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(e) t to Re y„pn 1_n!mctio U. Iron Mountain may act in reliance upon any instruction, instrument, or signature
<br />reasonably believed by Iron Mountain to be genuine. Iron Mountain may assume that any employee of a Party to this
<br />Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be
<br />required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or
<br />document, Iron Mountain shall not be responsible for failure to act as a result of causes beyond the reasonable control
<br />of Iron Mountain.
<br />(f) Force Maieure. Except for the obligation to pay monies due and owing, no Party shall be liable for any delay or
<br />failure in performance due to events outside the defaulting Party's reasonable control, including without limitation
<br />acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of
<br />common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused
<br />Party shall be extended on a day -to -day basis for the time period equal to the period of the excusable delay.
<br />(g) Notices, All notices regarding Exhibit C shall be sent by commercial express mail. All other correspondence,
<br />including invoices, payments, and other documents and communications, shall be sent by (i) electronic mail; (ii) via
<br />regular mail to the Parties at the addresses specified in the Authorized Persons/Notices Table which shall include the
<br />title(s) of the individual(s) authorized to receive notices; or (iii) via the online portal maintained at the Iron Mountain
<br />Website. It shall be the responsibility of the Parties to notify each other as provided in this Section in the event of a
<br />change of physical or e-mail addresses. The Parties shall have the right to rely on the last known address of the other
<br />Parties. Any correctly addressed notice or last known address of the other Parties that is relied on herein that is
<br />refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall
<br />be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic
<br />mail, the postal authorities by mail, through messenger or commercial express delivery services,
<br />(h) No Waiv . No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any
<br />other right under this Agreement.
<br />(i) Assignment. No assignment of this Agreement by Depositor and/or Beneficiary or any rights or obligations of
<br />Depositor and/or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain, which
<br />shall not be unreasonably withheld or delayed.
<br />Q) Severabihty. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise
<br />unenforceable by ally court of competentjurisdiction, such term(s) shall be null and void and shall be deemed deleted
<br />from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding
<br />the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired
<br />for either Party, as determined by such Party in its sole discretion, then the affected Party may terminate this
<br />Agreement by notice to the others.
<br />(k) Independent Contra�nshl,B. Depositor and Beneficiary understand, acknowledge, and agree that Iron
<br />Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in
<br />this Agreement is intended to or should be construed to create a partnership, joint venture, or employment
<br />relationship.
<br />(1) Atto e s Fees. In any suitor proceeding between the Parties relating to this Agreement, the prevailing Party will
<br />have the right to recover from the uther(s) it's costs and reasonable fees and expenses of attorneys, accountants, and
<br />other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal,
<br />separately from and in addition to any other amount included in suchjudgment. This provision is intended to be
<br />severable from the other provisions of this Agreement, and shall survive and not be merged into any suchjudgment.
<br />(m) No Agency, No Party has the right or authority to, and shall not, assume or meate any obligation of any nature
<br />whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever.
<br />(n) Disputes. Any dispute, difference or question relating to or arising among any of the Parties concerning the
<br />construction, meaning, effect or implementation of this Agreement or any Party hereof will be submitted to, and
<br />settled by arbitration by a single arbitrator of the American Arbitration Association in accordance with the
<br />Commercial Rules of the American Arbitration Association. Unless otherwise agreed by the Parties, arbitration will
<br />take place in San Diego, California, U.S,A.. Any court having jurisdiction over the matter may enter judgment on the
<br />award of the arbitrator. Service of a petition to confirm the arbitration award may be made by regular mail or by
<br />commercial express mail, to the attorney for the Party or, if unrepresented, to the Parry at the last known business
<br />address. If however, Depositor and/or Beneficiary refuse to submit to arbitration, the matter shall not be submitted to
<br />arbitration and Cron Mountain may submit the matter to any court of competent jurisdiction for an intetpleader or
<br />similar action. Unless adjudged otherwise, any costs of arbitration Incurred by Iron Mountain, including reasonable
<br />allumey's fees and costs, shall be divided equally and paid by Depositor and Beneficiary.
<br />(o) Regulations. All Parties are responsible for and warrant - to the extent of their individual actions or omissions -
<br />compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export
<br />MA3. 100105 NA Pago 5 of 16
<br />25B -131
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