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� . Exception Item unpaid (regardless of Company's Default Option). If Bank is unable to obtain Company's instructions prior to the Decision Deadline regarding a Holdover Exception Item described in subsection 7.3, Bank will process the Holdover Exception Item in accordance with Compan�s Default Option. 10. Teiler Line Checks. A Check presented for encashment at Bank's teller line is a "teller line Check". A teller line Check that is not included in Company's Check Issue Data on file with Bank at the time it is presented for encashment is a "teller line Exception Item". Bank will take those steps to review and cash or refuse to cash a teller line Exoeption Item as Bank in its sole discretion determines are commercially reasonable. Company may instnict Bank to exclude all teller line Checks from this process, in which event each teller line Chedc will be deemed to be a Matching Check, even if it is not included in Company's Check Issue Data on file with Bank at the time it is presented for encashment. 71. Limitation of Uability and Indemniflcation. Bank will pay each Check Company has authorized Bank to pay in accordance with this Service Description (including each Matching Check) and each Check Company is deemed to have authorized Bank to pay (including each Check Bank pays in accordance with Company's Default Option) without pertorming any Check verification procedure other than those procedures described in this Se�vice Descripbon. Bank will have no liability for paying a Matching Check or an Exception Item Company is deemed to have approved if (a) there is an alteration in its serial number or amouM; (b) it is counte�feit, bears a forged or unauthori2ed signature; or(c) it was othervvise not validly issued. Each Check that Bank pays in accordance with this Service Description will be deemed to be properly payable, and each Check that Bank retums in accordance with this Service Description will be deemed not to be properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, Company (i) indemnifies and holds Bank harmless from any and all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of fegal counsel and accountants)that Bank may suffer or incur as a �esult of Bank's payment or return of a Check at Company's instruction or otherwise in accordance w�th sections 9 or 10 of this Service Description, and (ii) releases and forever discharges Bank from all claims and damages,whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which Company has, or claims to have against Bank relating to the payment or retum of any Check in accordance with this Service Description. 12. Stop Payment; Cancel and Void Instructions; Stale-Dated Checks. Company will not use the Service as a substitute for Bank's stop payment service. Company will follow Bank's standard stop payment procedures if it desires to stop payment on a Check that was validly issued. Company will use(a) a cancel instruction onty to delete an outstanding Check included in its Check Issue Data and (b) a void instruction only to notify Bank that a Check included in Company's Check Issue Data has been destroyed and wil� not be re-issued. If Company elects to use Bank's "stale-dated" featu�e, Bank will return each Matching Check that is stale-dated unless Company instructs Bank to pay the Check. A Check is "stale-dated" when it is a Matching Check with an issue date exceeding the number of months Company elects as its stale date. 13. Bank'a Right to Retum Checks. Nothing in this Service Description will (imit Bank's right to �etum any Check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines (a) the Check is not properly payable for any reason (without Bank's agreeing to, or being required to, make such determination in any circumstance), or(b) there are insufficient collected and available funds in the Account to pay the Check. As between Company and Bank, any determination by Bank not to pay a Check will not constitute wrongful dishonor of such Check. 711�1418 Imaqe Pnai[hro Pay SeMce Dssaiption Payr 4 of 5 l�vlsed 04�2014 ATTY/AGR/2016.186NVELLS FARGO BANKING AGREEMENT