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<br />Amendment of Payment Orders. Any Payment Order may be cancelled or amended, but only if Bank
<br />munication to cancel or amend at a time and in a manner affording Bank a reasonable opportunity to act
<br />ication before Bank executes such Payment Order. If any Security Procedures were used with respect
<br />rder, a communication is not effective to cancel or amend such Payment Order unless such Security
<br />lso used with respect to the cancellation or amendment, or unless Bank agrees to such cancellation or
<br />ustomer requests cancellation or amendment of a Payment Order after Bank has executed such Payment
<br />is sole discretion may attempt to recover the funds so transferred on behalf of Customer, but Bank shall
<br />ustomer for Bank's failure or inability to do so; and whether or not any such cancellation or amendment
<br />omer shall be liable to Bank for any loss and expenses, including reasonable attorneys' fees, incurred or
<br />as the result of such cancellation or amendment or attempted cancellation or amendment.
<br />filiation. Bank shall notify Customer of each Payment Order and amended Payment Order executed by
<br />by any means approved by Bank including oral, written, or electronic communication, in the form of
<br />or a periodic account statement. Customer agrees to notify Bank of any Payment Order not authorized
<br />y funds transfer to a Beneficiary not intended by Customer, any funds transfer in an amount greater than
<br />ded by Customer, and any payment duplicative of a funds transfer previously initiated by Customer,
<br />levant facts relating to the alleged unauthorized or erroneous transfer, within fourteen (14) calendar days
<br />such notification to Customer. If Customer fails to provide such notification to Bank, Customer shall
<br />interest on any amount which Bank may be required hereunder or under applicable law to refund to
<br />e of such unauthorized or erroneous transfer. Any claims arising by reason of any funds transfer which
<br />to Bank in writing within six months after Bank mails notification thereof to Customer shall be void.
<br />resentative or Covered Account Designations. Customer agrees to promptly deliver to Bank an updated
<br />ned by an officer, partner, employee, or agent of Customer authorized to direct funds transfers of
<br />s pursuant to depository resolutions of Customer from time to time in effect at Bank) whenever there are
<br />additions to the lists of Authorized Representatives or Covered Accounts or changes in the funds transfer
<br />orized Representatives, all as set forth on the most current Supplement on file at Bank. Until Bank has
<br />updated Supplement and has had a reasonable time to act thereon, Bank may continue to act pursuant
<br />nt Supplement on file at Bank. From time to time at intervals satisfactory to Bank in its sole discretion,
<br />confirm to Bank that the individuals listed on the most current Supplement on file at Bank remain
<br />esentatives. Customer warrants and represents that each Authorized Representative shall be a person
<br />d to direct funds transfers of Customer's funds pursuant to depository resolutions of Customer from time
<br />at Bank.
<br />ecurity Procedures. Whenever the Security Procedures include the assigning to Customer of any
<br />word, identification code, personal or location identification number, repetitive code, or similar security
<br />r shall not disclose such security device except to an Authorized Representative. Customer shall
<br />safeguards as are reasonably necessary to ensure the confidentiality and integrity of such devices and
<br />y notify Bank if the confidentiality or integrity of any such security device is breached or threatened.
<br />e right to change any such security device from time to time upon notice to Customer.
<br />nification. Bank's duties and responsibilities are limited to those described in this Agreement. Bank
<br />nary care in performing its obligations under this Agreement and will be responsible for any loss sustained
<br />y to the extent such loss is caused by Bank's reckless or willful misconduct. Bank liability in any case
<br />to the resulting direct loss or damages and not to any consequential or special loss or damages or to the
<br />f attorneys' fees paid or incurred by Customer in enforcing any provision hereof. Under no circumstances
<br />sponsible for any liability, loss, or damage resulting from any delay in the performance of or failure to
<br />ations under this Agreement which is caused by any: act of God; fire or other catastrophe; electrical or
<br />acts of, or delays or failure to act by, any carrier or agent (including, without limitation, any funds -transfer
<br />y communications system) operating between Bank and Customer or any Beneficiary or their personnel;
<br />ng the generality of the foregoing, any other cause beyond Bank's control. Customer shall indemnify
<br />gainst all claims, demands, costs, expenses (including reasonable attorneys' fees), loss, or damage arising
<br />ting or refusing to act upon any Payment Order in accordance with the terms of this Agreement.
<br />onsent. In the event that Bank is entitled under the law governing mistake and restitution to recover from
<br />all or any part of a funds transfer made to such Beneficiary hereunder, Customer shall upon Bank's
<br />out expense to Bank, testify in any legal proceedings, sign all lawful papers, make all lawful oaths, and
<br />other and further lawful acts, deemed necessary or expedient by Bank or its counsel to assist or enable
<br />from such Beneficiary. Customer acknowledges that Bank may have certain legal recordkeeping and
<br />ments with respect to services provided under this Agreement and consents to Bank's disclosure to
<br />orities of information concerning Customer and transactions under this Agreement which Bank believes
<br />or necessary to fulfill such legal requirements.
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