Debit of Accounts. For each Term Loan Payment, Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

Merchant irrevocably authorizes Purchaser or its designated successor or assignee to initiate a debit of the Purchased Percentage via Automatic Clearing House (“ACH”) from Merchant’s authorized bank account (“Direct Debit Account”) or other Approved Accounts, as defined in the Terms and Conditions section of this Agreement. Merchant authorizes Purchaser to debit, via ACH, the Direct Debit Account for the Purchased Percentage each business day until such time as the Amount Sold has been remitted in full.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. 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 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, 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 Indemnified Party'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.

Direct Billing. The parties acknowledge that a number of operational and other costs are billed by outside vendors directly to Saul Company or ​. 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 ​. The parties agree that either party may pay such invoices and submit a request for reimbursement to the other party.

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

Direct Compensation. For his service hereunder during the Employment Term and, if applicable, during the Extended Employment Term, Executive will receive a base salary payable at an annual rate of ​ (the "Base Salary"), to be paid in accordance with the normal practices for remunerating Titan’s salaried executive employees. Nothing in this Agreement will be deemed to prohibit an increase at any time in the Executive’s Base Salary if Titan's Board of Directors approves the same in its sole discretion (as so approved and adjusted, referred to herein as the "Adjusted Base Salary"), however salary reviews will be conducted annually.

Approved Accounts and Monitoring. Merchant shall maintain an account (the “Direct Debit Account”) into which its Future Receivables will be deposited, and will not change or add bank accounts without the prior, written approval of Purchaser. All bank accounts that have been approved by Purchaser shall be “Approved Accounts.” Merchant agrees to complete all necessary forms to establish the Direct Debit Account and will ensure that all Future Receivables are deposited in, or otherwise

Merchant understands that due to the delay of the receipt of data by Purchaser and the operations and rules of the ACH system under the National Automated Clearing House Association (“NACHA”), the Direct Debit method may result in a mismatch between the timing of the receipt of Future Receivables and of the debit. If Purchaser withdraws an incorrect amount from the Direct Debit Account, Merchant authorizes Purchaser to cure and correct the error, after Merchant notifies Purchaser. Merchant understands and agrees that the Dollar Amount of Purchased Percentage is calculated from the financial information that the Merchant provided and is obligated to continually provide to the Purchaser. Merchant agrees to follow the NACHA rules.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Company, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

we shall be entitled at any time to deduct from the Trust Accounts any amounts to satisfy any of the Collection Account Trustee's obligations and / or liabilities incurred under the direct debit scheme or in respect of other unpaid sums in relation to cheques and payment reversals solely in relation to the Trust Accounts; and

In the event of default of Merchant’s obligations under the Agreement, including, without limitation, if Merchant changes its Direct Debit Account, blocks Purchaser’s ACH withdrawals, or otherwise hinders or impedes the exercise of Purchaser’s rights hereunder, Merchant authorizes Purchaser to debit any of the Merchant’s Approved Accounts for any portion of the Purchased Percentage that was not remitted, in breach of this Agreement. Further, Merchant authorizes all of its banking institutions to accept and to charge any debit entries initiated by Purchaser to any of Merchant’s bank accounts.

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.

Direct Expenses; Additional Rent. In addition to paying the Base Rent specified in [Article 3] of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in [Sections 4.2.6 and 4.2.22]2]] of this Lease, respectively, allocable to the Building as described in [Section 4.3]. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent", and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this [Article 4] as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this [Article 4] shall survive the expiration of the Lease Term.

Allocation of Direct Expenses. Intentionally deleted.

Direct or Indirect Violations. Executive shall be in violation of [Section 6(a), 6(c), 6(d), and 6(e)])])])] only if Executive directly engages in any or all of the activities set forth in those Sections directly as an individual on Executive’s own account.

Allocation of Direct Expenses. The parties acknowledge that the Building is a part of a multi-building project, such that certain costs and expenses incurred in connection with the Project (i.e., the Direct Expenses) should be shared between the ​ (as the sole ​ of the Building) and the owners and tenants of the other buildings in the Project, and such shared costs shall be allocated pursuant to the Declaration or, if the Declaration does not so allocate such shared costs, as reasonably determined by ​. In addition, there shall also be Direct Expenses allocated solely to the ​ because the same are attributable solely to the Building; ​ will calculate such allocation in good faith.

Right to Direct Changes. Customer may, at any time after EDC, by written change order issued by Customer to the Contractor:

A Direct Rollover is a payment by the Plan directly to the Eligible Retirement Plan specified by the Distributee.

“Credit Card Processor” means any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures (including, but not limited to, First Data Merchant Services Corporation) with respect to any Borrower’s sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Person (other than a Loan Party or any Affiliate of any Loan Party) who issues or whose members or Affiliates issue credit or debit cards, including MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club and Carte Blanche.

“Foreign Treasury Obligations” means all obligations and liabilities incurred by any Foreign Subsidiary with respect to treasury management services (including without limitation controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services, overdraft liabilities and netting and pooling arrangements), merchant processing services and card services (including without limitation commercial credit cards, purchasing cards and stored value cards).