|
A TRUE COPY
<br /> CERTIFICATION ON LAST PASE
<br /> J.R. SMITH, CLERIC
<br /> otherwise required by law, failure to notify Bank of an appropriate showing Customer's financial condition,assets,
<br /> error or problem within such time will relieve Bank of any liabilities,stockholder's equity,current income and surplus,
<br /> and all liability for interest upon correction of the error or and such other information regarding the financial
<br /> problem(and for any loss from any subsequent transaction condition of Customer as Bank may reasonably request to
<br /> involving the same error or problem). In the event enable Bank to evaluate its exposure or risk. Any limits
<br /> Customer fails to report such error or problem within thirty established by Bank hereunder shall be made in Bank's
<br /> (30)Calendar Days after Bank made available such report, sole discretion and shall be communicated promptly to
<br /> statement or on-line Account access, the transaction shall Customer.
<br /> be deemed to have been properly authorized and executed,
<br /> and Bank shall have no liability with respect to any error or 14. Term and Termination.
<br /> problem. Customer agrees that its sole remedy in the event
<br /> of an error in implementing any selection with the Services 14.1 This Agreement shall be effective when
<br /> shall be to have Bank correct the error within a reasonable (i) signed by an Authorized Representative of Customer
<br /> period of time after discovering or receiving notice of the and accepted by Bank, and(ii)Customer delivers to Bank
<br /> error from Customer. all documents and information, including any Setup
<br /> Form(s) and electronic data, reasonably required by Bank
<br /> 12. Overdrafts; Set-off. Bank may,but shall not be prior to commencing to provide the Services or otherwise in
<br /> obligated to, complete any transaction in connection with accordance with the Contract,and shall terminate three(3)
<br /> providing the Services if there are insufficient available years thereafter(The "Initial Service Term"). The parties
<br /> funds in Customer's Account(s) to complete the may renew this Agreement by mutual written agreement for
<br /> transaction. In the event any actions by Customer result in an additional two(2)year term(each an Extended Service
<br /> an overdraft in any of Customer's Accounts, including but Term"). Bank will determine the adequacy of such
<br /> not limited to Customer's failure to maintain sufficient documentation and information in its sole discretion and
<br /> balances in any of Customer's Accounts,Customer shall be may refuse to provide the Services to Customer until
<br /> responsible for repaying the overdraft immediately,without adequate documentation and information are provided.
<br /> notice or demand. Bank has the right, in addition to all
<br /> other rights and remedies available to it, to set off the 14.2 This Agreement shall continue in effect
<br /> unpaid balance of any amount owed it in connection with as described in Section 14.1 unless and until terminated by
<br /> the Services against any debt owing to Customer by Bank, either party with thirty (30) Calendar Days' prior written
<br /> including, without limitation, any obligation under a notice to the other.Either party may terminate an Appendix
<br /> repurchase agreement or any funds held at any time by in accordance with the provisions of this Section without
<br /> Bank, whether collected or in the process of collection, or terminating either this Agreement or any other Appendix.
<br /> in any other Account maintained by Customer at, or Upon termination of this Agreement or any Appendix,
<br /> evidenced by any certificate of deposit issued by, Bank. Customer shall, at its expense, return to Bank, in the
<br /> Except as otherwise expressly prohibited or limited by law, same condition as when delivered to Customer,
<br /> if any of Customer's Accounts become overdrawn, under- normal wear and tear excepted, all property belonging to
<br /> funded or for any reason contain a negative balance, then Bank and all proprietary material delivered to Customer in
<br /> Bank shall have the right of set-off against all of connection with the terminated Service(s).
<br /> Customer's Accounts and other property or deposit
<br /> Accounts maintained at Bank,and Bank shall have the right 14.3 If an Appendix is terminated in
<br /> to enforce its interests in collateral held by it to secure accordance with this Agreement, Customer must contact
<br /> debts of Customer to Bank arising from notes or other Treasury Management Services Support for instructions
<br /> indebtedness now or hereafter owing or existing under this regarding the cancellation of all future dated payments and
<br /> Agreement,whether or not matured or liquidated. transfers. Bank may continue to make payments and
<br /> transfers and to perform other Services that Customer has
<br /> 13. Transaction Limits. previously authorized or may subsequently authorize;
<br /> however,Bank is not under any obligation to do so. Bank
<br /> 13.1 In the event that providing the Services will not be liable if it chooses to make any payment or
<br /> to Customer results in unacceptable credit exposure or transfer or to perform any other Services that Customer has
<br /> other risk to Bank, or will cause Bank to violate any law, previously authorized or subsequently authorizes after an
<br /> regulation,rule or order to which it is subject,Bank may,in Appendix had terminated.
<br /> Bank's sole and exclusive discretion,without prior notice,
<br /> limit Customer's transaction volume or dollar amount and 14.4 Notwithstanding the foregoing, Bank
<br /> refuse to execute transactions that exceed any such limit,or may,without prior notice,terminate this Agreement and/or
<br /> Bank may terminate any Service then being provided to terminate or suspend any Service(s)provided to Customer
<br /> Customer. Bank will provide notice of such limits to pursuant hereto(i)if Customer or Bank closes any Account
<br /> Customer in accordance with the terms of this Agreement. established in connection with the Service(s) that is
<br /> necessary for the ongoing use of the Service(s)or necessary
<br /> 13.2 Customer shall, upon request by Bank for Bank to charge Service Fees,including,but not limited
<br /> from time to time, provide Bank with such financial to, closure of the Primary Account,(ii)if Bank determines
<br /> information and statements and such other documentation that Customer has failed to maintain a financial condition
<br /> as Bank reasonably determines to be necessary or deemed reasonably satisfactory to Bank to minimize any
<br /> credit or other risks to Bank in providing Services to
<br /> Customer, including the commencement of a voluntary or
<br /> involuntary proceeding under the United States Bankruptcy
<br /> 7 of 58 0916
<br />
|