6.2 Except as otherwise expressly
<br />prohibited or limited by applicable law, Customer shall
<br />indemnify, defend and hold harmless Bank, its successors
<br />and assigns, from and against any loss, damage or other
<br />claim or liability attributable to Customer's unauthorized
<br />distribution or disclosure of any Software provided with the
<br />Services or any other breach by Customer of any Software
<br />license. The provisions of this paragraph shall survive
<br />termination of this Agreement.
<br />6.3 Any breach or threatened breach of this
<br />Section will cause immediate irreparable injury to Bank, and
<br />Customer agrees that injunctive relief, including preliminary
<br />injunctive relief and specific performance, should be
<br />awarded as appropriate to remedy such breach, without
<br />limiting Bank's right to other remedies available in the case
<br />of such a breach. Bank may apply to a court for preliminary
<br />injunctive relief, permanent injunctive relief and specific
<br />performance, but such application shall not abrogate Bank's
<br />right to proceed with an action in a court of competent
<br />jurisdiction in order to resolve the underlying dispute.
<br />7. Computer Requirements. For certain Cash
<br />Management Services, Customer will need to provide, at
<br />Customer's own expense, a computer or similar Internet -
<br />enabled device, software and Internet or other connections
<br />and equipment as needed to access the Services
<br />(collectively, the "Computer"). Customer's Internet or other
<br />web browser software must support a minimum 128 -bit SSL
<br />encryption or other security measures as Bank may specify
<br />from time to time. Customer's browser must be one that is
<br />certified and supported by Bank for optimal performance.
<br />Customer is responsible for the installation, maintenance
<br />and operation of the Computer and all related charges,
<br />including without limitation all Internet service provider,
<br />telephone and other similar charges incurred in connecting
<br />to the Services. Customer is responsible for installing and
<br />maintaining appropriate virus protection software on
<br />Customer's Computer. Bank recommends that Customer
<br />routinely scan the Computer using reliable virus protection
<br />products, and to remove any viruses found using such
<br />products. Bank is not responsible for any errors or failures
<br />caused by any malfunction of the Computer. Bank is not
<br />responsible for any Computer virus or related problems that
<br />may be associated with access to or use of the Services, any
<br />Software, the Computer or other Internet access, including
<br />but not limited to any virus, Trojan horse, worm, keystroke
<br />logger, rootkit, spyware, dishonest adware, crimeware or
<br />other malicious or unwanted software or related problems
<br />that may be associated with access to or use of the Services,
<br />any Software or the Computer. Bank also is not responsible
<br />for any losses or delays in transmission of information
<br />Customer provides to Bank or otherwise arising out of or
<br />incurred in connection with the use of any Internet or other
<br />service provider providing Customer's connection to the
<br />Internet or any browser software. From time to time, Bank
<br />may require that Customer upgrade or install software to the
<br />Computer to ensure the proper operation of the Services.
<br />Customer agrees to promptly load any such upgrades or
<br />additional installations upon Bank's notice to Customer.
<br />8. Bank Third Parties.
<br />8.1 Customer acknowledges that certain
<br />third parties, agents or independent service providers
<br />(hereinafter "Third Parties") may, from time to time, provide
<br />services ("Third Party Services') to Bank in connection with
<br />Bank's provision of the Services to Customer and that
<br />accordingly, Bank's ability to provide the Services
<br />hereunder may be contingent upon the continuing
<br />availability of certain services from such Third Parties.
<br />Third Party Services may involve the processing and/or
<br />transmission of Customer's data, instructions (oral or
<br />written) and funds. In addition, Customer agrees that Bank
<br />may disclose Customer's financial information to such Third
<br />Parties (i) where it is necessary to provide the Services
<br />requested; (ii) in order to comply with laws, government
<br />agency rules or orders, court orders, subpoenas or other legal
<br />process or in order to give information to any government
<br />agency or official having legal authority to request such
<br />information; or (iii) when Customer gives its written
<br />permission.
<br />8.2 Bank will be responsible for the acts and
<br />omissions of its Third Parties in the same manner as if Bank
<br />had performed that portion of the Services itself, and no
<br />claim may be brought by Customer against such Third
<br />Parties. Notwithstanding the foregoing, any claims against
<br />Bank (with respect to the acts or omissions of its Third
<br />Parties) or its Third Parties shall be subject to the limitations
<br />of liability set forth herein to the same extent as if Bank had
<br />performed that portion of the Services itself. However, Bank
<br />will not be deemed to be the agent of, or responsible for, the
<br />acts or omissions of any person (other than its Third Parties),
<br />and no such person shall be deemed Bank's agent.
<br />9. Customer Communications; Security
<br />Procedures.
<br />9.1 In providing the Services, Bank shall be
<br />entitled to rely upon the accuracy of all information and
<br />authorizations received from Customer or an Authorized
<br />Representative and, where applicable, the authenticity of any
<br />signatures purporting to be of Customer or an Authorized
<br />Representative. Customer agrees promptly to notify Bank
<br />of any changes to any information or authorizations provided
<br />to Bank in connection with the Services, and further agrees
<br />to promptly execute any new or additional documentation
<br />Bank reasonably deems necessary from time to time in order
<br />to continue to provide the Services to Customer.
<br />9.2 Customer agrees that it shall be solely
<br />responsible for ensuring its compliance with any
<br />commercially reasonable security procedures established by
<br />Bank in connection with the Services, as such may be
<br />amended from time to time, and that Bank shall have no
<br />liability for any losses sustained by Customer as a result of a
<br />breach of security procedures if Bank has complied with the
<br />security procedures.
<br />9.3 Bank shall be entitled to rely on any
<br />written list of Authorized Representatives provided to Bank
<br />by Customer until revoked or modified by Customer in
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