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Centralized Returns Service Terms V'1.0_0305 1. Service. JPMorgan Chase Bank, N.A (the "Bank ") will provide the Customer with a centralized returns service (the "Service ") in accordance with the provisions set forth in these Service Terms. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services ( "Account Documentation ") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, the Customer agrees to these Service Tenns. 2. Preparation of Items: Customer shall endorse all items in the manner and location on the back of the items as speci£ed by the Bank and pursuant to the provisions of Federal Reserve Regulation CC for the bank of first deposit. 3. Depositary Bank. Customer will cause the bank of £rst deposit to (a) accept for deposit kerns that already bear the Bank's endorsement in the area of the back of the item reserved for the bank of first deposit and (b) agree to not place its endorsement on the items in the area reserved for the bank of £rst deposit. Customer assumes all responsibility and liability for any loss associated with this arrangement. 4. Return of Items. The Bank will process items that are returned to the Bank in accordance with the procedures mutually agreed to by the Bank and Customer and these Service Terms. Upon the Bank's receipt of a returned item under this Service, the Bank will debit an account of the Customer's at the Bank for the amount of the returned kern. In the event that an overdraft occurs in such account, the Customer agrees to tleposit immediately available funds to the account. 5. Indemnity. Customer agrees to indemnify and hold harmless the Bank from and against any and all claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from the this Service, including but not limited to, any late return or failure to give notice to customer of any returned item. PN: 363374 DOC ID. 8C /TY OF SaNTa diva -Nov. 99, 20�OPage 20 of 25