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<br />A. US Cash Concentration Service Terms (Single Entity)
<br />1. Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer") with its Cash Concentration Service (the
<br />"Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set
<br />forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit
<br />accounts maintained at the Bank in the U.S and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account
<br />documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are
<br />incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise defined in these
<br />Service Te nns, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or
<br />by using or continuing to use the Service the Customer agrees to these Service Terms.
<br />2. Balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be
<br />transferred. The Bank may refuse or reverse any transfer if there are insufFcient balances to effect such transfer without creating an
<br />overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be
<br />immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the
<br />overdraft.
<br />3. Representations. The Customer represents and warrants: (i) that each Customer Account is not restricted in any way, and is owned
<br />and held outright by the Customer, and (ii) its obligations under these Service Tenns are legal, valid and binding, and enforceable in
<br />accordance with their terms
<br />4. Authorized Changes. The Customer may, upon reasonable notice to the Bank, and consented to by the Bank, authorize additions,
<br />deletions or changes to the Schedules, which notice shall eMend the representations, acknowledgments and terms of this Service
<br />Terms to such changes.
<br />5. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco
<br />Feature "), that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Interco Feature,
<br />the Bank will provide the Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter - account
<br />balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the Interco
<br />Feature, will provide the Customer with automated posting, to the affected Customer Accounts, of applicable intracompany earnings
<br />and borrowing charges.
<br />6. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of
<br />the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance
<br />Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation
<br />under its applicable insurance rules and limits.
<br />7. Term; Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A, and shall remain in effect
<br />unless and until terminated. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any
<br />notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a
<br />reasonable time to act on such notice. These Service Terms may be terminated by the Bank, effective immediately upon the sending
<br />of written notice to the Customer.
<br />8. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. cJo JPMorgan Treasury
<br />Technologies Corporation — Liquidity Management Operations, '10420 Highland Manor Drive — 2nd Floor, Tampa, FL 336'10. All
<br />notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records.
<br />9. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the California, without
<br />reference to the conflict of laws provisions thereof.
<br />B_ US Cash Concentration Service Terms (Multi Entity)
<br />Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customers (each a "Customer" or collectively the "Customers ") with
<br />its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance
<br />with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or
<br />from the U.S. dollar demand deposit accounts maintained at the Bank, in the U.S., and listed on Schedule A ( "Customer Accounts ").
<br />The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services
<br />( "Account Documentation "), are incorporated into these Service Terms by reference. Capitalized terms used in these Service Te nns,
<br />unless otherwise defined in these Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing
<br />the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms.
<br />PN_ 350914 DOC IDr 4 Page 46 of SI
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