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<br />as that of the Customer, whether or not authorized. An authenticated SWIFT or host -to -host (secure communications channel for data transfer)
<br />message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person.
<br />Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security
<br />procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by
<br />telephonic call -back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such
<br />Instructions.
<br />Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures
<br />established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been
<br />verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an
<br />Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions
<br />received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the
<br />Customer or the Third Party.
<br />2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be
<br />clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall
<br />prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request
<br />or Instruction using any means, even If a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or
<br />clarification, it may decline to honor the Instruction.
<br />3. Deposits.
<br />3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only, and are received subject to final payment. The
<br />Bank may agree with other banks and Gearing houses to vary procedures regarding the collection or return of Items, and deadlines to the
<br />extent permitted by applicable law or practice. The Bank chooses the method of collecting Items and may use other banks in the process. The
<br />Bank will present Items in accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank is not
<br />responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit.
<br />The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession.
<br />3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability
<br />policy and applicable law. If the Bank credits an Account: (1) in contemplation of receiving funds for the Customer's credit and those funds are
<br />not actually received by the Bank, or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the
<br />Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not
<br />received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited
<br />and /or with any other charges incurred, even if doing so creates or increases an overdraft.
<br />3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit or payment for a
<br />reasonable time, in accordance with its practices, without dishonor; and the Bank shall not be obligated thereon until it has remitted final
<br />payment.
<br />4. Payment of Items.
<br />4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures.
<br />including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day
<br />the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item
<br />drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an
<br />Item for insufficient funds at any time between receiving such presentment or notice and the time of the retum of the Item, and need make no
<br />more than one such determination.
<br />4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the
<br />circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or
<br />the order of the signer or any Authorized Person or to a lender in payment of the signer's or Authorized Person's obligations.
<br />4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or
<br />stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing
<br />by the Bank. The Customer shall not issue Items that are post- dated, and the Bank shall not be liable for any damages caused by premature
<br />payment or certification of a post -dated Item. Further, the Customer shall not put any condition, restriction or legend on any Item, and the Bank
<br />is not required to comply with any such condition, restriction or legend.
<br />4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any
<br />Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank
<br />shall not be liable for damages or losses due to any delay or failure in procuring, collecting or paying Items not conforming to such
<br />specifications or standards, except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful
<br />misconduct.
<br />PN: 1125418 DOC ID: 5 Page 18 of 51
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