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otherwise required by law, failure to notify Bank of an <br />error or problem within such time will relieve Bank of any <br />and all liability for interest upon correction of the error or <br />problem (and for any loss from any subsequent transaction <br />involving the same enor or problem). In the event <br />Customer fails to report such error or problem within thirty <br />(30) Calendar Days after Bank made available such report, <br />statement or on-line Account access, the transaction shall <br />be deemed to have been properly authorized and executed, <br />and Bank shall have no liability with respect to any error or <br />problem. Customer agrees that its sole remedy in the event <br />of an error in implementing any selection with the Services <br />shall be to have Bank correct the error within a reasonable <br />period of time after discovering or receiving notice of the <br />error from Customer <br />12. Overdrafts; Set-off. Bank may, but shall not be <br />obligated to, complete any transaction m connection with <br />providing the Services if there are insufficient available <br />funds in Customer's Account(s) to complete the <br />transaction. In the event any actions by Customer result in <br />an overdraft in any of Customer's Accounts, including but <br />not limited to Customer's failure to maintain sufficient <br />balances in any of Customer's Accounts, Customer shall be <br />responsible for repaying the overdraft immediately, without <br />notice or demand. Bank has the right, in addition to all <br />other rights and remedies available to it, to set off the <br />unpaid balance of any amount owed it in connection with <br />the Services against any debt owing to Customer by Bank, <br />including, without limitation, any obligation under a <br />repurchase agreement or any funds held at any time by <br />Bank, whether collected or in the process of collection, or <br />in any other Account maintained by Customer at, or <br />evidenced by any certificate of deposit issued by, Bank. <br />Except as otherwise expressly prohibited or limited by law, <br />if any of Customer's Accounts become overdrawn, under- <br />funded or for any reason contain a negative balance, then <br />Bank shall have the right of set-off against all of <br />Customer's Accounts and other property or deposit <br />Accounts maintained at Bank, and Bank shall have the right <br />to enforce its interests in collateral held by it to secure <br />debts of Customer to Bank arising from notes or other <br />indebtedness now or hereafter owing or existing under this <br />Agreement, whether or not matured or liquidated. <br />13. Transaction Limits. <br />13.1 In the event that providing the Services <br />to Customer results in unacceptable credit exposure or <br />other nsk to Bank, or will cause Bank to violate any law, <br />regulation, rule or order to which it is subject, Bank may, in <br />Bank's sole and exclusive discretion, without prior notice, <br />limit Customer's transaction volume or dollar amount and <br />refuse to execute transactions that exceed any such limit, or <br />Bank may terminate any Service then being provided to <br />Customer Bank will provide notice of such limits to <br />Customer in accordance with the terns of this Agreement. <br />13.2 Customer shall, upon request by Bank <br />from time to time, provide Bank with such financial <br />information and statements and such other documentation <br />as Bank reasonably determines to be necessary or <br />7 of 58 <br />appropriate showing Customer's fmancial condition, assets, <br />liabilities, stockholder's equity, current income and surplus, <br />and such other information regarding the financial <br />condition of Customer as Bank may reasonably request to <br />enable Bank to evaluate its exposure or risk. Any limits <br />established by Bank hereunder shall be made in Bank's <br />sole discretion and shall be commumcated promptly to <br />Customer. <br />14. Term and Termination. <br />14.1 This Agreement shall be effective when <br />(i) signed by an Authorized Representative of Customer <br />and accepted by Bank, and (ii) Customer delivers to Bank <br />all documents and information, including any Setup <br />Form(s) and electronic data, reasonably required by Bank <br />prior to commencing to provide the Services or otherwise in <br />accordance with the Contract, and shall terminate three (3) <br />years thereafter (The "Initial Service Term"). The parties <br />may renew this Agreement by mutual written agreement for <br />an additional two (2) year terns (each an Extended Service <br />Term"). Bank will determine the adequacy of such <br />documentation and information in its sole discretion and <br />may refuse to provide the Services to Customer until <br />adequate documentation and information are provided. <br />14.2 This Agreement shall continue in effect <br />as described in Section 14.1 unless and until terminated by <br />either party with thirty (30) Calendar Days' prior written <br />notice to the other. Either party may terminate an Appendix <br />in accordance with the provisions of this Section without <br />terminating either this Agreement or any other Appendix. <br />Upon termination of this Agreement or any Appendix, <br />Customer shall, at its expense, return to Bank, in the <br />same condition as when delivered to Customer, <br />normal wear and tear excepted, all property belonging to <br />Bank and all proprietary material delivered to Customer m <br />connection with the terminated Service(s). <br />14.3 If an Appendix is tenninated in <br />accordance with this Agreement, Customer must contact <br />Treasury Management Services Support for instructions <br />regarding the cancellation of all future dated payments and <br />transfers. Bank may continue to make payments and <br />transfers and to perform other Services that Customer has <br />previously authorized or may subsequently authorize; <br />however, Bank is not under any obligation to do so. Bank <br />will not be liable if it chooses to make any payment or <br />transfer or to perform any other Services that Customer has <br />previously authonzed or subsequently authorizes after an <br />Appendix had terminated. <br />14 4 Notwithstanding the foregoing, Bank <br />may, without prior notice, terminate this Agreement and/or <br />terminate or suspend any Service(s) provided to Customer <br />pursuant hereto (i) if Customer or Bank closes any Account <br />established in connection with the Service(s) that is <br />necessary for the ongoing use of the Service(s) or necessary <br />for Bank to charge Service Fees, including, but not limited <br />to, closure of the Primary Account, (ii) if Bank determines <br />that Customer has failed to maintain a financial condition <br />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 />0916 <br />P21 <br />