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the Disbursement Acxou�t on which the Debit is drawn at the time the Disbursing Bank makes
<br /> its payment decision.
<br /> 7. Company's Agreement to Repay Bank's Advances to Dlsbursement Account(s).
<br /> Company will unconditionally pay Bank on demand without setoff or counterclaim in good and
<br /> collected funds the full amount of any advance Bank makes pursuant to Section 4(a) and
<br /> Section 5 plus Bank's fees and costs incurred in connection with such advance.
<br /> 8. Security Interest. As security for the Obligations (as defined in this Section 8), Company
<br /> pledges to Bank, and grants a lien to Bank on, and a security interest in, the following and the
<br /> proceeds the�eof (collectively, the "Collateral°) as security for the prompt satisfaction of the
<br /> Obligations: (a) all amounts from time to time on deposit in, or withdrawable from, Fu�ding
<br /> Account, all of Company's other accounts with Bank and Bank's affiliates and each
<br /> Disbursement Accounts, and (b)any of Company's property, or property in which Company has
<br /> an interest, now or at any time delive�ed, conveyed, transferred, assigned, pledged or paid to
<br /> Bank in any manner whatsoever. °Obiigations° indudes any and ali advances, debts, loans,
<br /> obiigations and liabilities that Company owes Bank and Bank's affiliates pursuant to the terms of
<br /> this Service Description, including without limitation any advances Bank makes to Funding
<br /> Account(s) pursuant to Section 4(a) of this Service Description and any advances Bank makes
<br /> to Disbursement Account(s) pursuant to Section 5 of this Service Description. Bank's receipt at
<br /> any time of any kind of security, including without limitation cash,wilf not be deemed a waiver of
<br /> any of Bank's rights or powers under any agreement Company has signed in Bank's favor.
<br /> Company will sign and deliver to Bank, on demand, all such security, cont�ol or other
<br /> ag�eements, financing statements and other documents as Bank may at any time request which
<br /> are necessary or desirable(in Bank's sole opinion)to grant to Bank a perfected security interest
<br /> in and to any or all of the Collateral. At the time any Obligation becomes due and payable,
<br /> Bank may sell or otherwise apply or dispose of any and all Collateral, received or to be
<br /> received, in such parcel or parcels, at such time or times, at such place or places,for such price
<br /> or prices and upon such terms and conditions as Bank may deem proper, and Bank may apply
<br /> the net proceeds of the sale or sales, application or other disposition, together with any sums
<br /> credited by or due from Bank to Company, to the payment of any and all of the Obligations, all
<br /> without prejudice to Bank's rights against Company with �espect to any and all of the
<br /> Obligations which may be or remain outstanding or unpaid. Company expressly waives any
<br /> right to require Bank to make any p�esentment or demand, or give any notices of any kind,
<br /> including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of
<br /> protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. Any
<br /> requirement of reasonable notice to Company with respect to the sale or other disposition of
<br /> Collateral will be met if the notice is given at least five calendar days before the date any sale,
<br /> application or other disposition will be made. Bank's rights and remedies under any agreements
<br /> or instruments signed by Company in Bank's favor are in addition to, and not exclusive of, any
<br /> rights or remedies otherwise available to Bank under applicable law.
<br /> 9. Fees. Fees for this Service may, in whole or in part, be based on the applicable fees charged
<br /> by each Disbursing Bank and will be separately disclosed to Company. Fees will not be
<br /> prorated if the Senrice terminates before the end of a calendar month.
<br /> 10. Protection Against Fraudulent Checks. Company and Bank acknowledge that there is a
<br /> growing risk of loss resulting from the increasing use of counterteit and certain other types of
<br /> fraudulent checks. Company recognizes that controlled disbursement service customers are
<br /> especially susceptible to losses from these checks. Company is aware that 8ank offers
<br /> services known as "Image Positive Pay" and "Reverse Positive Pa�'which are effective means
<br /> of controlling risk from counterFeit checks and certain other types of fraudulent checks. Bank
<br /> TM-1429 Cornrolkd Ws6ursement Servke Desc�iptbn Pepe 9 0/5
<br /> ReNssd 04-3a20i4
<br /> ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT
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