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<br />e <br /> <br />e. <br /> <br />acknowledges 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 offunds for foreign countries, individuals or agencies. Noncompliance may result in the delay of funds <br />transfer, fines equivalent to a percentage of the principal or confiscation of the entire principal amount of the transfer if an attempt is made to transfer timds to a <br />sanctioned individual, agency and/or country. <br />12. Forebln Cunmcv. If a transfer (whether by Draft or otherwise) is in currency other than U. S. Dollars, the rate of conversion sba11 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 cwrency of the place of payment, then tIlch <br />conversion shall be at Correspondent's conversion rate at time of payment. <br />13. Litzbililv: Intlnnnities: 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 "QaiJns'') caused (including Claims caused by Banlc.'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 Stale of Texas. <br />(b) Customer agrees to hold harmless. defend. and indenmifY Bank. its officers, directors. agents, employees, and all persons in privity with it <br />(the "JndenmUled 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 RESPONSIBILITY AND UABn.ITY AS SET FORTH HEREIN CONSTITUTES 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 WAIVES (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 UABIUTY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND <br />SOLELY TO THE Cm.CUMST ANCES 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 act. No liability shall attach to Banlc. or to such Correspondents or agencies for any losses or damages in consequence of present or fucure <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 transfer 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 identifY 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 funds 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 Maiul!1'& Bank shall have no responsibility or liability for failure or delay in performance pursuant to the tenns of this Agreement when <br />such failure or delay is due to any natural disaster, fire, flood, stonn, strike, labor unrest, war. riot, act of God, power failure. equipment failure, errors or acts by any <br />third party or any other cause beyond Banks reasonable control <br />15. C!s.. 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 tenns hereof. <br />16. Term. 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 tenninate <br />this Agreement upon written notice to Customer. No tennination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which <br />may have arisen or accrued prior to such termination or expiration. <br />17. Entire Apreement This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of <br />this Agreement. ~omer agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed herein. Except as specifically <br />provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. <br />18. "SePt!1'abililv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be delete-l. and th~ <br />remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision bad never been contained therein. <br />19. Partia Bound. This Agreement is a legal, vaJid, 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. NotU:& Except as otherwise provided, all notices required or permitted under this Agreement 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 Stales mail, registered or certified mail, <br />return receipt requested, postage prepaid, and addressed as set forth below, or (c) upon receipt of an acknowledged facsimile transmittal. 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. ,Non-WaiYl!1'. No delay or omission by either to exercise any right or power hereunder shall impair such right or power or be cons1zued <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 coDStrued to be waiver of any <br />succeeding breach or of any other covenant. <br />22. Tille to DtU'tJpr/IDM. The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the <br />contents thereof. <br /> <br />EXECUTED as of -" ~ Lj. <br /> <br />{)() <br /> <br />by the duly authorized representatives of the parties hereto. <br /> <br />BAYSHORE NATIONAL BANK <br /> <br /> <br />Signature: <br /> <br />CUSTOMER <br /> <br />~_:~~ ~~J <br /> <br />Print Name: <br /> <br />Title: <br /> <br />Title: <br /> <br />Funds Transfer Agreement <br /> <br />2 <br />