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Customer's examiners or other regulators, including tax authorities, law enforcement agencies, courts of competent jurisdiction or other official
<br />bodies, anywhere in the world, and (vii) pursuant to subpoena or other court process, or to establish, exercise or defend the legal rights of the
<br />Bank and its affiliates.
<br />10.2 Agents. The Bank may retain agents to perform data processing, collection and other services in connection with the Accounts and Services.
<br />10.3 Offshoring. Subject to applicable laws, processing of Customer confidential information may be performed by any Bank affiliate, including
<br />affiliates, branches and units located in any country in which we conduct business or have a service provider. The Customer authorizes the
<br />Bank to transfer Customer Information to such affiliates, branches and units at such locations as the Bank deems appropriate.
<br />10.4 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the
<br />Customer (including Authorized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners,
<br />customers or other personnel), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the
<br />Bank to process and use the information for purposes of providing the Services.
<br />11. Liability Limitation; Force Majeure.
<br />11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature
<br />which the Customer may suffer or incur, except to the extent of direct losses or expenses resulting from the gross negligence or willful
<br />misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any
<br />event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits), whether or not foreseeable,
<br />even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of
<br />whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the
<br />foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or
<br />directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service.
<br />11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the
<br />performance of its obligations resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism,
<br />catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or
<br />unavailability of a payment system, or any cause beyond its reasonable control.
<br />12. Indemnity.
<br />The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all
<br />claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) (collectively, "Losses ") resulting
<br />directly or indirectly from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any
<br />Service provided to the Customer, including Items and Instructions (a) issued by an Authorized Person, (b) issued in accordance with the
<br />agreed upon security procedures or (c) on which the Bank is otherwise permitted to rely; or (ii) the Bank's payment of any taxes, interest or
<br />penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terns.
<br />Notwithstanding the foregoing, the Bank shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence,
<br />willful misconduct or fraud.
<br />13. Notices.
<br />All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission
<br />(including SWIFT communication and emails), through intemet sites, or by such other means as the Customer and the Bank may agree upon
<br />from time to time, at the address of the Customer provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the
<br />Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time
<br />to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the
<br />Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received.
<br />14. Termination.
<br />Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than
<br />thirty (30) calendar days' prior written notice of intent to close or terminate. Notwithstanding the foregoing, either party may terminate an
<br />Account or a Service upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or
<br />Service Terns by the other party; (ii) the other party's inability to meet its debts as they become due, receivership, administration, liquidation, or
<br />voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or
<br />anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or
<br />business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is
<br />necessary or required by applicable law, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the
<br />terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies. The Bank shall have a
<br />reasonable opportunity to act upon any termination request. The Bank shall not be precluded from completing a request or Instruction received
<br />by it prior to a termination request based on receipt of such termination request. Notwithstanding anything to the contrary in any Service
<br />Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed
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