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<br />1111WINNIQU 1111
<br />5. Investment Statement. The Bank, on a periodic basis, in addition to an account statement related to the DDA, will provide to the
<br />Customer a statement ( "Investment Statement ") detailing the Investment, the sweep transactions, and earnings or charges .
<br />6. Taxes. The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or
<br />any other purpose, in any jurisdiction. The Customer must satisfy itself as to any tax impact of the Service before agreeing to the terms
<br />herein. The Customer is responsible for any income, withholding or other taxes imposed by any jurisdiction and will indemnify and
<br />otherwise hold the Bank harmless for: (i) any such taxes including any withholding tax imposed by any jurisdiction on overdraft interest
<br />charged to any demand deposit account, and any interest, penalties or additions to tax for failure to properly remit such tax; and (ii) the
<br />Bank's payment of any taxes, interest, penalties and /or additions to tax otherwise due from, or paid on behalf of, the Customer. The
<br />Customer is responsible for effecting the actual payment to appropriate taxing authorities of any withholding tax due on overdraft
<br />charges. The Customer will provide the Bank copies, or where required, originals, of such proofs of residence, ownership of assets,
<br />taxpayer status, or other documentation, declarations, certifications or information (collectively, "Information ") as the Bank may require,
<br />and represents and warrants that such Information, as of the date of its provision to the Bank, will be and, except as may be otherwise
<br />notified in writing by the Customer to the Bank from time to time, will remain, true and correct in every respect, not misleading or
<br />inaccurate in any way, and contains all material information. Any and all overdraft charges will be free and clear of, and without any
<br />deduction or withholding for, any applicable withholding tax. The overdraft charge legally due to the Bank shall be equal to the ratio of (i)
<br />the overdraft charge as provided to the Customer by the Bank on the Customer's statement, to (ii) 1 reduced by the applicable
<br />withholding tax rate:
<br />(Stated Overdraft Charge) /(1 - Tax Rate).
<br />7. Service Fees. The Customer shall compensate the Bank for the Service, in accordance with the Bank's fee schedules from time to time
<br />in effect.
<br />8. Notices. All notices to the Bank shall be sent to: JPMorgan Chase Bank, N. A., c/o JPMorgan Treasury Technologies Corporation, TLIP
<br />Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 33610. All notices to the Customer shall be sent to the Customer's last
<br />known address on the Bank's books and records.
<br />9. Offshore Investment Vehicles. If the Customer has selected the Nassau Investment Vehicle or the London Investment Vehicle as an
<br />investment, the provisions of Section 9 shall apply in addition to the provisions of Sections 1 through 8.
<br />(a) The Bank, with respect to the Nassau Investment Vehicle and the London Investment Vehicle (collectively, "Off Shore Investment
<br />Vehicles -), will maintain an interest - bearing deposit account at the applicable off -shore branch in the name of the Bank for the
<br />benefit of the designated customers ( "Master Account "). The Bank, on behalf of the applicable off -shore branch will maintain the
<br />records of the Customer's investment in its sub - account system (the "Sub- Account System "). The Sub - Account System will: (i)
<br />identify the Customer's separate, individually identifiable investment; (ii) contain the Customer's transaction history with respect to
<br />the investment; and (iii) mirror in account name and other relevant information the Customer name and information from the DDA.
<br />(b) The Master Accounts for the Nassau Investment Vehicle and the London Investment Vehicle, are maintained at branches of the
<br />Bank.
<br />(c) The Customer understands that the Minimum Investment for investments in the Nassau Investment Vehicle or the London
<br />Investment Vehicle is $100,000 for U.S. residents or entities.
<br />(d) Deposits held in a branch of the Bank, located outside the United States are payable exclusively at the branch at which the account
<br />is held and are not payable in the United States. Such deposits: (i) are not insured by the Federal Deposit Insurance Corporation
<br />(the "FDIC ") or any other governmental entity; (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to
<br />deposits held in the United States in the event of a liquidation of the Bank.
<br />(e) Required FDIC Disclosures: In the event of a failure of the Bank, funds swept to the Nassau Investment Vehicle or the London
<br />Investment Vehicle, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC, and the
<br />beneficial owner of such funds would be treated as an unsecured general creditor of the receivership estate of the Bank.
<br />10. IBF Investment Vehicles. If the Customer has selected the IBF Investment Vehicle as an investment the provisions of Section 10 shall
<br />apply in addition to the provisions of Sections 1 through 8.
<br />(a) The Bank, with respect to the IBF Investment Vehicle will maintain an interest- bearing deposit account at its International Banking
<br />Facility ( "IBF ") in the name of the Bank for the benefit of the designated customers ( "Master Account "). The Bank, on behalf of its
<br />IBF will maintain the records of the Customer's investment in its sub - account system (the "Sub- Account System "). The Sub - Account
<br />System will: (i) identify the Customer's separate, individually identifiable investment; (ii) contain the Customer's transaction history
<br />with respect to the investment; and (iii) mirror in account name and other relevant information the Customer name and information
<br />from the DDA.
<br />(b) The Master Account for the IBF Investment Vehicle is maintained at the IBF of the Bank.
<br />(c) Investments in the IBF Investment Facility are only available to qualified institutions, pursuant to Section 204.8(a) (2)(i) of Federal
<br />Reserve Regulation D.
<br />PN: 3633 74 DOC ID: 5cfTY OF SANTA ANA - Nov. 19, 201OPage 10 of 25
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