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11/09/9S TUE 17:48 FAX 65032808r PENINSULA RCBO �OOa
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<br /> CONSEQUENT7AL,IIvCIDE1�TA,�,INDIItECT OR PUN�7'X'V'E DAMAGES,WHETHT�A�NY CLAnV1 Y5
<br /> BA�S��I ON CONTRACT OR TORT,VYT�ETHER THE LIKEL�OOb OF SUCH DAMAC�:S WAS KNOWN
<br /> TO R.ECYJX,YJS OR WELLS FARGO,ANA�EGARDLESS OF THE�'ORN�OF TI�E CLAIM Ult AC�'�ON,
<br /> INCLUI3YNG,�UT NOT LIMITED TO,AN'Y C'LAU�OR ACTION ALLEGINC G�iUSS NEGLIGENCE,
<br /> WILLFUL MYSCOIV'�XTC'�',�'A.�.URE TO EXERCISE ItEASONABLE CARE OR FAr[.URE'�O ACT IN
<br /> GOOD FAITH. Any action against Regultts or Wel[s Fargo by you unde�oC Celated to this Agreement or thC Lockbox
<br /> Service must be brought within twalve(l 2)months after the cause of action accrucs.
<br /> 9. TERMYN.A.'��ON. This Agrccment anc3 the�,ockbox Scrvice may be terminated by you,Re�ulus ar Welts
<br /> Fargo at any time by any of them giving thirty(3U)calandar days prior written notice of suclti termination to the other
<br /> two parties to tbis Agreement at their contact addresses specified at the end of.this Agreement;provided,however,that
<br /> this Agreement and the Lockbox Service may be terminated immediately upon written notice from Regulus or WeEls
<br /> Fargo ta you should you fail to make any payment whcn duc to Regutus ar Wells Fargv under the terms af this �
<br /> Agreement. Yott agree thai the Account may be closed as pcovided in the ACCOUnt Doeumentation. Your abligation to
<br /> report errors in advices of deposit and bank statements and ta pay the fees for the Laakbox Service charged 6y Regulus,
<br /> as weli as the representations and wancanties and indemnificadons made,and the lirnit�tions on the liabitiry of Wells
<br /> Fargo and Regalus accepted,by you uncEer this Agreement will continue aRer the termination ofthis Agtecment and/or
<br /> the closure of the Account with respect to all the eircumstances to which they are applieable existing or occurrin�
<br /> before such termination or etosure,ard any liability yau have with respect to your acts or amissions prior to sucG
<br /> termination or�losure will also survive such terminatian nr clasure. Upon aay such termination or closurc,(a)Regulus
<br /> will close the Lockbox,(b)�tcgulus will dispose af the mail addressed to the Loekbox in the manner instructed by you
<br /> for a period of three months after tha terminat[on date,unless arranged otherwise between yoa and Regcalus,with
<br /> Regulus' fees with respect ta such disposition being prepaid directly to Re�ulus at the time of such termiixation by a
<br /> chec�C�nade payable to"Regulus",and(c)all collected balanees in the Account on the date of the closure of the
<br /> Account will be transferred to you as reqvested by you in writing co Wells Fargo.
<br /> 10. 1VXODXI'ICATIONS,AMENDMENTS ANU WAIVERS. This�greement,including the Pxoccssing
<br /> Proeedures,may not be modificd or amended,or any provision thereof waived,exeept in a writing sigr�ad by s11 the
<br /> parties to this Agreement,
<br /> 11. NOTXCES. All notices frotn one party to anothor shall be in vvtiting, or bo maale by a tciccommunications
<br /> device capable of creating a written record,shall be delivered ta you,Regulus and/or Wells Fargo at their cot�tact
<br /> addresses specified after their signatures to this Agreement,or any other address of any party notifiad to the ather
<br /> parties in writing,and shall be effectiva up�n rcceipt. Any notioe sent by one parly to this Agreement to another party
<br /> shalt alsa be sent to the other two par�ties to this Agrccment.
<br /> 12. SUCC�SSb�tS AND ASSIGNS. You may not tissign or transfer your rights or obtigations utt�er this
<br /> Agreement to any person or antity without the pdar written consent of Regulus and Wells Fargo,which consent will
<br /> not be unreasonably withheld. Neither Wells Fargo nor Regulus may assign its rights or obligations under th'ss
<br /> Agrcament to any person or�ntity without youx prior written aonsent,which consent witl not bc unrcasanabty
<br /> withheld;provided,howavcx,that no such consent will be required if, in the case of We!!s Fargo,the assi�nee is a bank
<br /> a�tiate of Welts Fargo Bank,N,A.ar,in the case of Regulus,the assignee is a subcontractor hired by Regu[us to
<br /> perfornt some vr a11 oPthe Rem9ttance prucessing obligatIons of Regulus under this Agreement.
<br /> 13. GOVEItNING LA'VV. Yau undcrstand that We[ls�argo's provision ofthe Lockbox Service and the other
<br /> services it is ta provide ut�der this Agreecriant are subjeet to£Ederal laws and regulations. To the extent that such
<br /> federal laws and re�ulations are not applicable,if this A�reement is with,and the Aocount�s held by,(a)Wells Fargo
<br /> Bank,N.A.,this Agreemcnt shalE be govarned by and be construed in accordance with the laws of tha State af
<br /> California,or(b)WeEls�argo Bank(Texas),N.A.,this,A.greement sliall be govemod by and be construed in
<br /> accordanc�with the laws of the State of Toxas.
<br /> 14. SEVERABILITY, To the extent that this Agreement or the�.ockhox Scrvice are inconsistent with,or
<br /> prohibited or unenforceable under,Tny$pplicable law oc Cegulation,Chey wil! be deemed ineffective only to die extent
<br /> ibx3natx.doa 3 of 4 ou6�a
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