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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 error 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 in 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 risk 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 financial 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 communicated 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. Bank will
<br />determine the adequacy of such documentation and
<br />information in its sole discretion and may refuse to provide
<br />the Services to Customer until adequate documentation and
<br />information are provided.
<br />14.2 This Agreement shall continue in effect
<br />until terminated by either parry with thirty (30) Calendar
<br />Days' prior written notice to the other. Either parry may
<br />terminate an Appendix in accordance with the provisions of
<br />this Section without terminating either this Agreement or
<br />any other Appendix. Upon termination of this Agreement
<br />or any Appendix, Customer shall, at its expense, return to
<br />Bank, in the same condition as when delivered to
<br />Customer, normal wear and tear excepted, all property
<br />belonging to Bank and all proprietary material delivered to
<br />Customer in connection with the terminated Service(s).
<br />14.3 If an Appendix is terminated 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 authorized 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 />Code or other statute or regulation relating to bankruptcy or
<br />relief of debtors, (iii) in the event of a material breach,
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