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Account Terms
<br />1111V�6��YR�11
<br />V2.3_02_22_1 O
<br />INTRODUCTION
<br />This document (the "Account Terms "), contains the general terms and conditions and other disclosures for the accounts and services which
<br />the Customer may select, and constitutes an agreement between the Bank and the Customer. References to "the Bank ", when used in the
<br />Account Terms, shall mean JPMorgan Chase Bank, N_A., and any of its afFliates or subsidiaries, as applicable. References to the
<br />"Customer" in the Account Terms mean the governmental, nonprofit, or business entity to which the Bank provides accounts and services. All
<br />accounts subject to the Account Terms are, regardless of their location, referred to in this document as "Accounts ". The Account Terms may
<br />be supplemented or amended by existing or future agreements, terms and conditions, and notices, including, but not limited to any terms
<br />contained in an account application, signature card or similar document for an Account or arrangements regarding specific types of Accounts
<br />or services ( "Services ") offered by the Bank, as described herein or which by their terms ( "Service Terms ") are subject to the Account Terms.
<br />By signing the signature card, account application or similar document or by using or continuing to use any of the Accounts or Services, the
<br />Customer agrees to the Account Terms and such supplements, amendments, agreements, terms and conditions, notices or Service Terms, as
<br />applicable.
<br />The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation ( "Account Documentation ").
<br />The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security
<br />interest over such rights and obligations or in an Account, without the prior written consent of the Bank.
<br />1. Authorized Persons.
<br />1 .1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer ( °Authorized
<br />Person ") with respect to the Accounts and Services, until the authority for the Authorized Person is withdrawn by the Customer upon
<br />written notice to the Bank, and the Bank has a reasonable opportunity to act on the termination instruction. The Customer will provide
<br />specimen signatures to the Bank, in the manner requested by the Bank.
<br />1 .2 Each Authorized Person, subject to any written limitation received and accepted by the Bank, is authorized on behalf of the Customer to:
<br />open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or
<br />otherwise agree to any form of agreement relating to the Accounts or Services, including, without limitation, Account Documentation;
<br />execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial
<br />transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other
<br />financial instruments ("Items "); receive materials related to security procedures; and give instructions ( "Instructions'), including, without
<br />limitation, requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without
<br />limitation, such Instructions may be given singly or otherwise regarding: (i) the payment, transfer or withdrawal of funds by wire,
<br />computer or other electronic means, or otherwise; (ii) money, credits, items or property at any time held by the Bank for account of the
<br />Customer; or (iii) any other transaction of the Customer with the Bank.
<br />1 .3 If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one
<br />or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including, but not limited to, computer generated
<br />signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the
<br />Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit.
<br />1.4 The Customer represents that, prior to submitting any document which designates the persons authorized to act on the Customer's
<br />behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to
<br />process the data set out therein for the purposes of providing the Service.
<br />Instructions; Security Procedures.
<br />2.1 The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the issuance
<br />of an Instruction and /or by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such Instruction is effective
<br />as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers,
<br />encryption, call back procedures or similar security devices. It is understood that such security procedure is designed to verify the
<br />authenticity of, and not to detect errors in, Instructions. The Customer agrees to safeguard such security procedure and to make it
<br />available only to authorized persons. Any Instruction, the authenticity of which has been verified through such security procedure, shall
<br />be effective as that of the Customer. An authenticated SWIFT message issued to the Bank in the name of the Customer shall be
<br />deemed to have been given by an Authorized Person. The Customer shall be bound by and adhere to the security procedures for use
<br />of the Service advised to it in writing or electronically by the Bank, as may be revised from time to time upon notice to the Customer.
<br />2.2 The Bank is not obligated to confirm any Instructions. If the Customer, other than with respect to security procedures, chooses to
<br />confirm an Instruction, any confirmation must be clearly marked as such, and, if there is any discrepancy between an Instruction and a
<br />confirmation, the terms of the Instruction shall prevail. Subject to Section 5.6, the Bank may, at its option, use any means to confirm or
<br />clarify any request or Instruction, even if any agreed security procedure appears to have been followed. If the Bank is not satisfied with
<br />any confirmation or clarification, it may decline to honor the Instruction.
<br />PN: 350914 DOC ID: 2 Page 9 of SI
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