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error or problem within thirty (30) Calendar Days after Bank
<br />made available such report, statement or on-line Account
<br />access, the transaction shall be deemed to have been properly
<br />authorized and executed, and Bank shall have no liability
<br />with respect to any error or problem. Customer agrees that
<br />its sole remedy in the event of an error in implementing any
<br />selection with the Services shall be to have Bank correct the
<br />error within a reasonable period of time after discovering or
<br />receiving notice of the 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 transaction.
<br />In the event any actions by Customer result in an overdraft
<br />in any of Customer's Accounts, including but not limited to
<br />Customer's failure to maintain sufficient balances in any of
<br />Customer's Accounts, Customer shall be responsible for
<br />repaying the overdraft immediately, without notice or
<br />demand. Bank has the right, in addition to all other rights
<br />and remedies available to it, to set off the unpaid balance of
<br />any amount owed it in connection with the Services against
<br />any debt owing to Customer by Bank, including, without
<br />limitation, any obligation under a repurchase agreement or
<br />any funds held at any time by Bank, whether collected or in
<br />the process of collection, or in any other Account maintained
<br />by Customer at, or evidenced by any certificate of deposit
<br />issued by, Bank. Except as otherwise expressly prohibited
<br />or limited by law, if any of Customer's Accounts become
<br />overdrawn, under -funded or for any reason contain a
<br />negative balance, then Bank shall have the right of set-off
<br />against all of Customer's Accounts and other property or
<br />deposit Accounts maintained at Bank, and Bank shall have
<br />the right to enforce its interests in collateral held by it to
<br />secure 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 other
<br />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 terms 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 as
<br />Bank reasonably determines to be necessary or appropriate
<br />showing Customer's financial condition, assets, liabilities,
<br />stockholder's equity, current income and surplus, and such
<br />other information regarding the financial condition of
<br />Customer as Bank may reasonably request to enable Bank to
<br />evaluate its exposure or risk. Any limits established by Bank
<br />hereunder shall be made in Bank's sole discretion and shall
<br />be communicated promptly to Customer.
<br />14. Term and Termination.
<br />14.1 This Agreement shall be effective when
<br />(i) signed by an Authorized Representative of Customer and
<br />accepted by Bank, and (ii) Customer delivers to Bank all
<br />documents and information, including any Setup Form(s)
<br />and electronic data, reasonably required by Bank prior to
<br />commencing to provide the Services. Bank will determine
<br />the adequacy of such documentation and information in its
<br />sole discretion and may refuse to provide the Services to
<br />Customer until adequate documentation and information are
<br />provided.
<br />14.2 This Agreement shall continue in effect
<br />until terminated by either party with thirty (30) Calendar
<br />Days' prior written notice to the other. Either party 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 or
<br />any Appendix, Customer shall, at its expense, return to
<br />Bank, in the 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 in
<br />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,
<br />default in the performance or observance of any term, or
<br />material breach of any representation or warranty by
<br />Customer, (iv) in the event of default by Customer in the
<br />payment of any sum owed by Customer to Bank hereunder
<br />or under any note or other agreement, as may be defined
<br />therein, (v) if there has been a seizure, attachment, or
<br />garnishment of Customer's Accounts, assets or properties,
<br />(vi) if Bank believes immediate action is necessary for the
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