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A TRIAL COPY
<br /> CERTIFICATION CPQ LAST PAGE
<br /> J.R. SMITH, CLLR;
<br /> customers of Bank, as well as on Customer's own behalf reasonable fees and disbursements of counsel in connection
<br /> (hereinafter, when acting in such capacity, referred to as with any investigative, administrative or judicial
<br /> "Customer As Service Provider'). Customer shall execute proceedings, whether or not Bank shall be designated a
<br /> any such other agreement(s) or documents as deemed pal'thereto)which may be incurred by Bank relating to or
<br /> necessary or appropriate by Bank prior to the initiation or arising out of the acts or omissions of Customer's Third-
<br /> continuation by Customer of any Services in such capacity. Party Service Provider on behalf of Customer. Customer
<br /> Customer agrees that Bank retains the right to reject any and Customer's Third-Party Service Provider shall execute
<br /> request b Customer to engage in Customer As Service any such other agreement(s) or documents as deemed
<br /> qu Y
<br /> Provider activities as well as any transactions initiated by necessary or appropriate b Y Bank prior to the initiation or
<br /> Customer in such capacity,in Bank's sole discretion.In the any continuation by Customer's Third-Party Service
<br /> event Bank approves Customer's use of the Services in the Provider of any Services on Customer's behalf. Notice of
<br /> capacity of Customer As Service Provider, then the any termination of Customer's Third-Party Service
<br /> following shall also apply: Providers authority to use one or more of the Services on
<br /> Customer's behalf shall be given to Bank in writing. The
<br /> (a) Customer represents and warrants to Bank effective date of such termination shall be ten(10)Business
<br /> that each Customer client has given Customer authority to Days after Bank receives written notice of such
<br /> access and conduct transactions with respect to its termination. Customer agrees that Bank retains the right to
<br /> Accounts through use of any of the Services to the same reject any transactions initiated by Customer's Third-Party
<br /> extent as if Customer owned them, including in the Service Provider in its sole discretion.
<br /> capacity of a"third party service provider;"
<br /> 34. Section Headings. The section headings used in
<br /> (b) each reference to "Customer" in the this Agreement are only meant to organize this Agreement,
<br /> Agreement will be deemed to be a collective reference to and do not in any way limit or define Customer's or Bank's
<br /> Customer and each Customer client whose Accounts are rights or obligations.
<br /> included in Bank's implementation of Customer's set-up
<br /> for the Services; 35. Confidentiality. In fin Cher consideration of the terms
<br /> of this Agreement,Customer expressly covenants and agrees
<br /> (c) all of the provisions set forth in the that,effective as of its execution of this Agreement,
<br /> Agreement will apply to Customer client's Account(s)as if Customer will not disclose,nor authorize its agents or
<br /> Customer owned them; attorneys to disclose,directly or indirectly,orally or in
<br /> writing,spontaneously or in response to inquiries from any
<br /> (d) each person who is authorized to act on entity or person,the terms of this Agreement,and any other
<br /> Customer's behalf with respect to a Service is also document or agreement to which reference is made herein,
<br /> authorized to act on Customer's behalf to the same extent except pursuant to any order,summons or other legal process
<br /> with respect to the Accounts of each Customer client whose issued by any state or federal court,or any state,federal,
<br /> Accounts are included in Bank's implementation of municipal or other governmental agency,or as reasonably
<br /> Customer's set-up for that Service;and necessary to tax advisors,attorneys,accountants,and other
<br /> professionals,or as necessary to fulfill any contractual
<br /> (e) Customer shall be liable for all monetary, undertakings hereunder. Customer expressly recognizes that
<br /> confidentiality and other obligations to Bank under this any unauthorized disclosure of information specified herein,
<br /> Agreement as they relate to Customer's use of the Services or any threatened disclosure,would cause irreparable injury
<br /> for itself as well as each such Customer client. Bank may to Bank which may not be adequately compensated by
<br /> require written confirmation from each Customer client that damages. Accordingly,in the event of a breach or threatened
<br /> it has authorized Customer to include its Accounts in breach of the provisions of Section 35 of this Agreement by
<br /> Bank's implementation of Customer's set-up for the Customer,Bank shall be entitled to an injunction restraining
<br /> Services, and Customer agrees to notify Bank immediately and prohibiting Customer from doing so or continuing to do
<br /> if that authority is revoked or changed. so. Nothing herein shall be construed as prohibiting Bank
<br /> from pursuing any other remedies available for such breach
<br /> 33.2 Customer Engaging a Third-Party or threatened breach,including the recovery of damages.
<br /> Service Provider. Subject to Bank's prior approval and in The restrictions set forth in this Section 35 shall not apply to
<br /> its sole and exclusive discretion, Customer may appoint a information which(i)was,is or becomes public knowledge
<br /> third-party service provider to act as Customer's agent to not in violation of this Section 35;(ii)is acquired by
<br /> use one or more of the Services (hereinafter such third- Customers from a third party lawfully possessing such
<br /> party to be referred to as "Customer's Third-Party Service information;(iii)is disclosed in testimony,pleadings or
<br /> Provider'). In such event, all transactions received by papers filed by Bank in any judicial proceeding;or(iv)is
<br /> Bank from Customer's Third-Party Service Provider are disclosed pursuant to state law. Customer understands and
<br /> hereby authorized by Customer.All acts and omissions of agrees that this Section 35 is a material provision of this
<br /> Customer's Third-Party Service Provider shall be the acts, Agreement,that Bank would not have entered into this
<br /> omissions and responsibility of Customer and shall be Agreement without such confidentiality obligations,and that
<br /> governed by the provisions of this Agreement. Customer any breach of this Section 35 shall be a material breach of
<br /> agrees,jointly and severally with Customer's Third-Party this Agreement.
<br /> Service Provider, to indemnify and hold Bank harmless
<br /> from any and all liabilities, losses, damages, costs and
<br /> expenses of any kind (including, without limitation, the
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