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<br />5. Funds Transfer Instructions.
<br />5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's
<br />acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and
<br />within the Bank's established cut -off hours on such days. Communications requesting cancellation or amendment of funds transfer Instructions
<br />must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the
<br />communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the
<br />beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer
<br />authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit
<br />processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance
<br />of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in
<br />writing. The Bank shall not be required to inquire into the circumstances of any transaction.
<br />5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds
<br />transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing
<br />the funds transfer Instruction that the Bank deems reasonable in the circumstances.
<br />5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying
<br />number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person
<br />different from the beneficiary, the beneficiary's bank or intermediary bank identified by name.
<br />5.4 Foreign Exchange. If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency (the "Non -
<br />Account Currency") other than the currency of the Account (the "Account Currency"), the Bank is authorized to enter into a foreign exchange
<br />transaction to sell to the Customer the amount of Non - Account Currency required to complete the funds transfer and debit the Account for the
<br />purchase price of the Non - Account Currency. If the Bank accepts a funds transfer Instruction for payment to the Account in a Non - Account
<br />Currency, the Bank is authorized to purchase the Non - Account Currency from the Customer and to credit the purchase price to the Customer's
<br />Account in lieu of the Non - Account Currency. The purchase price for the foregoing transactions shall be at a rate and spread as the Bank
<br />determines in its discretion and may differ from rates at which comparable transactions are entered into with other customers or the range of
<br />foreign exchange rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date. Any such foreign
<br />exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the
<br />Customer.
<br />Foreign Exchange Cancellations, Reversals and Buybacks. Notwithstanding any prior action or course of dealing, subject to applicable law,
<br />the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the
<br />Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign
<br />currencies once purchased.
<br />5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the
<br />Customer in a Non - Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of
<br />issuance, and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a
<br />foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. Following such cancellation, the
<br />Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft.
<br />6. Interest; Fees; Taxes.
<br />6.1 Interest. The Bank may pay interest on balances in interest - bearing Accounts at rates determined by the Bank, subject to any withholding or
<br />deduction for tax as required by applicable law, and is authorized to perform any other function (including blocking or suspending the Accounts)
<br />as required by applicable law or practice of any relevant tax authority or in accordance with the Bank's usual business practice. The Bank may
<br />deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). To the
<br />extent market interest rates are negative, the rate applied by the Bank to interest - bearing Accounts may be negative, in which case the
<br />Customer may be required to make a negative rate payment, which the Bank shall also be entitled to collect by debiting the Account.
<br />6.2 Fees and Taxes.
<br />(a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction,
<br />maintenance, balance- deficiency, and service fees and other charges (collectively "Fees "). The Bank may debit any Account for Fees
<br />and /or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes" shall mean any taxes (including
<br />value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and
<br />withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services
<br />(including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank.
<br />(b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank shall be in full, without set -off or counterclaim.
<br />and free of any withholding or deduction (collectively, a "Deduction ") related to any tax or other claim, unless a Deduction is required by
<br />applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shalt
<br />(1) ensure that the Deduction is made;
<br />PN: 1125418 DOC ID: 5 Page 19 of 51
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