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<br />admowledges and assumes any expense in connection with such transfers, which may be incurred by Bank in addition to normal and customary charges. Customer is
<br />obligated to comply with all laws relating to the transfer offimds for foreign countries, individuals or agencies. Noncompliance may result in the delay offimds
<br />transfer, rilles equivaleDl to a percentage of the principal or confiscation of the entire principal amount of the transfer if an attempt is made to traDsfer fimds to a
<br />sanctioned individual, agency and/or country.
<br />12. Foreilln C",.,.mcv. If a transfer (whether by Draft or otherwise) is in currency other than U. S. Dollars, the rate of conversion sbal1 be
<br />according to Bank's then stated rate. If a transfer is in U.S. Dollars, but is to be converted by Correspondent to the currency of the place of paymeDl, then such
<br />conversion shall be at Correspondent's conversion rate at time of payment.
<br />13. LiDbililv: rntkmnilies: Remedies. (a) Bank's only responsibility and liability to Customer from and against all liabilities, claims, losses,
<br />costs, expenses (including reasonable attorneys' fees and costs). and damages of any and every kind (including direct. indirect. incidental, consequential, and punitive,
<br />the "CabnI") caused (including Claims caused by Bank's negligence or gross negligence), incurred, suffered by, or asserted against Bank arising out of or resulting.
<br />directly or indirectly, in connection with this Agreement or the transfer contemplated herein shall be to compensate Customer as expressly provided by the Uniform
<br />Commercial Code Article 4A; as adopted by the State of Texas.
<br />(b) Customer agrees to hold harmless, defend, and indemnifY Bank, its officers, directors, agents, employees, and all persons in privity with it
<br />(the "IndenmUled Parties") from and against any and all liabilities, claims, costs. expenses, losses and damages of any and every kind (including reasonable attorneys'
<br />fees and costs) arising out of or resulting, directly or indirectly, from the acts or omissions of Customer in connection with this Agreement or the transfers contemplated
<br />herein, except to the extent of Bank's liability under the above Paragraph.
<br />(c) BANK'S LIMITED RESPONSmlLITY AND IlABILlTY AS SET FORTH HEREIN CONSTITIJTES CUSTOMER'S SOLE AND
<br />EXCLUSIVE REMEDIES UNDER THIS AGREEMENT IN LIEU OF ALL OTHER REMEDIES, WHETHER EXPRESSED OR IMPLIED AND WHETHER AT
<br />LAW OR IN EQUITY, AND BANK HEREBY DISCLAIMS, AND CUSTOMER W AlVES (ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL
<br />CLAIMS REGARDING LOSS OF REVENUE, INCOME, PROFIT, AND USE, OR DAMAGES) AND RELINQUISHES CUSTOMER'S RIGHT TO ANY OTHER
<br />REMEDY AND TO ALL CUSTOMER'S CLAIMS. THE EXTENT OF UABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND
<br />SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH ABOVE.
<br />(d) Bank may use Correspondents or other agencies in connection with any transaction hereunder, but shall not be liable for their improper or
<br />negligent acts or omissions to ad.. No liability shall attach to Bank or to such'Correspondents or agencies for any losses or damages in consequence of present or future
<br />laws, censorships, regulations, decrees, orders, controls or restrictions rightfully or wrongfully exercised by any de facto or de jure domestic or foreign government or
<br />agency. Bank shall not be liable on or in connection with any Draft unless the Draft is presented to the drawee within a reasonable time after delivery, or unless the
<br />beneficiary or the tnlnsfer shall make demand for payment of such transfer within a reasonable time after the issuance thereot; Bank shall not be responsible for the
<br />failure of the drawee or its paying Correspondents to identity the payee or person entitle to the payment of such Draft or transfer. In connection with a Draft, Bank
<br />assumes no responsibility beyond making available to the drawee fimds or credits for the payment of the Draft, and Bank shall not be responsible for insolvency of the
<br />drawee, or errors, delays, omissions or defaults of the drawee.
<br />14. Force Ma;ueF'e. Bank shall have no responsibility or liability for failure or delay in perfonnaDCe pursuant to the terms of this Agreement when
<br />such failure or delay is due to any natural disaster. rICe, flood, stonn, strike, labor unrest, war, riot, act of God, power failure, equipment failure, errors or sets by any
<br />third party or any other cause beyond Banks reasonable control.
<br />15. EHI:. Customer agrees to pay Bank's prevailing charges in effect from time to time for providing the services utilized hereunder and Bank may
<br />charge Customer's account therefore. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof.
<br />16. Tenn. This agreement may be terminated by either party upon not less than thirty (30) days written notice to the other, and any such
<br />termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by Customer, Bank may immediately terminate
<br />this Agreement upon written notice to Customer. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which
<br />may have arisen or aCCIUed prior to such termination or expiration.
<br />17. Ewe Allreemenl. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of
<br />this Agreement ~mer agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed hereilL Except as specifically
<br />provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties.
<br />18. SeveF'abililv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be delete-f, and th~
<br />remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision bad never been contained thereilL
<br />19. Panies Bound. This Agreement is a legal, vaJ.id, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank"
<br />shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto
<br />and their respective heirs, successors, and assigns; however, this Agreement may not be assigned by Customer without prior written consent of Bank.
<br />20. Notit:e. Except as otherwise provided, all notices required or permitted under this Agreemeut shall be deemed to have been given (a) when
<br />delivered in hand by messenger or overnight courier service. (b) on the third banking business day when mailed by United States mai' registered or certified mail,
<br />retumreceipt requested, postage prepaid, and addressed as set forth below. or (c) upon receipt of an acknowledged facsimile traDsmitta1. Either party may from time to
<br />time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective.
<br />21. NOII-WailleF'. No delay or omission by either to exercise any right or power hereunder sha11 impair such right or power or be construed
<br />to be a waiver thereof. A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be waiver of any
<br />succeeding breach or of any other covenant.
<br />22. T"tIh to DllF'a1!1'flDhs. The titles to the paragraphs used in this AgreemeDl are for reference purposes only and sha11 not be used to interpret the
<br />contents thereof.
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<br />EXECUTED as of ~ - ~ Lj.
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<br />DO
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<br />by the duly authorized representatives of the parties hereto.
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<br />BAYSHORE NATIONAL BANK
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<br />Print Name:
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<br />Title:
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<br />Funds Transfer Agreement
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