EASTERN NATIONAL BANK

CO SPO ENT a
BANK AG EMENT

Correspondent: Banco de la Fuerza Armada Nacional Bolivariano, C.A. (BANFANB)

Address: Avenida Venezuela, Urbanización El Rosal, Torre BANFANB, Municipio

Chacao

City: Caracas_________________ Country: Venezuela

In consideration for opening or maintaining one or more Correspondent Account(s) (hereinafter j ointly and severally
referred to solely as "Account(s)") with EASTERN NATIONAL BANK, a National chartered, FDIC insured,
financial institution ("ENB"), the correspondent bank opening or maintaining such Account(s) (the "BANK")
covenants with ENB as follows:
1. Definitions. In this Agreement the following terms have the following meanings (such meanings to be
equally applicable to both the singular and the plural forms of the terms defined):

"Account" means any formal banking or business relationship established by ENB for BANK to provide regular
services, dealings and other fmancial transactions. It includes demand deposit, savings deposit or other transaction
or asset account and a credit account, or other extension of credit.
"Affiliate" means a foreign bank that is controlled by or is under common control with a depository institution,
credit union, or foreign bank.
"Bank or banking institution" means any person having a current valid charter or other lawful authorization, under
the laws of the United States or any state jurisdiction thereof, authorizing such person to conduct banking business,
including but not limited to, state chartered banks, industrial savings banks, building and loan associations, savings
and loan association, state or federal agencies or branches of foreign banks, national banks, Edge Act corporations
or other similarly chartered entities.
'Ranking Day" means any day commercial banks in Miami-Dade, Florida, USA are required to be open to the
publi c.
"Certain Foreign Bank" means a foreign bank as defmed in 31 U.S.C. §5318(i)(2)(A) and 4(A), and its
implementing regulations.
"Correspondent Account" means an account established by ENB on behalf of BANK to receive deposits from, to
make payments or other disbursements on behalf of, BANK or to handle other transactions related to BANK.
Correspondent accounts for or on behalf of BANK include, but are not limited to: (a) accounts to purchase, sell,
lend, or otherwise hold securities, including securities with repurchase arrangements; (b) prime brokerage accounts
that clear and settle securities transactions for clients; (c) "due to" accounts; (d) accounts for trading foreign
currency; (e) foreign exchange contracts; (f) custody accounts for holding securities or other assets in connection
with securities transactions as collateral; and (g) over-the-counter derivative contracts.
"Miami-Dade" means the County of Miami-Dade, Florida, USA.
"Physical Presence" means a place of business that is maintained by a foreign bank and is located at a fixed address,
other than solely a post office box or an electronic address, in a country in which the foreign bank is authorized to
conduct banking activities, at which location the foreign bank: (1) employs one or more -individuals on a full-time
basis; (2) maintains-operating records related to its banking activities; and (3) is subject to inspection by the banking
authority that licensed the foreign bank to conduct banking activities.
"Regulated Affiliate" means a foreign shell bank that (1) is an affiliate of a depository institution, credit union or
foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is
subject to supervision by a banking authority in the foreign country regulating such affiliated depository institution,
credit union, or foreign bank.
"Shell Bank" means a foreign bank without a physical presence in any country.
"State of Florida" or simply "Florida" means the State of Florida, United States of America.
"United States", "U.S." or "USA" means the United States of America.

2. Authorized Signatures. Prior to the opening of any Account(s), the BANK shall deliver to ENB its
signature book bearing the narres and original sample signatures of those officers and employees of the BANK who
shall have signature authority over the Account(s). Each of the persons whose signature appears in the BANK's
signature book shall be authorized to sign singly on the Account(s), unless specifically indicated otherwise in the
signature book. Except as otherwise provided in this Agreement, ENB is authorized, without limitation, to
recognize the signatures of any person(s) whose signature appear(s) in the BANK's signature book (the "Authorized
Signers") in connection with any payment, or withdrawal of funds or the transaction of any other business with
respect to the Account(s), including without limitation, any changes in the title of the Account(s).
ENE is further authorized to honor as genuine the signature or purported facsimile signature of any Authorized
Signers, and BANK shall indemnify and bold ENB harmless against any and all loss, liability, cost, damage or
expense, including reasonable attorney's fees (and attorney's fees on appeal), suffered or incurred by ENB resulting
from, or arising out of the payment of, any items or instruments bearing the signature or facsimile signature of any
Authorized Signer. ENB is authorized, at its sole and absolute discretion, to honor any item drawn or endorsed by
any Authorized Signer, even though the signature thereon does not correspond exactly with the Authorized Signer's
specimen signature; however, ENB is not obligated to honor any item drawn or endorsed by an Authorized Signer
unless his/her signature corresponds exactly with the Authorized Signer's specimen signature.
Revisions, deletions or additions to the signatures appearing in BANK's signature book shall be effectuated through
the delivery by the BANK to ENB of formal written notice thereof duly executed by an Authorized Signer. The
BANK agrees that for a period of not less than three (3) banking days after ENB's receipt of such written
notification, ENB shall continue to be authorized to honor any items or instrurnents bearing the signature of any
previously named Authorized Signer on the Account. In any case, ENB shall not be obligated to accept changes in
Authorized Signers to an Account until ENB shall have first received appropriate original sample signatures for all
new Authorized Signers to the Account.
BANK shall provide ENB with such information/documentation regarding the identity of any Authorized Signers as
ENB may require, at its sole discretion and from time to time. Similarly, BANK shall also provide to ENB such
information/documentation as ENE may require, at its sole discretion and from time to time, regarding any person
having authority to direct transactions through an Account, including information/documentation regarding the
sources and beneficial ownership of such funds or other assets of such person in an Account.

3. SWIFT. ENB and BANK may exchange SWIFT authentication keys to verify the authenticity of
instructions exchanged between ENB and BANK.

4. Instructions (other than Funds Transfers). Instructions (other than Funds Transfers) shall be
communicated by the BANK to ENB via SWIFT (if SWIFT authentication keys are exchanged between ENB and
BANK) and/or through original written instructions signed by authorized signer(s) on the Account.

5. Endorsements. ENE may, at its sole and absolute discretion, accept any item endorsed for deposit to an
Account and such endorsements may be made manually, with type, by stamp, or otherwise; and any such
endorsement will be treated as genuine in all respects and as warranting and guaranteeing all prior endorsements
thereon. Payment of an item may, at sole and absolute discretion, be refused if it is endorsed in pencil, if
improperly prepared, if illegible or if the item contains a double endorsement. Any item payable to the BANK may
be deposited in and credited to the Account without being endorsed by the payee(s).

ENB shall have no liability to BANK in connection with the late return of any item deposited to an Account when
the lateness is caused by markings on the items made by or on behalf of the BANK or a prior endorser in the space
reserved on the item for the depository bank endorsement. BANK agrees to indemnify ENB and to hold ENB
harmless from and against-any and all claims, damages, losses or liability of any kind, including attomeys' fees (and
attorney's fees on appeal), for delays or errors in the return of any items drawn onthe Account where delay-or error
is caused by markings placed on an item by or on behalf of the BANK or prior endorser that have obscured the
properly placed endorsement of the depository bank.
6. Time Deposit Accounts/Interest Rates. Whenever BANK places funds in a time deposit, BANK agrees
to leave the funds on deposit with ENB until the maturity date of the time deposit. If BANK makes a withdrawal
from or redeems a time deposit before the maturity date, BANK will be subject to a penalty for early withdrawal.
ENB reserves the right, at its sole and absolute discretion, to change the interest rate(s) paid by ENE on any interest-
Correspondent Bank Agreement 2
bearing deposit or account offered by ENB, other than time deposits, which are subject to change at maturity, and
reserves the right to deny early withdrawal from a time deposit.

7. Overdrafts. If the balance of readily available funds in an Account is insufficient to pay an item drawn by
the BANK thereon, ENE will not be required to pay such item, but BANK agrees to pay ENB, and ENB may deduct
from such Account, a service charge for the processing and return of the item. If ENB, at its sole and absolute
discretion, agrees to pay an item that exceeds the balance of readily available funds in an Account, thereby creating
an overdraft in such Account, BANK agrees to promptly pay the overdraft balance and an overdraft charge. In the
event of an overdraft balance in an Account, ENB shall also have the right, at its sole and absolute discretion, to
charge BANK interest on the amount of the overdraft at such interest rate as ENB deems appropriate (but not to
exceed the highest interest rate allowed by applicable law). In order to provide funds with which to pay an item
presented for payment on an Account, or to cover an overdraft in an Account (and any interest and/or service
charges on such overdraft), ENB may, in its sole and absolute discretion, transfer funds from one Account of the
BANK to another Account of the BANK, whether a demand deposit or time deposit account; however, in the
absence of a specific written agreement to the contrary with BANK, ENB shall be under no obligation to do so.

8. Statements of Account. ENB is authorized and directed to mail for each Account (except Time Deposits),
to the BANK's last known address or to such other address as the BANK may designate in writing, at the clase of
each accounting period for the particular Account (as determined by ENB from time to time), a statement pertaining
to the Account for the preceding accounting period, together with the items and other evidence of credits or charges
against the Account for that period. If any statement is returned to ENB because of an incorrect address, ENB may
stop sending statements to BANK until the address is rectified by BANK.

The BANK is obligated to carefully review and examine each statement and all accompanying items and
documentation immediately upon receipt and to promptly report to ENB any problem(s), irregularities or error(s) in
the statement or in the Account, and particularly any problem(s), irregularities or error(s) relating to any payment(s),
transfer(s), withdrawal(s), debit(s) or credít(s) in the Account, indicated in the statement or evidenced by any of the
accompanying items or documentation. Since the BANK is in the best position to discover irregularities or errors of
account, unauthorized signatures or endorsements and alterations of items or instruments, the BANK shall be fully
precluded from asserting any dispute or difference as to a statement and from asserting any claim, demand or cause
of action against ENB for any payment, withdrawal or transfer indicated in a statement or evidenced by any
accompanying items or documentation, unless ENB receives written notice from BANK of any alleged problem(s),
irregularities or error(s) regarding the statement, items or documentation, within twenty (20) days after the
statement, items or documentation shall have been mailed or made available to BANK, whichever is earlier
("Preclusion Period"). The BANK shall not be relieved of the duty to examine a statement, item or documentation
or report any dispute or difference of account, nor of the stated consequences therefore, by reason of the fact that
any statement, item or documentation was not sent or made available, unless the BANK shall notify ENB in writing
of BANK's non-receipt of same within twenty (20) days of the date same is customarily sent or made available.
ENB shall not be liable for the payment of any item that has been forged or altered so cleverly (as by unauthorized
use of facsimile machine, photocopy machine or otherwise) that a reasonable person could not detect an
unauthorized signature, endorsement and/or alteration.
ENB also offers its correspondent bank customers the service entitled "E-Statement" which allows a correspondent
bank to receive statements and documentation for an Account exclusively in electronic form via ENB online service.
If such service is selected by BANK in ENB's internet portal (ENB.com), BANK understands that BANK shall not
physically receive any statements of accounts, copies of checks or other documentation. BANK expressly agrees
and acknowledges that by electing to utilize E-Statements BANK is not relieved of its obligation to carefully review
and examine each E-Statement immediately upon receipt, and to promptly report to ENB, via SWIFT message and
within the Preclusion Period, any problem, irregularity or error in any statements and/or documentation received via
E-Statements, and particularly any problem, irregularity or error relating to any payment, transfer, withdrawal, debit
or credit to the Account. BANK agrees and-acknowledges that BANK is under an affirmative obligation to access
and review the E-Statements on the date that an E-Statement is customarily made available to BANK via ENB's
online service. BANK agrees and acknowledges that BANK shall be fully precluded from asserting any dispute or
difference as to any E-Statement and from asserting any claim, demand or cause of action against ENB for any
payment, transfer, withdrawal, debit or credit to the Account evidenced by any E-Statement unless ENB receives
written notice from BANK of the alleged problem, irregularity or error within fourteen (14) days of the date that
such E-Statement is customarily made available to BANK. BANK shall not be relieved of the duty to examine any
E-Statement by reason of the fact that such E-Statement was not made available to BANK via ENB's online service,
unless BANK notifies ENB in writing of the non-availability of such E-Statement within fourteen (14) days of the
date the E-Statement is customarily made available. Except as otherwise required by law, ENB shall have no
Correspondent Bank Agreement 3
obligation whatsoever to notify the BANK about the availability of any E-Statement posted by ENB online. ENB
may terminate the E-Statement arrangement at its sole discretion at any time without prior notice to BANK.
9. Funds Transfers. All funds transfers effectuated by BANK through any Account(s) at ENB shall be
governed by the following provisions:

A.Definitions. The terms used herein shall have the meaning assigned to them by applicable state law, or
if none, by the Federal Reserve Board's Regulation J.

B.Disclaimers. Nothing set forth herein shall obligate ENE to accept and execute a payment order, or
the cancellation or amendment thereof, and ENB shall only be deemed to have accepted a
payment order, or the cancellation or amendment thereof, upon its execution thereof. ENB
shall have no obligation or responsibility to detect errors contained in a payment order,
and BANK confirms that the Security Procedure hereinafter described) is not designed to
detect errors.

C.Payment Orders. Payment orders for funds transfer transactions, and the cancellation or amendment
thereof ("Payment orders"), shall be communicated to ENB via SWIFT. Payment orders must be
received at the ENB's office at 799 Brickell Plaza Miami, Florida 33176 MiamiDade, Florida,
U.S.A. ("Office") on a Banking Day and before such cut-off time(s) as the Office designates from
time to time for Payment Orders. Payment Orders not received on a Banking Day or received after
the designated cut-off time (s) shall not be processed by ENB until its next succeeding Banking
Day.

ENB reserves the right to handle Payment Orders received from the BANK and other customers in
such order as is selected by ENB, at its sole discretion. ENB further reserves the right to reject or
delay its acceptance and/or execution of any Payment Order which ENB determines is unclear,
incomplete or otherwise unsatisfactory to ENB.

If a Payment Order does not specifically designate the Account which is to serve as the source of
payment of the Payment Order, any Account of the BANK at ENE shall be an authorized account
for such Payment Order, if payment of the Payment Order from such Account is not inconsistent
with any restrictions imposed by BANK on the use of that Account. ENB will use its best efforts
to provide the BANK with written notice of its rejection of any Payment Order on or prior to the
execution date of the Payment Order, using the same means of communication used by the BANK
to transmit the Payment Order to ENB; provided, however, that ENB shall not be fiable to the
BANK for interest compensation as a result of its failure to give such notice. The BANK agrees
that this procedure constitutes a commercially reasonable means of notice.

ENB may condition its acceptance and/or execution of a cancellation or amendment of a Payment
Order by any one or all of the following: (a) receipt of adequate information reasonably
identifying the original Payment Order; (b) an indemnity or bond holding ENB harmless from any
and all liability arising from ENB's execution of the amendment or cancellation; (c) ENB's receipt
of sufficient time to provide it with a reasonable opportunity to act; and (d) compliance with the
Security Procedure (hereafter described).

D.Security Procedure and Verification. Payment Orders issued by the BANK to ENB on an Account
shall be verified through SWIFT and/or Telefax with Call-Back, as selected by BANK in the
Designation of Security Procedures for Correspondent Banks (the "Security Procedure").
BANK hereby confirais that the Security Procedure is commercially reasonable in light of the
BANK's circumstances and regulen-lents and the type and frequency of funds transfer transactions
contemplated by BANK through the Accounts. BANK further confirms that the Security
Procedure was nrutually agreed upon between the BANK and ENE after consideration of several
commercially reasonable security procedures offered by ENB.

The Security Procedure is strictly confidential and should not be disclosed by the BANK or to
anyone else. The BANK covenants to establish and maintain adequate procedures to safeguard
the Security Procedure. The BANK further covenants that, should the BANK have reason to
believe that the Security Procedure has become known to any unauthorized person, the BANK
shall immediately notify ENB of such disclosure.

Correspondent Bank Agreement 4

 Upon verification of a Payment Order pursuant to the Security Procedure, ENB is authorized and
directed to execute, pay, and/or act upan such Payment Order pursuant to its terms, without need
of any further inquiry of BANK, and to debit the Account from which the funds transfer is to be
effectuated. If a Payment Order is duly verified pursuant to the Security Procedure, except as
otherwise provided by applicable law, such a Payment Order will be deemed effective as the
BANK's Payment Order and the BANK. shall be obligated to pay ENB the amount of the Payment
Order as provided therein, whether or not such Payment Order was in fact authorized by the
BANK. If ENB is unable for any reason whatsoever to verify a Payment Order in accordance with
the selected Security Procedure, ENB shall have no obligation to execute same; and ENB shall not
be fiable to BANK for its failure to complete such verification and/or to execute the Payment
Order.

Notwithstanding any provisions herein to the contrary, ENB may refrain from executing a
Payment Order if ENB believes that it may not have been authorized by the BANK or that there
may be a security breach with respect to any Account (s) affected thereby.

E. Beneficiary and Intermediary. BANK shall be solely responsible for correctly identifying the
beneficiary's account and beneficiary's bank in each Payment Order. Furthermore, ENB may, at
its discretion, require BANK to select, and identify in a Payment Order, the intermediary bank (s)
to be used in the funds transfer.

ENB shall rely exclusively upon the identifying number contained in a Payment Order for the
intennediary or beneficiary's bank, as well as for the beneficiary's account. In the event of an
inconsistency in a Payment Order between the narre and identifying number of any intermediary
or beneficiary's bank or beneficiary's account, BANK shall be solely and fully fiable to ENB for
any loss, damage, liability, expense and cost, including reasonable attomey's fees, incurred by
ENB as a result of such misdescription or inconsistency.

F. Funds Transfer System. ENB shall be authorized to use any funds transfer system that ENE, in
its sole discretion, deems appropriate. BANK acknowledges that each funds transfer systems is
govemed by its own operating rules and regulations and BANK agrees that each Payment Order
shall be subject to the mies and regulations of the funds transfer system through which it is
transmitted, including all interbank compensation rules governing the settlement of claims for
compensation or adjustments of errors between member banks. To the fullest extent permitted by
applicable law, (a) any funds transfer system selected by ENB in executing a Payment Order shall
be considered the agent of the BANK; (b) ENB shall not be Hable for any errors, negligence,
suspension or default of any such system; and (c) ENB shall not be hable for any delay,
misdelivery or failure of delivery in the transmission of any Payment Order through any such
system.

G. Restri ctions. BANK confines that it has not communicated to ENB any restrictions and/or
.

limitations whatsoever relevant to Payment Orders, other than those specifically noted in each
Payment Order. Notwithstanding the foregoing, no such restriction and/or limitations shall be
binding upon ENB unless ENB has previously agreed to them in writing.

H. Overdraft. BANK agrees that each Payment Order shall not exceed the balance of readily
available funds in the Account from which the funds transfer is to be effectuated, and that ENB
shall have no duty to execute any Payment Order if it exceeds the balance of readily available
funds in such Account. If ENB, at its sole discretion, agrees to execute a Payment Order, thereby
creating an overdraft in a Account, the BANK agrees to promptly pay ENE any overdraft balance
resulting in such Account, an overdraft charge, and any interest accruing-on such overdraft at such
interest rate as ENB deems appropriate from time to time, at its sole discretion. ENB makes no
representation that its prime rate is the lowest or best rate of interest offered by ENB for such
overdrafts or ]oans of any other kind. BANK agrees that ENB may set-off the amount of any such
overdrafts, charge and interest against any of BANK's Accounts at ENB.

1. Limitation of Liability. To the maximum extent permitted by applicable law, ENB shall not be
fiable to BANK for any special, indirect or consequential damage resulting from ENB's delayed or
improper execution of a Payment Order or for its failure to execute a Payment Order, and the
Correspondent Bank Agreement 5
 BANK shall be limited exclusively to BANK's expenses directly related to the transaction,
incidental expenses and interest losses.

J.Foreign Currency. Should ENB receive a Payment Order from the BANK requiring ENB to
effectuate a payment in a currency other than U.S. Dollars, ENB shall proceed to debit BANK's
Account for the U.S. Dollar equivalent of the amount of foreign currency to be paid, at ENB's
prevailing rate of exchange prior to the execution or payment of the order. BANK further agrees
that the execution of a Payment Order which requires payment in a currency other than U.S.
Dollars may be reasonable delayed by ENB, as appropriate, in order to pelmit ENB to complete
the conversion of currency.

K.Advises/Statements; Notification of Error /Discrepaney. Should BANK maintain an account

relationship with ENB, ENB shall provide BANK with an advice of debit of account and/or with a
statement of account, which advice and/or statement will provide BANK with sufficient
information to identify each Payment Order. BANK agrees to examine each advice and/or
statement promptly upon receipt and to notify E-1\113 immediately via SWIFT of any error or
discrepancy in any such records. ENB shall not be Hable to BANK for interest compensation
unless ENB is notified of an error or discrepancy within fourteen (14) days from the date that the
advice and/or statement identifying the Payment Order customarily is sent or made available to
BANK, whichever is earlier. Furthermore, the BANK shall be precluded from asserting any claim
against ENB with respect to a Payment Order (or from otherwise objecting to any debit thereof to
the BANK's Account), unless ENB has received notification via SWIFT from the BANK of any
error or discrepancy with regard to a Payment Order within one (1) year from the date the advise
and/or statement identifying the Payment Order is customarily sent or made available to the
BANK, whichever is earlier.

L. Fees. BANK agrees that ENB shall charge, and the BANK shall pay to ENB promptly, such fees
as ENB may charge from time to time for funds transfer services. Such fees shall be posted in
ENB's current "Correspondent Bank Terms and Conditions", and may be changed from time to
time without prior notice to the BANK.

M.Notiee/ Funds Transfers. All notices directed to ENB relating to funds transfers shall be sent via
SWIFT to the ENB Office to the attention of the Head of Operations or his/her designee. All
notices directed to the BANK shall be directed to BANK's last known address as reflected in
ENB's records.

10. Compliance with Applicabte Laws. The BANK agrees to comply with, and assist ENB in complying
with, all laws and regulations of Florida and the United States applicable to the transactions and activities passing
through the Account(s) maintained by the BANK with. ENB, including but not limited to, the Bank Secrecy Act, 31
U.S.C. §311-532, and its implementing regulations, 31 C.F.R. Part 103 (jointly, the "BSA"); the USA Patriot Act
(Public Law 107-56) and its implementing regulations (jointly, the "Patriot Act"), the Trading With the Enemy Act,
50 U.S.C. App. §§1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§1761-06 and the
implementing regulations promulgated by the Office of Foreign Asset Controls (OFAC); and all other U.S. federal
and State of Florida anti-money laundering laws and regulations. BANK shall also comply with any anti-money
laundering obligations that may be imposed upan BANK by the laws and/or regulations of its country of
incorporation and/or by the laws and/or regulations of any other jurisdiction where the BANK maintains a business
presence and/or operation.

11. Representations, Warranties and Covenants. BANK acknowledges that the correspondent banking
services provided by ENB to BANK are specifically conditioned upon the following:

A. Representations and Warranties.

(1)With the execution of this Agreement BANK will ex ecute and deliver to ENB an
.

accurate and complete Certification ("Certification"), in the form and substance

acceptable to ENB.

(2)As indicated in the Certification, BANK warrants and represents that: (a) BANK is not a
Shell Bank; and (b) BANK maintains a Physical Presence at the address specified in the

Correspondent Bank Agreement 6

 Certification. Alternatively, BANK warrants and represents that it qualifies as a
Regulated Affiliate.

(3)With the execution of this Agreement BANK will provide ENB with the names of any person
who directly or indirectly owns, controls or has the power to vote 25% or more of any
class of securities of the BANK (or 10% if the BANK is a Certain Foreign Bank
accorded enhanced due diligente as defined in 31 U.S.C. §5318(i)(2)(A) and (4)(A) and
its implementing regulations), or controls in any manner the election of a majority of the
directors (or individual exercising similar functíons) of the BANK.

(4)As indicated in the Certification, BANK warrants and represents that it has designated a U.S.
person to receive on behalf of BANK service of any process from the U.S. Secretary of
Treasury or U.S. Attorney General.

B. Verification of Ownership and Resident Agent. BANK shall verify in writing to ENB, within
such time frames as ENB may regule and in form and substance acceptable to ENB: (a) the name
and address of all owners of the BANK and the nature and extent of each owner's interest; and (b)
the name, address, telephone number, telefax number and e-mail address of a resident in the
United States authorized by the BANK to accept service of legal process from the Secretary of
Treasury or the Attorney General of the United States pursuant to Section 5318(k) of Title 31,
United States Code. Should BANK become aware of any change regarding information provided
to ENE pertaining to the BANK's ownership and/or resident agent, BANK shall promptly notify
ENB of such change and shall re-verify such information in writing to ENB, in form and
substance acceptable to ENE. Notwithstanding the foregoing, BANK shall re-verify in writing to
ENB, as often as ENB may regule from time to time, the ownership and resident agent
information specified aboye, within such time fi -ames as may require and in form and substance
acceptable to ENB.

C. Prohibition Aeainst Nested Shell Banking. BANK shall not pennit any transactions and/or
activities of a foreign bank that is a Shell Bank from passing through any of the Account(s).
BANK shall provide ENB with such assurances and/or confirmation regarding BANK's
compliance with the foregoing prohibition as ENB may require, at its sole discretion from time to
time, within such time frames as ENB may require and in form and substance acceptable to ENB.
Should BANK become aware of the use of an Account by a Shell Bank, BANK will promptly
cause such use and/or activity to immediately cease and shall promptly notify ENB, in writing, of
such circumstances.

D. Correspondent Bank Customers of BANK. BANK shall promptly deliver to ENB, at the
latter's request: (a) such information/ documentation as ENB may require, at its sole discretion
and from time to time, regarding any and all foreign banks that maintain correspondent accotmts
with BANK; and (b) exp]anations, descriptions and/or copies of the policies and procedures
adopted by BANK to manage its risk associ ated with such correspondent account customers.
.

E. Enhanced Due Diligente Policies. ENB has established appropriate, specific, risk-based and,
where necessary, enhanced, due diligente policies, procedures, and controls that are reasonably
designed to enable ENB to detect and report, on an ongoing basis, any known or suspected money
laundering activity conducted through or involving any Account established, maintained,
administered or managed by ENB for BANK ("Program"). ENB may, at its sole discretion and
from time to time, modify and expand the Program. BANK shall at all time confonn and cornply
with the Program and shall fully satisfy all requirements imposed by ENB upon BANK pursuant
to the Program.

F. Terrorism and Money Laundering Prevention and Detection. BANK shall, at all times, make
reasonable and regular efforts to: (1) develop and effectively implement, policies, procedures,
controls and systems to prevent, detect and react to money laundering and terrorist activities
passing through the BANK, in compliance with all applicable laws; (2) regularly monitor and
review the transactions and activities passing through an Account to ensure that the Account is not
used as a conduit for illich transactions or activities, including, but not limited to, terrorist
fin,ancing and money laundering. Should BANK at any time detect any transaction and/or activity

Correspondent Bank Agreement 7

 passing through an Account which the Bank either knovvs or suspects involves illicit transactions
or activities, BANK shall immediately advise ENB of same and shall promptly provide ENE with
any and all information and documentation requested by ENB related thereto

G.Information and Documentation . BANK shall promptly provide ENE with all information and/or
documentation requested by ENB, at its sole discretion and from time to time, as ENE may require
to comply with the Program. Without limiting the foregoing, BANK shall promptly deliver to
ENE information, explanations, descriptions and/or copies of: (a) BANK's anti-money
laundering/anti-terrorism policies, procedures, controls and systems; (b) the identity and structure
of its key senior management and any changes that may occur in such management or structure
from time to time; (c) the anti-money laundering and supervisory regime of the jurisdiction that
issued BANK's charter and/or license; (d) the nature of BANK's business , client base, and the
markets it serves; (e) the identity of any person with authority to direct transactions through any
Account; and (f) the sources and beneficial owner of any funds or other assets passing through an
Account. Furthermore, BANK shall provide ENB or any U.S. governmental authority with all
information and/or documentation in any way relating to or concerning the BANK, any officer,
employee and/or agent of the BANK, any customer of the BANK, any Account, and any
transaction and/or activity passing through an Account as ENB may require at its sole discretion
from time to time.

H.Notice of Action Involving or Against BANK or BANK Affiliate . BANK shall promptly notify
ENB of any instances where BANK or any officer, director or employee of BANK has been made
the subject of (1) any criminal investigation, accusation and/or prosecution of any nature by any
governmental authority in any jurisdiction; or (2) any investigative, administrative,
supervisory, governmental and/or judicial action related to money laundering and/or terrorism by
any regulatory and/or law enforcement authority in any jurisdiction.

12. Process. Should ENB be served with or receive any process, subpoena, summons, complaint, warrant,
distraint, levy, garnishment, lien, order, injunction, execution, pleading or other legal process and/or should ENB
become involved in any judicial and/or administrative proceedíng (hereinafter jointly or severally referred to as
Process and/or Proceeding), which involves or affects, or which ENB believes, at its solo and absolute discretion,
may involve or affect the BANK, an Account or any transaction and/or activity passing through an Account,
including but not limited to, any Process served by the U.S. Secretary of the Treasuiy or the U.S. Attorney General,
then ENE may: (a) respond to such Process and/or Proceeding in the manner and within the time frame decided by
ENB, at its sole and absolute discretion; (b) at its sole and absolute discretion and without liability to BANK,
thereupon withhold any payment, withdrawal or transfer from any such Account cantil the Process and/or Proceeding
is annulled or disposed of to ENB's sole satisfaction; and (c) follow (and may rely on absolutely) the advice of its
legal counsel as to the appropriate response to such Process and/or Proceeding, and will have no responsibility or
liability whatsoever to BANK for doing so, even if such advice is mistaken. BANK agrees to the foregoing and
recognizes that ENB's cun-ent policy (which is subject to change based on advice of legal counsel) is to comply with
any and all such Process and/or Proceedings as concerns information and/or records maintained by ENB.

Furthermore, BANK acknowledges and agrees that ENB will have no obligation to act as legal representative or
agent of BANK in connection with any Process and/or Proceeding or to respond in any way to any such Process
and/or Proceeding on behalf of the BANK. Consequently, should BANK wish to interpose a legal objection to any
such Process and/or Proceeding it will be incumbent on BANK itself to independently do so. Unless ENB is
otherwise legally prohibited from doing so, ENB will notify BANK of any such Process and/or Proceeding.
Notwithstanding any of the foregoing, it is expressly agreed that ENB will not disclose to BANK any Process and/or
Proceedings, as ENB deems appropriate at its sole discretion, including, but not limited to: (a) any U.S. federal
grand jury subpoena served upon ENB; (b) any Process subject to non-disclosure requirements; and/or (c) the
existence or Ming of any Suspicious Activity Report (SAR) by ENB.

BANK shall deliver to ENB any and all information/documentation available to the BANK, concerning the Account
and/or any transaction or activity passing through the Account, as is requested by any Process and/or in any
Proceeding, and the BANK shall reimburse ENB for any and all costs and expenses (including reasonable fees of
legal counsel (whether or not suit be filed) and reasonable attorneys fees on appeal) incurred by ENB by reason or as
a result of any Process and/or Proceeding.
13. Waiver of Confidentiality. As concerns any requests for information and/or documentation from ENB or
from any U.S. governmental authority, or as a result of any Process and/or Proceeding relating to the BANK, an
Correspondent Bank Agreement 8
Account or to any transaction and/0r activity passing through an Account, the BANK hereby waives, to the fullest
extent possible, any claims, right or privilege of bank secrecy or confidentiality under the laves of any county or
jurisdiction.

14. Information/Documentation Disclosure. ENB is authorized to release any information and/or

documentation relevant to the BANK, an Account and/or any transaction/activity passing through an Account,
requested pursuant to any Process and/or Proceeding. ENB is authorized to report information about the BANK
and/or any Account to any bank or fmancial institution, as well as to any commercial establishments, to whom
BANK gives ENB as a reference. ENB is also authorized to disclose to parties purporting to have item(s) drawn on
an Account whether such account has a collected balance sufficient for payment of the item(s).

15. Closure of Account. ENE may close any Account(s) of the BANK at any time by providing written notice
to the BANK of such intention via SWIFT or through regular mail directed to the BANK at BANK's last known
address. After the expiration of twenty (20) banking days from the date of the conveyance of such notice to the
Bank or such other time period as ENB may specify, the Account(s) shall be considered closed. ENB shall, at its
sole discretion, either wire transfer or mail a check to BANK for the balance, if any, of any funds on deposit in the
Account(s). Upon closure of the Account(s), ENB shall thereafter be relieved of any further legal responsibility or
liability on such Account(s). Upon the conveyance of notice of intention to close an Account, ENB may thereafter
refuse to accept deposits to such Account(s), decline to collect any item deposited therefor, or to transact any matter
in relation thereto. ENB shall not be hable for dishonoring any item drawn on an Account that is to be closed if the
itero is presented for payment after remittance of ENB notice of its intention to close the Account(s).

Notwithstanding any of the foregoing, and without limiting and/or restricting any rights or obligations ENB may
have under applicable law, ENB shall have the right, at its sole discretion, to close any Account(s) without any prior
notice to the BANK and without any grace period for the closing of the Account(s):

A.Should ENB determine, at its sole discretion, that the BANK has failed to comply with any of the provisions
of Paragraphs 15 and/or 16 of this Agreement;

B.Should BANK fail to deliver to ENB, within such time frames as ENE may require, and in forro and
substance acceptable to ENB, such information/documentation as ENE may request from BANK
to comply with the Program; or

C.Should ENB receive notice from the U.S. Secretary of the Treasury or the U.S. Attorney General that
BANK has failed: (i) to comply with a summons or subpoena issued to BANK; or (h) to initiate
proceedings in an United States court contesting such summons or subpoena.

ENB shall not be fiable to the BANK or any other person under any law, in any jurisdiction and/or in any court or
arbitration proceeding, for closing Accounts(s) in accordance with the provisions of this Paragraph.

16. Indemnity. As consideration for the opening of Account(s), as well as other financial accommodations
extended from time to time by ENB to BANK, BANK shall indemnify and hold ENB harmless, from and against
any and alI liabilities, obligations, losses, damages, penalties, actions, judgrnents, suits, costs, claims and expenses
(including without limitation, reasonable attomeys fees, as well as any attorney's fees incurred on appeal, whether or
not suit be filed), and any other costs or disbursements of any kind or nature whatsoever, by whomsoever brought or
caused, which may be imposed upan, incurred by, or asserted against ENB, in any way relating to, or arising out of:
(a) this Agreement; (b) the presentation, payment or dishonor of any item drawn on an Account; (c) the acceptance
of and/or any breach of warranty regarding any item for deposit in an Account; (d) the execution of any payment
order for a funds transfer transaction on an Account; (e) any Process and/or Proceedings relating to or affecting
BANK or an Account; (f) any action taken or omitted by ENB pursuant to the tercos of this Agreement; (g) ENB's
compliance with any stop payment order placed by BANK; (h) the breach by BANK of any tercos or conditions of
this Agreement; and (i) any dispute between ENB and BANK that-may arise regarding this Agreement, an Account
and/or any transaction/activity passing and/or occurring through an Account (jointly and/or severally, the -
"Indemnified Liabilities").

Correspondent Bank Agreement 9

17. Right of Set-Off. ENB is authorized to charge and/or to set-off against any Account of BANK (or any
related, affiliate or subsidiary of BANK) at ENB, without prior notice to or the consent of the BANK (or any related,
affiliate or subsidiary of BANK): (a) the amount of any Indemnified Liabilities; (b) the balance of any overdraft in
an Account, plus interest thereon and any overdraft charge; and/or (c) the amount of any "Liabilities". The term
"Liabilities" means any and all liabilities and obligations of BANK to ENB, whether direct or indirect, absolute or
contingent, joint, several or independent, secured or unsecured, liquidated or unliquidated, contractual or tortious,
for principal, interest, fees or expenses, due or to become due, now existing or arising in the future, for personal or
business purposes, that are owed or payable to ENB or held by ENB for BANK's account or as agent for another or
others, whether created directly, or now or in the future acquired by assignment, participation or otherwise, and
whether incurred by BANK as primary debtor, co-maker, surety, endorser, guarantor or otherwise. ENB shall not be
hable for the dishonor of any item(s) resulting from insufficient funds in any Account because of any charge or set-
off to such Account for any of the foregoing.

18. Pledge and Security Interest. In addition to any right of set-off, BANK hereby assigns and pledges to
ENB and grants to ENB a security interest in any and all Accounts of BANK at ENB, to secure the payment of any
Liabilities and Indemnified Liabilities whether now existing or hereinafter arising. BANK agrees to execute and
deliver to ENB such instruments or documents as the latter may require in order to perfect and maintain the
aforesaid security interest. This assignment, piedge and security interest shall continue in full force and effect until
all Liabilities and Indemnified Liabilities have been paid in full.

19. Prohibited Pledge or Encumbrance. No Account may be pledged and./or encumbered without the prior
written consent of ENB, which must be obtained after reasonable written notice has been given to ENB of such
intended piedge or encumbrance. Any piedge and/or encumbrance of an Account must be effectuated through a
written instrument acceptable to ENB in forro and substance.

20. Notices. All remittances, statements, items, notices and other communications or writings sought to be
given by ENE to BANK in connection with an Account shall be deemed to have been delivered to the BANK upon:
(a) the conveyance of such notice via SWIFT message; or (b) the mailing thereof, through the regular mails at the
BANK's last known address or at such other address as the BANK may desígnate in writing. Notice from BANK to
ENB will be considered effective when (a) conveyed to ENB via SWIFT message; or (b) delivered in writing and
received by a duly authorized officer of ENE at its office in 799 Brickell Plaza Miami, Florida 33176 Miami-Dade
County, Florida, U.S.A.; on a Banking Day during regular banking hours.

21. Force Majeure. Without limiting the generality of other provisions of this Agreement or any other
agreements between ENB and the BANK, ENB shall not be Hable to BANK for any failure, omission, delay,
interruption or error in the performance of any of the terms, covenants and conditions of this Agreement or
otherwise, due to causes beyond the control of ENB including, without limitation, bank moratoriums or holidays,
currency restrictions, trading suspensions, acts of God, public enemy or superior governmental authority, war, civil
comrnotion, legal compulsion, insolvency or ordinary negligence of other fmancial institutions. Furthermore, ENB
shall have no responsibility or liability for any blockage or reduction in the availability of funds in an Account due
to restrictions imposed or actions taken by any governmental, supervisory or monetary authority or by any other
third party. ENB's sole liability and obligation with respect to any Account shall be to pay BANK the credit balance
of eaeh Account. After giving effect to such applications, transfers, reductions, deductions and/or set-offs permitted
under this Agreement or any other agreement between ENB and BANK.

22. Limitation of Liability. ENE will not be Hable to BANK for any act, omission, misconduct and/or
negligence of any of ENB's affiliates, branches, subsidiaries, collecting agents or duly selected correspondent banks,
nor for any losses in transit of any item or document. Each affiliate branch, subsidiary, collection agent or selected
correspondent bank shall be Hable for its own acts, omissions, misconduct and/or negligence.

Letters of Credit. Each commercial or standby Letter of Credit ("Credit(s)") issued, confirmed or advised
by ENB at the request or for the account of BANK shall be subject_to,_and performance by ENE and BANK shall be
govern.ed by: (a) the provisions of any agreement entered into between ENB and BANK in respect to any particular
Credit; (b) the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
("ICC") Publication No. 600 (or prior Publication No. 500) (the "UCP") or the International Standby Practices
issued by the ICC, Publication No. 590 ("ISP98"), as applicable, and as each may be revised or restated by the ICC
and in use by ENB; and/or (e) Article 5 of the Florida Uniform Commercial Code ("UCC"). In the event any
provision of the UCP or 1SP 98 is or is construed to vary from or to be in conflict with the laws of the State of

Correspondent Bank Agreement 10

Florida (including the UCC) or the federal laws of the United States, to the extent permitted by law, the UCP or 1SP
98 shall govern and control.

Notwithstan.ding anything to the contrary set forth herein, with respect to each Credit issued, confirmed or advised
by ENB, at ENB's request, BANK shall pay to ENB upon demand in lawful money of the United States of America
(and, if any draft drawn under a Credit is payable in foreign currency, the equivalent of each such draft in lawful
U.S. funds at the current rate of exchange) in immediately available funds: (i) the amount of each sight draft drawn
or purportedly to be drawn under a Credit (and, if no demand, payment to be made no later than the date of notice of
the amount due), (ii) the amount of each acceptance drawn or incurrence of a deferred payment obligation under a
Credit (and, if a time payment (draft or deferred payment) to be made no later than one Banking Day prior to the
maturity thereof), (iii) ENB' commission under the applicable ENB's commission rate schedule then in effect, as
well as such other out of pocket expenses and fíat fees incurred by ENB in accordance with the Correspondent Bank
Fee Schedule which may be amended (without notice) from time to time, and (iv) all customary charges paid or
incurred by ENB in connection with a Credit, together with any interest on any amount not paid when due. ENB
shall be entitled to reimbursement of its honor of a demand for payment under a Credit so long as the beneficiary
substantially compiles with the tercos and conditions of the Letter of Credit.
24. Trade Related Advances. From time to time BANK may request from ENB, and ENE may grant, at
ENB's sole and absolute discretion, U.S. Dollar advances ("Trade Facilities") to allow BANK to provide pre-export
or expon fmancing to its customers. In those instantes where such advance(s) are not supported by documentation
under a letter of credit, BANK shall submit to ENB via SWIFT message a written request for an advance with the
following minimum information: (a) Amount of transaction; (b) Value Date; (c) Maturity Date; (d) Interest Rate; (e)
Name and country of Exponer; (f) Name and country of Imponer; (g) Product; (h) quantity; and (i) Certification
stating that no other financing exists for the transaction. The maximum amount of such Trade Facilities at any time
shall be as ENB and BANK agree upon in writing fi -om time to time. BANK, at ENB's request, will execute and
deliver to ENB a promissory note for the balance of any Trade Facilities, payable on demand, and bearing interest as
provided therein. Furthermore, supporting documentation to verify any particulars on the underlying transaction
will be promptly made available by BANK to ENB, as may be requested by ENB from time to time at its sole and
absolute discretion.

BANK hereby authorizes ENB to open on its books a ledger account in BANK's narre to be designated "Advance
Accounts" or such other designation as ENB may see fit, and to charge all Trade Facilities thereto, including but not
limited to, all drafts created by ENB for BANK and all advances of every kind and nature which ENB may make to
BANK or which ENE may make for or on BANK's behalf.
In the event of non-payment of any Trade Facilities at the agreed maturity, BANK agrees immediately upon ENB's
demand to repay ENB the total amount of all Trade Facilities which ENB may have made to BANK, together with
interest thereon at such rate per annum as has been or may be agreed upon between ENB and BANK in -writing. In
the event of non- payment alter demand by ENB, interest shall continue to accrue at the maximum rate allowed by
applicable law until fully paid. The provisions herein and all agreements between the parties regarding Trade
Facilities shall not directly or indirectly provide for the payment of a greater rate of interest than is allowed by
applicable law. BANK shall pay all costs of collection, including reasonable attorney's fees and attorney's fees on
appeal, incurred by ENB to obtain prompt payment by BANK on any principal, interest or other sums outstanding
on Trade Facilities.
25. Waivers. BANK waives and/or authorizes ENE to waive on BANK's behalf demand, presentment, protest,
notice of protest and notice of dishonor as to all items presented to or received by ENB for deposit or collection on
any Account and as to all Trade Facilities and other credit facilities granted by ENB to BANK from time to time.

26. Miscellaneous.

1. This Agreement and the performance hereunder and the transactions between the BANK and ENB
relating to an Account shall be construed and governed in accordance with applicable federal and
Florida laws and regulations.

J. All actions, suits or proceedings arising out of this Agreement, an Account or any transactions
between BANK and ENB relating to an Account shall be subject to the non- exclusive jurisdiction
of the state or federal courts situated in. Miami-Dade, Florida.

K. With respect to any such action, suits and/or proceedings, the BANK hereby expressly and
Correspondent Bank Agreement 11
 irrevocably (1) submits to the non-exclusive jurisdiction of such courts to the fullest extent
permitted by law; (2) waives any right to assert that this Agreement may not be enforced in or by
such courts, and the BANK agrees not to seek and hereby expressly waives any review by any
court of any other country or jurisdiction which may be called upon to grant an enforcement of the
judgment of any such court; (3) waives any objection it may now or hereafter have based upon
improper verme or forum non conveniens with respect to such actions, suits or proceedings in such
courts; and (4) agrees that service of process may be made upon BANK by service personally
upon any officer of BANK or upon the BANK at its address by registered or certified mail, return
receipt requested (with such service to be deemed effective when delivered or when delivery is
refused), and BANK hereby waives compliance by ENB with any requirement or applicable law
which may require service to be made in any other manner. Final judgment against the BANK (a
certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount
of any indebtedness of the BANK hereunder or thereunder) in any such actions, suits or
proceedings shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment. Nothing herein shall be deemed to preclude or in any way limit the right of ENB to sue
or take any action against the BANK in any tribunal wherever located having jurisdiction over the
BANK or any of its assets or properties.

L. To the extent that the BANK has or hereafter may acquire any immunity (sovereign or otherwise)
from legal action, suit or proceeding, from the jurisdiction of any court or from set- off or any
Process with respect to itself or any of its assets or properties, whether or not held for its own
account, the BANK hereby irrevocably and unconditionally waives and agrees not to picad or
claim such immunity in respect of its obligations hereunder.

M. Except as specifically hereafter provided, the provisions of the Agreement may not be waived,
modified or supplemented. The provisions of this Agreement may, at any time or times, be
unilaterally modified or supplemented by ENB by mailing appropriate notice thereof to BANK or
by posting notice thereof in a conspicuous place at ENB's office in Miami, Florida, U.S.A.;
otherwise, no waiver or modification of this Agreement or of any covenant or condition herein
shall be valid unless in writing, duly signed by all parties hereto.

N. The inapplicability or unenforceability of any provision of this Agreement shall not limit or impair
the operation or validity of any other provision herein.

O. ENB reserves the right to waive the enforcement of any of the terms of this Agreement with
BANK with respect to any transaction or series of transactions. The fact ENB, on any given
occasion, may enforce or waive its rights does not obligate ENB to enforce or waive similar rights
in the future, nor will this be sufficient to modify the terms and conditions set forth in this
Agreement.

P. This Agreement contains the complete understanding and agreement between the parties hereto on
the matters set forth herein and it supersedes all prior or contemporaneous agreements or
understandings on such matters.

Q. This Agreement shall be binding upon the heirs, successors in interest and assigns of the BANK.
Notwithstanding the foregoing, the rights of BANK under the Agreement shall not be assignable
without the prior written consent of ENB, and any assignment without such prior written consent
shall be null and void.

R. This Agreement shall remain in full force and effect at all times thereafter, unless subsequently
cancelled or amended by ENB in accordance with the provisions of this Agreement.

The use of captions and/or headings in this Agreement is for conveniente only and is not part of
this Agreement. Accordingly, they shall not affect the meanin2 or interpretation of any of the
provisions hereof.

T. BANK represents that it has complied with all necessary corporate formalities in relation to the
execution and performance of this Agreement, including but not limited to obtaining or adopting
alI required authorizations, approvals, and resolutions of its board of directors, shareholders and/or

Correspondent Bank Agreement 12

 partners. BANK also represents that the execution and performance of this Agreement by BANK
does not and will not violate any provision of law or of BANK's organizational documents and
that this Agreement represents a valid, binding, and enforceable obligation of BANK.

U.Neither the signature of ENB nor that of the BANK shall be required on this Agreement to give
force and/or effect thereto. BANK's use of any Account constitutes BANK's consent to be bound
by the terms and conditions of this Agreement, as amended by ENB from time to time.

V.WAIVER OF TRIAL BY JURY . BANK HEREBY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY SUIT, ACTION, PROCEEDING OR LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE
RELATED TO, THIS AGREEMENT AND ITS SUBJECT MATTER, ANY ACCOUNTS
OF BANK AT ENB, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
HERETO OR RELEVANT TO THE TRANSACTION(S) CONTEMPLATED HEREBY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OPENING AND
MAINTENANCE OF ANY ACCOUNT FOR THE BANK AT ENB.

Correspondent: Eastern National Bank:

Signed: ____________________________________________Signed:
By: By: Juan Ucros
Title: Title: Senior Vice President
Date: ______________________________________________Date: Februarv 91, 2015______________________

Correspondent Bank Agreement 13