Payment of Presented Items and Reporting Exception Items. Bank shall compare each Presented Check (other than checks not covered as discussed in Section 2.8) to the checks uploaded and identified as received by the Bank from Company. Bank will not review or attempt to match the Payee on the check even if Company has provided Bank with the Payee information unless Company is enrolled in the Payee Match service. Company has sole responsibility for matching the Payee on the checks identified by Company in the File, unless Company is enrolled in the Payee Match service. In the event that the check number and the amount of the Presented Check match the item uploaded in the Positive Pay service but the Payee does not match, the Presented Check shall not be designated as an Exception Item subject to further review by Company, unless Company is enrolled in the Payee Match service. If Company is enrolled in the Payee Match service, Company acknowledges and agrees that Bank shall use reasonable efforts to match the name of the Payee on the item uploaded to the Positive Pay service to the Presented Check and that Bank shall not be liable to Company if Bank is not able to match the Payee designated in the item uploaded to the Positive Pay service to the Presented Check. Each Matched Check or check within the Exception Items which Company authorizes Bank to pay in accordance with this service will be paid without Bank performing its customary (or any other) check verification procedures. Bank will have no liability whatsoever for paying such Matched Check or Company authorized check even if its serial number or amount is altered, or even if it is a counterfeit, bears a forged or unauthorized signature or was otherwise not validly issued. Company acknowledges and agrees that each Presented Check which Bank pays in accordance with this Agreement will be conclusively deemed to be properly payable.
