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<br />Balances. The Customer's 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 demand, together with interest thereon for the period of the
<br />overdraft.
<br />Representations. Each Customer represents and warrants, with respect to itself: (it that each of As Customer Accounts Is not
<br />restricted In any way, and is owned and held outright by the Customer, and hn that its obligations under these Service Terms are legal„
<br />valid and binding and enforceable in accordance with their teams.
<br />Service (Requirements.
<br />Qq) 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 />lb) Each Customer appoints the Affiliate identified in Schedule A as its agent tthe "'AgenPy for the purpose of IT representing it with
<br />respect to any matter arising under these Service Terms, and (ih executing and signing any agreements, documents or
<br />amendments on its behalf (x) in order to effect the transaction or notions contemplated by or (y) related to any matter arising under
<br />the Service Terms.
<br />S. Authorized Changes. The Agiunt 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 />S. Intercompany Reports.. if the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the''InterCo
<br />Feature ") provided by the Sank, that selection and affected Customer Accounts shall be specified on Schedule A for the Service.
<br />Under the InterCo Feature. the Bank will provide the affected Customer with reports, for the Customer Accounts detailing lit a tracking
<br />of accumulated inter' - account balance 'transfers; and (il) a calculation of intercompany or intracompanyy, earnings and borrowing
<br />charges. In addition, the Sank, through the IroterCo Feature, wilt provide the Customer with automated posting, to the affected
<br />Customer Accounts, of applicable intercompany and inteacompany earnings and borrowing charges.
<br />7. hndemnity. Each Customer, jointly and severally, shall indemnify and hold the Bank harmless from and against any and all claims,
<br />damages, demands, Inabilities, losses, costs andl expenses (including reasonable anorneys' fees and claims caused by overdrafts In
<br />Customer Accounts), arising under these Service Terms, except and to the extent directly caused by tire negligence or willful
<br />misconduct of the Bank..
<br />0, Set Off. Each Customer agrees that the Bank shall) have lie unrestricted night, at any time, without notice. to (0 set off, in whole or ill
<br />part, any funds in any Customer Account, against any overdraft in any other Customer Account, and (li) transfer or otherwise apply, in
<br />where or in part, any overdraft in any Customer Account., to any other Customer Account, even if so doing places .such other Custorrrer
<br />Account into or further into an overdraft.
<br />9. Required FDIC Disclosures. IIn the event of a failure of the Bank, funds transferred is parr 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 iransachons 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 tennlnaled by any one Customer with respect to itself, or by the Agent Willi
<br />respect to any one Customer, by sending written notice to the Bank. These'' Service' Terms may be terminated by the Agent one 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 tine sending
<br />of written notice to the affected Customer or the Agent.
<br />11. Notices. All notices to the Bank, pertaining to the Service, shall be sent to JPMorgan Chase Bank, N.A. Go JPMorgan Treasury
<br />Technologies Corporation — Liquidity Management Operations, 10420 highland Manor Drive -- 2nd Floor, Tampa, Fl, 33610. All
<br />notices to a Customer shall '. be sent to the Custornerss Vast known address on the Bank's crooks and records.
<br />12.. Governing Law. These Service Terms, shall be governed by acrd consurie t in accordance with the laws of the California, without
<br />reference to the conflict of laws prcnirsions thereof,
<br />55A -157
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