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2. Balances. The Customers 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 insufficient 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 demantl, together with interest thereon for the period of the
<br />overdraft. -
<br />3. Representations. Each Customer represents and warrants, with respect to itself: (i) that each of its Customer Accounts is not
<br />restricted in any way, and is owned and held outright by the Customer, and (ii) that its obligations under these Service Terms are legal,
<br />valid and binding, and enforceable in accordance with their terms.
<br />4. Service Requirements.
<br />(a) The Bank will provide the Service to the Customers, only if each Customer is an affiliate of the other Customers (an "Affiliate ").
<br />"Affiliate" means an entity controlling, controlled by, or under common control with each Customer.
<br />(b) Each Customer appoints the Affiliate identified in Schedule A as ks agent (the "Agent ") for the purpose of (i) representing it with
<br />respect to any matter arising under these Service Terms, and (ii) executing and signing any agreements, documents or
<br />amendments on its behalf (x) in order to effect the transaction or actions contemplated by or (y) related to any matter arising under
<br />the Service Terms.
<br />S. Authorized Changes. The Agent with respect to any Customer, may, upon reasonable notice to the Bank and consented to by the
<br />Bank, authorize additions, deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and
<br />terms of these Service Terms to such changes for the affected Customer_
<br />6. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco
<br />Feature ") provided by the Bank, that selection and affected Customer Accounts shall be specified on Schedule A for the Service.
<br />Under the Inte rCo Feature, the Bank will provide the affected Customer with reports, for the Customer Accounts, detailing: (i) a tracking
<br />of accumulated inter- account balance transfers; and (ii) a calculation of intercompany or intracompany earnings and borrowing
<br />charges. In addition, the Bank, through the Interco Feature, will provide the Customer with automated posting, to the affected
<br />Customer Accounts, of applicable intercompany and intracompany earnings and borrowing charges.
<br />7. Indemnity. Each Customer, jointly and severally, shall indemnify and hold the Bank harmless from and against any and all claims,
<br />damages, demands, liabilities, losses, costs and expenses (including reasonable attorneys' fees and claims caused by overdrafts in
<br />Customer Accounts), arising under these Service Terms, except and to the extent directly caused by the negligence or willful
<br />misconduct of the Bank.
<br />8. Set Off. Each Customer agrees that the Bank shall have the unrestricted right, at any time, without notice, to (i) set off, in whole or in
<br />part, any funds in any Customer Account, against any overdraft in any other Customer Account; and (ii) transfer or othervvise apply, in
<br />whole or in part, any overdraft in any Customer Account, to any other Customer Account, even if so doing places such other Customer
<br />Account into or further into an overdraft.
<br />9. 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 />10. 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 any one Customer with respect to kself, or by the Agent with
<br />respect to any one Customer, by sending written notice to the Bank. These Service Terms may be terminated by the Agent on behalf
<br />of all of the Customers by the sending of written notice to the Bank. Any notice of termination sent to the Bank shall only be effective
<br />when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may
<br />be terminated by the Bank, with respect to any one Customer, or with respect to all Customers, effective immediately upon the sending
<br />of written notice to the affected Customer or the Agent.
<br />��. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. do 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 />12. 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 />PN: 350914 DOC ID: 4 Page 47 of Sl
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