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BB&T
<br />TREASURY SERVICES AGREEMENT
<br />THIS AGREEMENT is made this day of , 20 , by and between
<br />("Customer") and
<br />()Branch Banking and Trust Company ("Bank")
<br />()Branch Banking and Trust Company of South Carolina (`Bank ~
<br />()Branch Banking and Trust Company of Virginia ("Bank')
<br />1. Services: Subject to the terms and conditions contained in this Agreement, the Commercial Bank Services Agreement ("CBSA") and
<br />Attachment which describe specific Treasury Services ("Services") (whether attached hereto or relating to any Service requested subsequer
<br />the date of this Agreement), each of which are incorporated herein by reference, Bank will famish Customer with those Services that it ~
<br />request. Customer agrees to pay for all said Services in accordance with this Agreement and the Bank's current fee schedule for such Servi
<br />Initiation by Customer of any Services constitutes acceptance of the terms and conditions of this Agreement, the CBSA and any applic
<br />Attachment.
<br />2. Customer's Duties. Customer shall:
<br />a) Perform and observe all conditions, covenants and restrictions as set forth in this Agreement and any Attachments, and if required 1
<br />particular Service, maintain, at a minimum, a Deposit Account at Bank subject to the CBSA.
<br />b) Pay any bill rendered by Bank within 30 days after the billing date and grant to the Bank a right of set-off in all of Customer's deF
<br />accounts for any bills, costs or expenses owed to Bank under this Agreement or any Attachment.
<br />c) Warrant that Customer is fully suthoriaed to effect transaction concerning any account, whether or not in Customer's name, the
<br />Customer's request is the subject of, or is affected by, any Service.
<br />d) Carefully examine any statement, notification or confirmation of a transaction and notify the Bank within 30 days of the statement dot
<br />any errors, discrepancies or fraudulent transactions. Customer agrees that the Bank will not be liable for any erroneous, unauthorize~
<br />fraudulent transaction resulting from the Custarner's failure to safeguard any security or access device used in connection with any Serv
<br />or its failure to reasonably supervise its employees or agents entrusted with the security or access devise. Customer agrees to condu
<br />detailed background check of all employees or agents having authority to implement any cash management transaction and to periodic
<br />check such others' work. The Customer further agrees that the Bank will not be liable for any erroneous, fraudulent or unauthor
<br />transaction which was not otherwise caused by the Bank's gross negligence or willful misconduct.
<br />e) Indemnify and hold Bank, its affiliates, subsidiaries, officers, directors and employees harmless against any claim, loss, dam
<br />deficiency, penalty, cast or expense resulting from: (a) any breach or default by the Customer in the performance or observance of thi
<br />any other Agreement; (b) any negligence or willful misconduct of the Customer; (c) incorrect, incomplete, or inaccurate date
<br />information famished by Customer to Bank; (d) any action taken by Bank (i) at the direction of Customer or its agent, (ii) at any direc
<br />authenticated by any device, symbol, or code assigned to or chosen by Customer in connection with a Service (unless Bank has ac
<br />knowledge that such direction is unauthorized), or (iii) in accordance with the procedures set forth in any Attachment.
<br />3. Bank's Duties. Bank shall:
<br />a) Instruct Customer and its personnel in the proper use and operation of the Service(s) furnished herewith.
<br />b) Exercise ordinary care in the performance of Bank's obligations under this Agreement and any Attachment, including the maintenanc
<br />the confidentiality of Customer's account and of any identification device, symbol, or code utilized by Customer in obtaining a Service.
<br />c) Not be responsible for any liability, loss or damage resulting from any delay in its performance of, or from any failure to perform
<br />responsibilities under this Agreement or any Attachment, or for any error in transmission which: (i) was not caused by the Bank's g
<br />negligence or willful misconduct; (ii) results from any malfunction, including date related processing, that may occur in Custom
<br />computer software or computer system; or (iii) from an act of God; a natural catastrophe ar event, whether or not abetted or aggravates
<br />human or unnatural agencies; the unavailability, interruption, or malfunction of communications facilities or utilities; acts of, delays
<br />failures to act by other banks or financial institutions, intermediaries or their personnel; and criminal acts by persons other than B
<br />personnel; or any other circumstances beyond the Bank's control.
<br />d) Consistent with any security procedures agreed upon between Bank and Customer, confirm the identity of any person executin
<br />transaction pursuant to this Agreement or any Attachment. The Bank, otherwise, may rely upon any written or verbal instruction by
<br />person if the bank reasonably believes such authority is genuine and shall not be liable or responsible for any action taken or not take
<br />accordance thereof.
<br />e) Indemnify and hold Customer harmless against any loss, damage, deficiency, penalty, cost or expense claims brought against Customs
<br />the extent that such claims arise out of the Bank's gross negligence or willful misconduct. Any liability of Bank to Customer shaT
<br />limited to direct lasses suffered by Customer, not to exceed the sum of the fees and charges then imposed for Services purchased
<br />Customer hereunder for a period of one year.
<br />EXCEPT AS PROVIDED IN THIS AGREEMENT, THE BANK MAKES NO REPRESENTATION OR WARRANTY, WHETF
<br />STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIlVIITATION ANY WARRANTIES OF MERCHANTABILITY
<br />FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT AND UNDER ANY CIRCUMSTANCES SHALL BANK BE LIABLE FOR A
<br />Rev. 3/99
<br />F0003560027
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