Purchaser has received written notification from Merchant at ​ Funding, Attn: Customer Service, 9 E. Loockerman Street, Ste 202-543, Dover, DE 19901, at least 5 banking days prior to its termination, to afford Purchaser a reasonable opportunity to act on it. The origination of ACH transactions to the Designated Bank Account must comply with, and both Merchant and Purchaser agree to be bound by, the provisions of applicable law and the NACHA Rules.

Merchant understands that the foregoing ACH authorization is a fundamental condition to induce Purchaser to enter into the Agreement. Consequently, such authorization is intended to be irrevocable. If Merchant terminates its ACH authorization, Purchaser may deem such termination to be an Event of Default.

The individual signing below on behalf of Merchant certifies that he/she is an authorized signer on the Designated Bank Account. Merchant will not dispute any ACH transaction initiated pursuant to this Authorization Agreement, provided the transaction corresponds to the terms of this Authorization Agreement. Merchant requests the financial institution that holds the Designated Bank Account to honor all ACH entries initiated in accordance with this Authorization Agreement.

immediately credited to, the Direct Debit Account until Merchant remits the total Amount Sold to Purchaser. Merchant will provide Purchaser and its authorized agents with all information, authorizations, and passwords necessary for verifying Merchant’s receivables, receipts, and deposits into the Direct Debit Account. Merchant authorizes Purchaser to contact Merchant’s current and prior banking institutions to get information Purchaser deems necessary to review and evaluate Merchant’s application or to monitor Merchant’s Approved Accounts, Direct Debit Account, or any other bank account Merchant or Merchant’s agent later provides to Purchaser. However, it shall be incumbent upon the Merchant, and Merchant shall have the affirmative duty and obligation, to furnish its monthly bank statements to Purchaser, in order to ensure that all ACH debits accurately correspond to the Purchased Percentage, and to produce its bank statements upon request by Purchaser. Merchant agrees that the Purchased Percentage of any Future Receivables deposited into an Approved Account will remain in an Approved Account until the daily Purchased Percentage amount of Future Receivables is withdrawn from the Direct Debit Account by Purchaser. Merchant agrees to hold Purchaser harmless for any overdraft fees or rejected transactions that may result from Purchaser ACH debiting of the Purchased Percentage in accordance with the terms of this Agreement.

Direct Supervisor. Greg Kossover, or in his absence Brad Elliott, Chairman/CEO.

Direct Billing. The parties acknowledge that a number of operational and other costs are billed by outside vendors directly to Saul Company or [[Saul Centers:Organization]]. The parties will make all reasonable efforts to confirm that such costs are billed to and paid by the correct party in each case. On a quarterly basis (or more frequently to the extent deemed appropriate by authorized officers of each of the parties), any misapplied invoices and payments shall be reconciled and appropriate payments shall be made by each party to the other. In addition, certain shared services may be billed or invoiced to both Saul Company and [[Saul Centers:Organization]]. The parties agree that either party may pay such invoices and submit a request for reimbursement to the other party.

Direct Claims. Any Action by an Indemnified Party on account of a Loss that does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents, or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.