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.....�.. has advised Company that if it does not use either of these Services, Bank will be unable to prevent losses from counterfeit and certain other types of fraudulent checks and Company will be treated as having assumed the risk of those losses. 11. Company's Enqui�ies and Instructions Regarding Disbursement Account. Company will direct all enquiries and instrudions (including by way of example and not by way of limitation stop payment orders)to Bank. In no event will any such enquiries or instructions be directed to Disbursing Bank. 12. Liability and Indemniflcation. In addition to the liability and indemniflca�on provisions in the Master Agreement, neither Bank nor any Disbursing Bank will be liable for any claim,demands, judgmer�ts or expenses ("Losses") paid, suffered or incuRed by Company, and Company wifl indemnify Bank and each Disbursing Bank from and hold each of them harmless against any Losses paid, suffered or incurred by them, arising directly or indirectly as a result of or in connection with: . (a) Company's performance or failure to perform its obligations in accordance with this Service Descripfion; (b) Bank's or any Disbursing Bank's acting on any information furnished by or on behalf of Company in any Service Documentation or othervvise; (c) Bank's or any Disbursing Bank's retum of any Check unpaid because Company has not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is d�awn sufficient to cover the Total Net Presentment; (d) Bank's or Disbursing Bank's dishonor and return of any Debit unpaid if Company issues the Debit before Bank notifies Company the Disbursement Account on which it was drawn is operational; (e) Bank's or any Disbursing Bank's nonpayment of a Debit, unless such nonpayment results directly and proximately from, respectively, Bank's or Disbursing Bank's gross negligence or willful misconduct; (� Bank or Disbursing Bank's late retum of any Debit as a result of, and any presentment- related problem resufting from, the failure of any Debit which has not been tested and approved by Bank or Disbursing Bank to conform in any respect to Bank's or Disbursing Bank's check spec�cations including without limitation faiture to include Bank's or Disbursing Bank's full name and address and Bank's full name on any check or payable through draft, (g) Except as otherwise provided under Bank's Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through Draft, Share Draft or Payable-If-Desired Service Descriptions, if Bank provides Company with ane or more of those services, Bank's payment of any check or payable-through draft which is unauthorized or contains a forged, unauthorized, incorrect or illegible endorsement, a forged or unauthorized signature, an alteration of amount or payee, or any other error, discrepancy or deficiency; or (h) Bank's exercise of its rights, or Bank's performance of its obligations, in accordance with . this Service Description or Bank's Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through, Share Draft, or Payable-If-Desired Service Descriptions, TM-1429 Conholbd Disbursement Servke Dex►iption Page 4 of 5 Revlsed 043a2014 ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT