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(x) in Bank's discretion and judgment (A) there has been an adverse change in Customer's financial condition or business or (B)
<br />Customer may not have sufficient available funds in its Account on any settlement date in connection with a Service which
<br />requires funds to be available, or (C) Bank deems itself or its assets insecure or at unreasonable exposure or risk with respect
<br />to any Service transaction, activity, or inquiry.
<br />(c) No termination of any Service for any reason shall relieve Customer of any liability for Customer's obligations which have
<br />accrued prior to the effective time of termination or for Customer's obligations and duties hereunder which by their nature or by express provision
<br />are intended to survive termination. Following any termination of a Service, Customer shall pay or perform any and all related outstanding
<br />obligations, and return to Bank any and all related Service Materials and Confidential Information, promptly upon Bank's demand. No termination
<br />or suspension of any Service by Bank, and no failure on the part of Bank to demand payment or performance of arty outstanding obligations, shall
<br />limit Bank's right to pursue any recourse and remedies available to Bank in the event of breach by Customer of any terms, provisions, or conditions
<br />of this Master Agreement.
<br />19. Indemnification Except for those losses caused directly by Bank's gross negligence or intentional acts, Customer agrees to indemnify,
<br />defend, and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and
<br />employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities, and expenses (including, without limitation,
<br />reasonable attorneys' fees) arising from or related in any way to (a) any Service transaction or activity performed in compliance with Customer's
<br />instructions or directions, (b) Bank's action or inaction in reliance upon any instructions or information received from any Authorized Useror any
<br />other person reasonably believed by Bank to be an authorized representative of Customer, (c) any Service transaction, inquiry, or activity initiated
<br />using Security Procedures, whether or not the person initiating such transaction, inquiry, or activity is an Authorized User or other authorized
<br />representative of Customer, (d) breach by Customer or any of Customer's agents, representatives, employees, service providers, or contractors of
<br />any ofCustomees covenants, agreements, responsibilities, representations or warranties under this Master Agreement, and/or (e) breach or violation
<br />by Customer or any of Customer's agents, representatives, employees, service providers, or contractors of applicable laws, rules or regulations.
<br />Without limiting or diminishing any other obligations of Customer to Bank described in this section, Customer also agrees to fully cooperate with
<br />and assist Bank in any efforts on the part of Bank to recover from any third party or parties any losses incurred by Bank as a result of the execution
<br />of any Service umaction or activity.
<br />20. Notices and Communications.
<br />(a) Subject to the following provisions ofthis section, all notices, demands, requests, or other communications which may be or
<br />are required to be given, served, or sentpursuant to this Master Agreement or with respect to any Service shall be in writing and shall be delivered
<br />by personal or hand delivery, facsimile transmission, nationally recognized express overnight delivery service (with charges therefor prepaid), or
<br />certified or registered mail, return receipt requested (with postage therefor prepaid). Notices shall be deemed received upon receipt, if hand or
<br />personally delivered, the next business day after the notice has been transmitted by facsimile or deposited with a nationally recognized express
<br />overnight delivery service, or the third business day after the notice has been deposited with the United States Postal Service. Bank may transmit
<br />notices to such physical address, mailing address, or facsimile number which Bank reasonably believes to be correct contact information far
<br />Customer based upon any Customer records on file with Bank. Customer shall transmit notices to the Bank as follows:
<br />Regions Bank
<br />Commercial Client Services
<br />250 Riverchase Parkway East
<br />Birmingham, Alabama35244
<br />Fax (205) 560-5193 or (205) 560-5194
<br />(b) Customer agrees that Bank may send notifications to Customer hereunder and/or with respect to any Service (including,
<br />without limitation, change of terms notices and any information, disclosures, and/or notices relating to the Services) in electronic form, either by
<br />posting such information, disclosures, and notices at Bank's website at Regions.com or by transmitting them, or notice of the availability thereof
<br />at Bank's website, to any e-mail address that Customer has provided in connection with Customer's use of the Services. Customer shall be deemed
<br />to have received electronic notices or disclosures three (3) days after Bank posts them at Bank's website or transmits them, or notice of the availably
<br />thereof at the applicable website, to Customer's e-mail address, as applicable, whether or not Customer his retrieved them by that time. Customer
<br />agrees to frequently and regularly retrieve Customer's e-mail and review posted messages and information at Bank's website to ensue that Customer
<br />is aware of current terns, conditions, and information relating to the Services. Bank reserves the right at any time, in Bank's discretion, to mail to
<br />Customer's address that appears in Bank's records, or otherwise transmit to Customer pursuant to any other method to which Customer has agreed
<br />in connection with its Account, paper copies of any information, disclosures and/or notices relating to the Services in lieu of" in addition to
<br />electronic versions thereof.
<br />(c) Except as otherwise expressly provided in any applicable Article of Part 2 of this Master Agreement or any applicable
<br />Customer Profile or Service Schedule, Customer agrees that Bank may transmit confidential information, including (without limitation) Security
<br />Devices, to the current mailing address shown in Bank's records for any of Customer's Accounts, or to the a -mail address Customer has provided
<br />in connection with Customer's use of the applicable Service, whether or not that address includes a designation for delivery to the attention of any
<br />particular individual. Customer further agrees that Bank shall not be responsible or liable to Customer in any way in the event that such properly
<br />addressed information is intercepted by an unauthorized person, either in transit or at Customer's place of business.
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