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A TRUE COPY CERTIFICATION CN LAST PACE J.R. SMITH, CLERK interpreted so as to achieve, to the extent permitted by any such notice or communication as being given to all applicable law, the purposes intended by the original Account owners when such notice or communication is provision,and the remaining provisions of this Agreement given to any one Account owner. shall continue intact. In the event that any statute, regulation or government policy to which Bank is subject 28. Jury Trial Waiver. BANK AND CUSTOMER and that governs or affects the transactions contemplated by EACH AGREE THAT NEITHER BANK NOR this Agreement,would invalidate or modify any portion of CUSTOMER SHALL(I)SEEK A JURY TRIAL IN ANY this Agreement, then this Agreement or any part thereof LAWSUIT, PROCEEDING, COUNTERCLAIM, OR shall be deemed amended to the extent necessary to comply ANY OTHER ACTION BASED UPON, OR ARISING with such statute,regulation or policy,and Bank shall incur OUT OF,THIS AGREEMENT OR ANY ACCOUNT OR no liability to Customer as a result of Bank's compliance THE DEALINGS OF THE RELATIONSHIP BETWEEN with such statute,regulation or policy. BANK AND CUSTOMER, OR (H) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH 23. Assignment and Delegation. Bank may assign ANOTHER IN WHICH A JURY TRIAL CANNOT BE any of its rights or delegate any of its responsibilities in OR HAS NOT BEEN WAIVED. THE PROVISIONS OF whole or in part without notice to or consent from THIS SECTION SHALL BE SUBJECT TO NO Customer. Customer may not assign,delegate or otherwise EXCEPTIONS. NEITHER BANK NOR CUSTOMER transfer its rights or responsibilities under this Agreement HAS AGREED WITH OR REPRESENTED TO THE without Bank's prior written consent,which consent Bank OTHER THAT THE PROVISIONS OF THIS SECTION may grant or withhold in its sole discretion. WILL NOT BE FULLY ENFORCED IN ALL 24. Successors. This Agreement shall be binding INSTANCES. BANK AND CUSTOMER EACH ACKNOWLEDGE THAT THIS WAIVER HAS BEEN upon and inure to the benefit of the parties and their KNOWINGLY AND VOLUNTARILY MADE. The successors and permitted assigns. provisions of this Section 28 shall survive termination of 25. Non-Waiver. No deviation from any of the this Agreement. terms and conditions set forth or incorporated in this 29. Beneficiaries. This Agreement is for the benefit Agreement shall constitute a waiver of any right or duty of only of the undersigned parties hereto and is not intended to either party, and the failure of either party to exercise any and shall not be construed as granting any rights to or of its rights hereunder on any occasion shall not be deemed otherwise benefiting any other person. to be a waiver of such rights on any future occasion. 2 30. Recording of Communications. Customer and 6. Governing Law. Any claim, controversy or dispute arising under or related to this Agreement shall be Bank agree that all telephone conversations a data in governed by and interpreted in accordance with federal law transmissions between them or their agents ma and,to the extent not preempted or inconsistent therewith, connection with this Agreement and related to the Services by the laws of the State of New Jersey. may be recorded and retained by either party by use of any reasonable means,except as otherwise expressly prohibited 27. Notices. or limited by applicable law. 31. Facsimile Signature. The parties acknowledge 27.1 Except as otherwise expressly provided and agree that this Agreement and any Appendix or in this Agreement,all notices that are required or permitted Amended Appendices may be executed and delivered by to be given by Customer (including all documents facsimile, and that a facsimile signature shall treated e. incorporated herein by reference)shall be sent by first class a mail,postage prepaid,and addressed to Bank at the address and have the same force and effect as an original l signature. Notwithstanding the foregoing, Bank may, t its sole and provided to Customer in writing for that purpose.All such exclusive discretion, also require Customer to deliver this notices shall be effective upon receipt. Agreement and any Appendix or Amended Appendices 27.2 Customer authorizes Bank to, and with an original signature for its records. Customer agrees that Bank may, send any notice or 32. Relationship. Customer and Bank are not,and communication that Bank is required or permitted to give Customer and Bank's licensors are not, partners, joint to Customer under this Agreement, including but not venturers or agents of each other as a result of this limited to notice of any change to the Services, this Agreement. Agreement or any Appendix, to Customer's business mailing address or Customer's business e-mail address as it 33. Third-Party Service Provider Activities. appears on Bank's records,or electronically by posting the notice on Bank's website, on an Account statement or via 33.1 Customer As a Third-Party Service facsimile, and that any such notice or communication will Provider. Subject to Bank's prior approval and in its sole be effective and deemed delivered when provided to and exclusive discretion,Customer may be permitted to use Customer in such a manner. Customer agrees to notify one or more of the Services provided hereunder on behalf Bank promptly about any change in Customer's business of and in conjunction with Accounts that belong to mailing or Customer's business e-mail address and Customer's clients, who may or may not otherwise be acknowledges and agrees that no such change will be effective until Bank has had a reasonable opportunity to act upon such notice. Customer agrees that Bank may consider 10 of 58 0916