2016-204 - Laserfiche WebLink

Home Browse Search

A TRUE COPY CERTI"6CATIM4 Cid LAST PAVE J.R. SMITH, CLERK 6.5 Customer Representations and may be permitted to use the SWIFT Services provided Warranties. Customer represents and warrants with respect hereunder on behalf of and in conjunction with Accounts to itself and the Customer's BIC(s)identified by or through that belong to Customer's clients,as well as on Customer's Customer in the Services'Setup Forms)that it: own behalf.Customer shall provide an appropriate letter of authority and/or execute any such other agreement(s) or • is registered with SWIFT as either a "Member documents as deemed necessary or appropriate by Bank Administered Closed User Group" and/or prior to the initiation or continuation by Customer of the "Closed User Group" and/or "SCORE SWIFT Services in the capacity of a third-party service (Standardized Corporate Environment)"member; provider. Customer agrees that Bank retains the right to • is in compliance with applicable SWIFT Rules; reject any request by Customer to engage in such activities as well as any SWIFT Instructions by Customer in such • is not in violation of any federal, state or local capacity, in Bank's sole discretion. In the event Bank laws with respect to the SWIFT Services; approves Customer's use of the SWIFT Services as a third- is a duly incorporated and validly existing legal party service provider,then the following shall also apply: • entity; (a) Customer represents and warrants to Bank that each Customer client has given • is in good standing financially and in compliance Customer authority to access and engage in SWIFT with all laws and regulations applicable to Instructions with respect to its Accounts through use of the Customer;and SWIFT Services to the same extent as if Customer owned • is subject to regular audits in accordance with them, including in the capacity of a "third party service internationally recognized accounting standards provider;" by independent auditors. (b) each reference to"Customer" 6.6 Third-Party Service Providers: Third herein will be deemed to be a collective reference to Party-Service Provider Activities. Customer and each Customer client whose Accounts are included in Bank's implementation of Customer's set-up 6.6.1 Customer may appoint a third for the SWIFT Services; party, whether a SWIFT registered user/member, SWIFT authorized service bureau or other third party, to send or (c) all of the provisions set forth receive SWIFT Instructions,perform other functions and/or herein will apply to the Customer client's Account(s)as if otherwise act as Customer's agent for purposes of the Customer owned them; SWIFT Services provided hereunder (a "Third-Party Service Provider"), as shall be set forth in the Services' (d) each person who is Setup Form(s). In such event, Customer agrees that the authorized to act on Customer's behalf with respect to the Third-Party Service Provider shall have all the powers of SWIFT Services is also authorized to act on Customer's Customer in relation to the SWIFT Services. Customer behalf to the same extent with respect to the Accounts of unconditionally authorizes Bank to deal directly with the each Customer client whose Accounts are included in Third-Party Service Provider in connection with all matters Bank's implementation of Customer's set-up for the relating to the SWIFT Services, including, without SWIFT Services;and limitation,the receiving and sending of SWIFT Instructions (including Payment Orders), and any testing to be (e) Customer shall be liable for completed with respect to the SWIFT Services.All SWIFT all monetary, confidentiality and other obligations to Bank Instructions received by Bank from Third-Party Service hereunder as they relate to Customer's use of the SWIFT Provider are hereby authorized by Customer. All acts and Services for itself as well as each such Customer client. omissions of Third-Party Service Provider shall be the acts, Customer agrees to notify Bank immediately if Customer's omissions and responsibility of Customer and shall be authority with respect to Customer's client(s)is revoked or governed by the provisions of this Appendix. For the changed. avoidance of doubt, Customer shall ensure the Third-Party Service Provider complies with the relevant provisions of 6.7 Customer Direction and Indemnitv. this Appendix. Notice of any termination of Third-Party 6.7.1 In the event that the BIC(s) Service Provider's authority to receive and send SWIFT identified by or through Customer in the Services' Setup Instructions to Bank on Customer's behalf shall be given to Form(s) are owned by a parent company or other affiliate Bank in writing. The effective date of such termination of Customer, or are owned by an unrelated third party shall be ten(10)Business Days after Bank receives written and/or such third party is otherwise operating by agreement notice of such termination. Notwithstanding the foregoing, with Customer as Customer's Third-Party Service Provider Customer agrees that Bank retains the right to reject any for purposes of the SWIFT Services, Bank is prepared to such Third-Party Service Provider and thus any associated act on a SWIFT Instruction from Customer's SWIFT SWIFT Instructions initiated by Customer's Third-Party BIC(s)only upon receipt of the indemnity provided in this Service Provider in Bank's sole discretion. Section 6.This indemnity shall be in addition to and not in 6.6.2 Subject to Bank's prior lieu of an additional indemnity provided by Customer in approval and in its sole and exclusive discretion,Customer the Cash Management Master Agreement. HC#4846-4388-3571 v I Pelle 53 of 58 0716