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(a) (1) Subject to the terms of Section 18(a)(ii) below, Customer may terminate Customer's enrollment in and use of any Service
<br />at any time upon written notice to Bank, as provided in this Master Agreement or in the applicable Service Schedule. Customer agrees that Bank
<br />shall have a reasonable opportunity to act upon any termination notice submitted by Customer. Upon Customer's termination of any Service. Bank
<br />reserves the right to complete or cancel, in Bank's sole and absolute discretion, any pending Service transactions, activity, or inquiries.
<br />(ii) In the event any Service constitutes an operational service that is provided in connection with any deposit account
<br />Customer maintains with Bank, and to the extent necessary to qualify the related deposit account as an operational deposit for purposes of liquidity
<br />coverage laws or regulations to which Bank is subject, Customer may not terminate Customer's enrollment in and use of such Service without first
<br />giving Bank written notice of termination (x) at least 30 calendar days in advance of the effective date of such termination or (y) according to the
<br />applicable notice interval provided in Service Schedule governing such Service (if any whichever of (x) or (y) shall result in greater advance
<br />notice to Bank. For purposes of this Section 18(a)(i), the terms "operational deposit" and "operational service" shall have the meanings respectively
<br />ascribed to them by 12 CFR Part 249, as amended or as replaced by any successor law, regulation, or mle binding on Bank.
<br />(b) Bank may terminate Customer's enrollment in and use of any Service at any time upon at least thirty (30) days' prior written
<br />notice to Customer; provided, that Bank may terminate or suspend Customer's use of any Service ('including, without limitation, any pending
<br />transactions, activity, or inquiries) immediately and without prior notice to Customer in the event that:
<br />() Customer shall breach or default in the due observance or performance of any obligation, covenant, condition or agreement
<br />on the part of Customer to be observed or performed pumant to the terns of this Master Agreement or with respect to any
<br />Service;
<br />(ii) Customer shall breach or default in the due observance or performanceof any obligation, covenant, condition or agreement
<br />on the part of Customerto be observed or performed pursuant to the terms ofany other agreement or contract by and between
<br />Customer and Bank;
<br />(iii) any representation or warranty made by Customer shall prove to be false or misleading in any material respect as ofthe time
<br />made, or any report, data, information, certificate, financial statement or other instrument famished by Customer in
<br />connection with this MasterAgreement or any Service shall prove to be false or misleading in any material respect as of the
<br />time famished;
<br />(IV) Customer or any person or entity which has guaranteed the payment and performance of Customer's obligations under this
<br />Master Agreement or with respect to any Service (together with Customer, the "Obligors') shall (A) apply for or consent to
<br />the appointment of a receiver, trustee, liquidator or other custodian for Obligor or any of Obligors properties or assets,
<br />(B) fail or admit in writing Obligor's inability to pay its debts generally as they becotne due, (C) make a general assignment
<br />for the benefit of creditors, (D) suffer or permit an orderfor reliefto be entered against Obligor in any proceeding under the
<br />federal Bankruptcy Code, or (E) file a voluntary petition in bankruptcy, or a petition or an answer seeking an arangement
<br />with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
<br />liquidation law or statute, or an answer admitting the material allegationsof a petition filed against Obligor in any proceeding
<br />under any such law or statute, or if partnership action shall be taken by any Obligor for the purpose of effecting any of the
<br />foregoing;
<br />(v) a petition shall be filed, without the application, approval or consent of Obligor in any court of competent jurisdiction,
<br />seeking bankruptcy, reorganization, rear uigement, dissolution or liquidation of 0bligor or of all or a substantial part of the
<br />properties or assets of Obligor, or seeking any other relief urder any law or statute against Obligor, or the appointment of a
<br />receiver, trustee, liquidator or other custodian of such Obligor or of all or a substantial part of the properties or assets of
<br />such Obligor, and such petition shall not have been stayed or dismissed within sixty (60) days after the filing thereof,
<br />(v) any Obligor shall dic, if an individual, be dissolved or liquidated, ifan entity, or cease to be solvent or suspend or discontinue
<br />business in the ordinary course;
<br />(vi) any writ of execution, attachment or garnishment shall be issued against a substantial portion of the assets of any Obligor
<br />and such writ of execution, attachment or gamishment shall not be dismissed, discharged or quashed within thirty (30) days
<br />of issuance;
<br />(viii) any final judgment for the payment of money in excess of$50,000 shall be rendered against any Obligor and the same shall
<br />remain undischarged for a period ofthirty (30) days during which execution shall not be effectively stayed;
<br />(ix) any guarantor of Customer's obligations shall default in the due observance or performance of any covenant, condition or
<br />agreement on such guarantor's part to be observed or performed under such guarantoes guaranty agreement or shall
<br />terminate or attempt to terminate such guarantor's guaranty agreement; or
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