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IIII�Ci�!�l'�II
<br />4.9 If an Item issued by the Customer is transferred or negotiated outside of the United States and is subsequently sent to the Bank for
<br />deposit, collection or payment in the United States, the Customer shall be deemed to make, to the Bank, the transfer and presentment
<br />warranties under the Uniform Commercial Code, as ff such Item were negotiated or otherwise transferred in the United States.
<br />4.'10 A stop payment Instruction from the Customer will be effective on an Item if: (i) the Bank receives the stop payment Instruction with a
<br />reasonable opportunity to act on such Instruction, which shall be at least one (f) full Business Day following the Business Day of the
<br />Bank's confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction contains all information concerning the
<br />Item that the Bank requires, and is in the form required by the Bank; and (iii) the Item is not yet paid or cashed. For purposes of this
<br />Section, "Business Day" means a day on which the Bank is generally open for business in the jurisdiction where the Account is
<br />maintained. Stop payment Instructions on Items, unless otherwise provided, will be valid for one (f) year and will automatically renew
<br />up to six (6) additional years unless the Bank confirms receipt of the Customer's revocation of a stop payment Instruction. The
<br />Customer may request, through the Bank's call center or other authorized representative, anon- renewable stop payment, which will be
<br />effective fora '180 -day period. The Bank shall not be liable for any Item properly paid or cashed prior to the effective date of a stop
<br />payment request. Stop payment Instructions on Items are effective in having the Item returned unpaid by the Bank. However, stop
<br />payment Instructions have no effect on the rights of a holder in due course of the Item to make a claim directly against the Customer.
<br />5. Funds Transfer Instructions.
<br />5. � The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will
<br />be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut -off hours
<br />on such days. Communications requesting cancellation or amendment of payment orders must be received at a time and in a manner
<br />affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any
<br />Instructions only with the consent of the Bank and the beneficiary's bank. The Bank will debit the Account for the amount of each funds
<br />transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for all fees associated with any
<br />funds transfer Instruction, including debit and credit processing charges, or to otherwise deduct such fees from the amount of the
<br />payment order. In processing the funds transfer, other banks may deduct fees from the payment order issued to them. No restrictions
<br />upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless
<br />agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction.
<br />5.2 Notwithstanding any instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any
<br />intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer
<br />Instruction which the Bank deems reasonable in the circumstances.
<br />5.3 In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number of the beneficiary,
<br />the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's lxank in the funds transfer
<br />Instruction may make payment on the basis of the identifying number even though it identrFes a person different from the named
<br />beneficiary. Accordingly, the Customer shall be responsible for the consequences of any inconsistency between the name and
<br />identifying number, as instructed, of any party in such a funds transfer Instruction.
<br />5.4 In accepting a funds transfer Instruction issued in the Customer's name for payment in currency other than the currency of the Account,
<br />the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank's prevailing rate of
<br />exchange or as otherwise agreed. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is
<br />the beneficiary, the Bank may convert the funds to the currency of the Account at the Bank's applicable currency exchange rate and
<br />charge the Customer a fee for such currency conversion. In accepting a funds transfer instruction issued in the Customer's name for
<br />payment to a receiving bank located outside of the United States, the Customer agrees that, subject to any restrictions under applicable
<br />law or regulations, the Bank may convert the funds to the local currency of the location of the receiving bank at the Bank's then
<br />prevailing rate of exchange. The Bank may deduct its fee for such conversion from the payment amount.
<br />Notwithstanding any prior action or course of dealing, subject to applicable law and regulations, the Bank has no obligation to cancel,
<br />reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and, the Bank makes no commitment to
<br />buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased.
<br />5.5 If the Customer elects to settle foreign exchange transactions by draft, the Customer acknowledges and agrees that in the event the
<br />draft is not presented for payment within one hundred eighty (180) calendar days from the date of issuance, the Bank, subject to any
<br />restrictions under applicable law or regulations, shall have the right to cancel the draft, and the Customer authorizes the Bank to
<br />reconvert the funds into the original currency at the then current rate and re- credit the Customer's Account. If the remitter is no longer a
<br />customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed moneys account, or issue a cashier's check,
<br />sending it to the address of the Customer on the books and records of the Bank. In the event that the payee, holder or other third party
<br />claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such
<br />cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that
<br />applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customer's
<br />Account or otherwise deducted from the amount to be paid to the Customer.
<br />5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including
<br />those transmitted by facsimile) funds transfer Instructions may, at the Bank's discretion, be verified by telephonic call -back confirmation
<br />with an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. The
<br />Customer further agrees to be bound by such funds transfer Instructions, whether or not authorized, if issued in the name of the
<br />Customer using such security procedure.
<br />PN.• 350914 DOC ID. 2 Page l2 of 57
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