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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
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<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
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<br />P21
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