cash management services and account agreement

CASH MANAGEMENT SERVICES

AND

ACCOUNT AGREEMENT

Nordea Bank Abp, New York Branch

Phone: 212-318-9300

E-mail: Nyca shm gt@ n or de a .c o m

Address: 1211 Avenue of the Americas , 23rd Floor

New York, NY 10036

Deposits are not insured by the Federal Deposit Insurance Corporation

mailto:[email protected]

CASH MANAGEMENT SERVICES AND ACCOUNT AGREEMENT

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TABLE OF CONTENTS

1. ACCOUNT(S) AND SERVICES(S). .................................................................................................... 3

2. OPENING OF ACCOUNT(S) AND COMMENCEMENT OF SERVICE(S)....................................... 3

3. FEES, CHARGES AND PAYMENT OBLIGATIONS ........................................................................ 3

4. AUTHORIZED SIGNATORIES ......................................................................................................... 3

5. CHECK FRAUD PREVENTION ........................................................................................................ 4

6. CONFIDENTIALTITY ....................................................................................................................... 4

7. VERIFICATION OF CUSTOMER PAYMENT ORDERS AND DEBIT TRANSFER

INSTRUCTIONS ........................................................................................................................................ 4

8. STANDING PAYMENT ORDER INSTRUCTIONS ........................................................................... 4

9. AUTOMATIC REMITTANCES ......................................................................................................... 4

10. STOP PAYMENT ORDERS ............................................................................................................ 4

11. DEBITS ............................................................................................................................................ 5

12. RECEIPTS OF AUTOMATED CLEARING HOUSE (ACH) CREDITS AND DEBITS.................. 5

13. CREDITS AND AVAILABILITY OF FUNDS ................................................................................. 5

14. ACCOUNT STATEMENT; TIME LIMITES FOR NOTICE OF ERRORS. ................................... 6

15. EQUIPMENT. .................................................................................................................................. 6

16. TRAINING....................................................................................................................................... 6

17. RELIANCE ON THIRD PARTIES .................................................................................................. 6

18. USE OF AGENTS ............................................................................................................................ 6

19. SERVICE AVAILABILITY AND CUTOFFS .................................................................................. 6

20. HONORING TRANSACTIONS....................................................................................................... 7

21. POSITIVE PAY SERVICE .............................................................................................................. 7

22. POSITIVE PAY/PAYEE SERVICE................................................................................................. 8

23. COMPLIANCE WITH LAWS ......................................................................................................... 9

24. CLAIM OF LOSS ............................................................................................................................ 9

25. UNAUTHORIZED ACCESS.......................................................................................................... 10

26. TERMINATION ............................................................................................................................ 10

27. EVENTS OF DEFAULT ................................................................................................................ 10

28. DEFAULT INTEREST .................................................................................................................. 10

29. INDEMNITY.................................................................................................................................. 11

30. TAXES ........................................................................................................................................... 11

31. PRIVACY ...................................................................................................................................... 11

32. DISCLAIMER................................................................................................................................ 12

33. LEGAL RIGHTS, DUTIES AND LIMITATIONS ......................................................................... 12

34. BANK’S LIABILITY ..................................................................................................................... 12


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35. REPRESENTATIONS AND WARRANTIES. ............................................................................... 13

36. ASSIGNMENT............................................................................................................................... 13

37. NOTICES ....................................................................................................................................... 13

38. SECURITY INTEREST SET OFF. ................................................................................................ 14

39. FORCE MAJEURE ....................................................................................................................... 15

40. AGREEMENT AND SERVICE AMENDMENTS ......................................................................... 15

41. SEVERABILITY............................................................................................................................ 15

42. WAIVER AND CUMULATIVE RIGHTS ..................................................................................... 15

43. JURISDICTION AND VENUE OF ACTIONS .............................................................................. 15

44. GOVERNING LAW....................................................................................................................... 15

45. WAIVER OF JURY TRIAL........................................................................................................... 16

46. NO FDIC INSURANCE ................................................................................................................. 16

47. NO AGENCEY, TRUST OR PARTNERSHIP ............................................................................... 16

48. HEADINGS. ................................................................................................................................... 16

49. CONFLICTS. ................................................................................................................................. 16

50. PATRIOT ACT AND BENEFICIAL OWNERSHIP...................................................................... 16

51. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS.

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52. NO PRIOR AGREEMENTS. ......................................................................................................... 17


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THIS CASH MANAGEMENT SERVICES AND ACCOUNT AGREEMENT (this "Agreement") is entered into by and between NORDEA BANK AB (PUBL), NEW YORK BRANCH, (together with its successors and assigns, "Bank") and the entity identified on the signature card being delivered to the Bank in connection with this Agreement ("Customer" or “You”). This Agreement contains the rights and responsibilities of Bank and Customer regarding each Account of Customer at Bank and sets forth the terms and conditions of certain cash management services (the "Services") provided to Customer by Bank. References to "Account", when used in this Agreement, mean any "deposit account" (as defined in Section 9-102(a)(29) of the Uniform Commercial Code as in effect from time to time in the

State of New York) of Customer at Bank that is NOT used for personal, family or household purposes.

1. ACCOUNT(S) AND SERVICES(S). Pursuant to this Agreement, Customer has requested to open one or more Accounts and may also have requested to use one or more Service(s) in connection with the Accounts and Bank agrees to provide such Account(s) and Service(s), if approved by Bank, in accordance with, and subject to, the terms and conditions of this Agreement, Bank's standard operating policies and procedures and applicable law. All Account(s) and Service(s) requested by Customer are subject to Bank's approval (which may be denied and/or withdrawn in its sole discretion) prior to such Account(s) becoming available for use or the commencement of such Service(s). By completing a Signature Card and maintaining one or more Account(s) and/or utilizing one or more Service(s), you agree to be bound by the terms and conditions of this Agreement (including, as applicable, the terms and conditions in this Agreement that relate to such Service).

2. OPENING OF ACCOUNT(S) AND COMMENCEMENT OF SERVICE(S). In order to induce Bank to open the requested Account(s) and commence the selected Service(s), Customer agrees to provide Bank with such information and documentation, in acceptable form and detail, as Bank shall request. Such requested information may include, but shall not be limited to, financial statements, tax documentation and customer identity verifications as required by federal law. Bank reserves the right to delay or deny the opening of any requested Account and/or the commencement of any selected Service if Customer fails to provide any such requested information. Bank may, in its sole discretion, obtain credit reports or otherwise verify information supplied by Customer, either directly or through an outside agency. Customer agrees to provide Bank with any similar information requested by Bank in connection with this Agreement.

3. FEES, CHARGES AND PAYMENT OBLIGATIONS. Customer agrees to pay Bank the fees and charges established for the Service(s) as outlined in Bank's price list (the "Price List"), provided separately

to Customer. The fees and charges listed on the Price List may vary from other customers based on the nature of the overall banking relationship. Such fees and charges will be deducted automatically from Customer's Account(s) on a monthly basis. Bank reserves the right to amend the Price List from time to

time upon not less than thirty (30) days prior written notice to Customer. Special or additional services performed at Customer's request will be subject to additional terms and fees. Customer further agrees to

pay for all fees, taxes, tariffs and assessments levied or imposed by any government agency in connection with the Account(s) or Service(s) in this Agreement, and any fees or charges provided for in the Agreement with respect to the Account(s) or Service(s).

4. AUTHORIZED SIGNATORIES. Bank may act upon the instructions of those persons listed on the applicable Signature Card(s) as Customer's authorized signatories ("Authorized Signatories") and

Bank may act in reliance on any instructions which Bank reasonably believes to have originated from such Authorized Signator(y)(ies). If the signing authority of any person is terminated or modified for whatever reason, Customer has the responsibility of notifying Bank in writing to update the appropriate list of

Authorized Signatories on file. Bank will not be bound by or responsible for any termination or modifica t ion

of the authority of any Authorized Signatory unless Customer has given written notice of such termina tion or modification to Bank and Bank has had a reasonable time to react after receipt of such notice (it being understood that Bank will have not less than twenty-four (24) hours after receipt of such notice on a business

day to implement any such termination or modification). You agree Bank may honor any checks executed by one authorized person listed on the Signature Card. Any provisions you add to the signature card in relation to joint signers or value restrictions is strictly for your own internal control.


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5. CHECK FRAUD PREVENTION. You agree to take all necessary actions to safeguard and protect

your checks (if applicable), including but not limited to keeping them locked in a secure place and when discarding checks, discarding them properly by shredding or destroying them. You acknowledge the Bank

provides products and services such as Positive Pay and Positive Payee (as described in Section 21 and 22 of this agreement) that detect and deter fraud and may protect your account from altered, forged, unauthorized and counterfeit items from posting to your account. You agree the risk of fraud is significantly

reduced by subscribing to these services and if you choose not to add these services to your account, you will be precluded from asserting any claim against the Bank in connection with check fraud.

6. CONFIDENTIALTITY. Bank may provide Customer with password(s), code(s) or access to website(s) in relation to this Agreement. Customer agrees not to copy or disclose any such information and

to keep all password(s), code(s) and access to website(s) confidential and agrees not share such information except with its employees, and in connection with Customer’s business, having a need to have access to

such information. Customer agrees Bank may change password(s), code(s) or access to website(s) at any

time without prior notification.

Customers who use the Netbank International Service acknowledge that the Service and related Software and System (as defined in Netbank International Service Schedule) contain information and other material

which is proprietary to Bank and agree to treat all such information as confidential. This confidentia l ity requirement shall not apply to information already in the public domain or which later on becomes public.

7. VERIFICATION OF CUSTOMER PAYMENT ORDERS AND DEBIT TRANSFER

INSTRUCTIONS. Bank requires that all Customer payment orders and communications amending or cancelling a payment order and all debit transfer instructions be verified pursuant to an approved security procedure. Unless otherwise agreed in writing between Customer and Bank, all such verifications will be

performed electronically via Netbank International Service (as described in Netbank Service Schedule), which is an approved security procedure offered by Bank. Bank will use Netbank International Service to

verify that any payment order or communication amending or cancelling a payment order or any debit transfer instruction is that of Customer. Customer hereby agrees to safeguard Netbank Internationa l Service passwords and to restrict the access and use of Netbank International Service solely to the

designated Netbank Administrators and Authorized Users. Customer hereby further agrees to be bound by, and to indemnify Bank, its affiliates and its and their respective directors, officers, employees, agents and

advisors and hold it and them harmless for acting in reliance on, any payment order or communicat ion amending or cancelling a payment order or any debt transfer instruction, whether or not authorized, if issued in Customer’s name and accepted by Bank in compliance with Netbank International Service. Bank will not

accept or act on any payment order or communication amending or cancelling a payment order or any debit transfer instruction that is transmitted by Customer to Bank by facsimile, unless Customer has entered into

a facsimile indemnity agreement with Bank in form and substance satisfactory to Bank.

8. STANDING PAYMENT ORDER INSTRUCTIONS. Payments from Customer's Account(s) may be arranged to various beneficiaries based on Customer's standing payment order instructions as agreed upon

by Customer and Bank in writing at the opening of the Account(s) or at any time or from time to time thereafter. All fees and charges associated with standing payment order instructions shall be set forth in the Price List.

9. AUTOMATIC REMITTANCES. Customer may instruct Bank via a payment order to transfer all

balances in the Account(s), in excess of an amount specified by Customer, to another Account of Customer at Bank or to a third party.

10. STOP PAYMENT ORDERS. Customer may instruct Bank to stop payment on any check by notifying Bank in writing or through Netbank International Systems. Bank must be provided a reasonable


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opportunity to process and act on any stop payment order before it can be considered effective. A stop payment order received by Bank in writing or through Netbank International Systems shall remain effec t i ve only for six (6) months unless renewed in writing or through Netbank International Systems. Customer's

stop payment order must accurately describe the check by stating the Account number, amount, check number, date of check and name of the payee. Stop payment orders shall be subject to an applicable fee as

outlined in the Price List. In the event that Bank fails to honor a properly submitted stop payment order, Bank shall not be liable for (i) amounts exceeding Customer's actual loss, which may be less than the full amount of the check, or (ii) any consequential damages.

11. DEBITS. Debit items drawn on Customer's Account(s) may include, but are not limited to: (i)

payments of checks or other instruments; (ii) transfers of funds to other Accounts, financial institutions or parties; and (iii) debits to cover charges of interest, fees, commissions and other expenses. In the event that Customer writes a check that overdraws the available balance of an Account, Bank reserves the right, in its

sole discretion, to pay the item or return the item and charge an applicable fee as defined in the Price list. If Bank chooses to pay the item, Customer will incur an overdraft on the Account which must be paid upon

demand, in addition to any and all interest accrued on the overdraft from the date of payment at the higher of the rate designated by Bank from time to time as its "prime rate" plus 2% per annum, or, if Customer has established a Line of Credit Facility with Bank, Customer's contractual rate plus 2% per annum.

Furthermore, if Customer’s Account(s) are otherwise overdrawn in connection with any debit item (it being understood that Bank reserves the right, in its sole discretion, to permit or not permit such overdraw),

Customer will incur an overdraft on the Account which must be paid upon demand, in addition to any and all interest accrued on the overdraft from the date of payment at the higher of the rate designated by Bank from time to time as its “prime rate” plus 2% per annum, or, if Customer has established a Line of Credit

Facility with Bank, Customer's contractual rate plus 2% per annum. Charges for overdrafts are posted to the Account(s) in arrears during the first week of the following month, unless expressly stated otherwise.

Bank reserves the right to refuse a request for withdrawal, payment or transfer of funds from Customer's

Account(s) (including dishonoring a check drawn on the Account) for any reason Bank may deem just and proper, including but not limited to instances in which: (i) sufficient funds are not available; (ii) Bank has

been ordered by a Court or other legal process not to permit the withdrawal or transfer; (iii) a stop payment order is in effect; (iv) a check or withdrawal request is incomplete; (v) Bank is aware of any dispute, lien, writ, garnishment, attachment or other judicial process to which Customer's Account(s) are subject; (vi)

Bank has not received appropriate documentation, identification, or evidence of authority; (vii) equipment or technical issues prevent the withdrawal or transfer; or (viii) Bank has reason to believe that fraud, or other

illegal activities have taken place with regard to Customer's Account(s).

12. RECEIPTS OF AUTOMATED CLEARING HOUSE (ACH) CREDITS AND DEBITS. All

receipts of ACH credit and debit transactions are governed by the ACH Rules published by the National Automated Clearing House Association ("NACHA"), as may be amended from time to time, and the Bank is

willing to act as the Receiving Depository Financial Institution (RDFI) with respect to such receipts. Customer bears the responsibility of ensuring that sufficient funds are available in the account(s) to cover all ACH debit transactions. You agree that Bank may either debit or credit your account(s), as applicable, upon

receipt of such ACH credit and debit transactions. Customer may request ACH debit blocking for a fee or ACH debit preauthorization filtering for a fee.

13. CREDITS AND AVAILABILITY OF FUNDS. Credits made to Customer’s Account(s) may include, but are not limited to, deposits in the form of checks and transfers from other Accounts and/or other

financial institutions or parties. To the extent that Bank agrees to accept deposits in the form of checks from Customer, Customer acknowledges that Bank’s policy is for check deposits into Customer’s Account(s) to

be made available to Customer on the first business day after receipt of the check by Bank. Electronic direct deposits, including automated clearing house (“ACH”) Credits and wire transfers, will be made available to Customer on the day Bank receives the deposit. Once funds are available, Customer may withdraw any or


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all of the available funds via wire transfer and ACH and Bank may use Available funds to pay checks that Customer has endorsed.

If a check deposit is made before 1:00 PM ET (Eastern Time) on a business day that Bank is operating, Bank will consider such day the day of the deposit. Any check deposits made after 1:00 PM ET (Eastern

Time) or on a day that Bank is not operating will be considered to have been deposited on the next business day that Bank is operating.

Under any or all of the following circumstances, Bank reserves the right to delay availability of funds from a deposited check: (a) Bank has reason to believe that a check deposited by Customer will not be paid; (b)

Customer's total daily deposit checks exceed five-thousand dollars ($5,000.00); (c) Customer re-deposits a

check that has been returned unpaid; (d) Customer has overdrawn on the Account(s) in question repeatedly

in the last six (6) months; or (e) technical system failures cause delay in check processing. Bank will notify Customer of any unusual delay in the availability of funds. Funds will generally be available no later than the fifth (5th) business day following the day of the deposit.

14. ACCOUNT STATEMENT; TIME LIMITES FOR NOTICE OF ERRORS. Each month, or more frequently upon request, Customer will receive by regular mail a statement showing all of the transactions

on its Account(s), including any interest earned during the statement period. Customers using Netbank International Service shall have access to their statements through the internet connection to Nordea and

therefore will not receive statements by regular mail. Customer hereby agrees to look over its statement, checks and other materials sent by Bank as soon as Customer receives them. Customer also agrees to notify Bank in writing (i) within fourteen (14) calendar days after receipt of any alteration, unauthorized or forged

signature, any error on its statement, or (ii) within six (6) months of any missing, forged or unauthorized endorsement. If notice is not given within the designated time period, such Account statement will be

considered "correct" for all purposes and Bank will not be liable for any payments made and charged to such Account. You agree not to assert a claim against the Bank for honoring any forged checks if you did not report the forgery within (30) thirty calendar days of the date in which any such check is honored.

15. EQUIPMENT. Bank and/or its third party service providers may provide Customer with equipment

and/or software ("Equipment") in connection with a Service. Customer is responsible for maintaining all Equipment and returning same to Bank or such third party service provider, as the case may be, upon termination of such Service.

16. TRAINING. Bank, through its Implementation Group, will provide Customer with initial training for certain Services as agreed upon between the parties. Additional requests for training for the Services may be

subject to an agreed upon fee.

17. RELIANCE ON THIRD PARTIES. Bank's ability to provide certain Services is dependent upon Bank's ability to obtain or provide access to third party vendors and networks. In the event that any third party is unavailable or unresponsive, or Bank determines, in its sole discretion, that it cannot continue

providing any third party network access, Bank may discontinue the related Service or provide the Service through an alternate third party. In such situations, Bank has no liability for the unavailability of access.

18. USE OF AGENTS. Customer assumes sole responsibility for any actions performed on its behalf by its agents or contractors. Customer agrees that Bank has no duty to monitor, detect or report any errors,

omissions, or unlawful activities by Customer's agents or contractors. Bank may rely on instructions, data, or any documentation provided by Customer's designated agent or contractors.

19. SERVICE AVAILABILITY AND CUTOFFS. Bank's business days are Monday through Friday, excluding legal holidays. Some Services are subject to processing cutoff hours as detailed in the description


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of the various Services. Transactions or other information received after the designated cutoff hour or on a

non-business day will be deemed received as of the next business day. All cutoff hours are in Eastern Time (ET).

20. HONORING TRANSACTIONS. Bank has no obligation to honor, either in whole or in part, any transaction or instruction that (a) is not in accordance with any condition agreed upon between the parties either in this Agreement or in any other agreement between the parties; (b) Bank has reason to believe may

not be authorized by Customer; (c) exceeds any transaction limit, funding limit, or daily limits imposed on Customer’s transactions; (d) exceeds Customer’s collected and available funds in Account(s) at Bank; (e)

involves funds that are subject to a hold, dispute, or legal process which prevents the withdrawal; (f) is a restricted transaction as defined in the Federal Reserve Regulation GG including but not limited to those in which credit, electronic fund transfers, checks or drafts are knowingly accepted by gambling businesses in

connection with the participation by others in unlawful internet gambling; (g) is reasonably believed by the Bank to violate or potentially violate, any federal or state law, rule or regulation, or order of any

governmental authority; or (h) the dishonor of which Bank has reason to believe is for the protection of either party.

21. POSITIVE PAY SERVICE. Positive Pay Service is a check fraud reduction program for U.S. or Canadian Dollar checks (“Checks”) that prevents certain types of fraudulent items from posting to

Customer’s Account(s) held at Bank. This Service enables Customer to instruct Bank to return items such as counterfeit Checks, altered Checks or Checks otherwise not validly issued. Customer is required to provide a daily file of all Check issued information (the “Check Issue Report”), including Check numbers,

dates issued, debiting account numbers and dollars amounts of Checks. The Check Issue Report shall be submitted in the format provided by Bank. Bank will compare all Check Issue Reports provided by Customer

to Checks presented for payment by the Federal Reserve Bank. Customer will provide instructions to Bank with regard to Checks in question (“Exception Items”) and Bank will make reasonable efforts to act upon Customer’s instructions in a timely manner.

Checks Covered by Service. This Positive Pay Service applies to Checks that are presented for payment

through normal interbank check clearing procedures (e.g., local clearinghouse, Federal Reserve, or direct send presentment cash letter) and posted to Customer’s Account(s) each night. Bank shall not be required to compare Customer’s list of issued Checks against items that are presented in any other manner. Although

Bank may occasionally attempt to compare Customer’s list with such items, Bank will not be liable for the failure or refusal to do so.

Exception Items. Exception Items may include but are not limited to duplicate Checks, Checks that do not match Customer’s Check Issue Report, Checks with duplicate serial numbers, mis- encoded items, Checks

lacking an encoded serial number, and any other items that Customer advises Bank to treat as Exception Items. The Positive Pay Service does not apply to items that have been finally paid before the effective

date of any listing.

Customer’s Safeguarding Procedures. Customer agrees at all times to: (i) safeguard Account materia ls

and information such as Account numbers, Checkbooks, electronic access devices, passwords, and identification number; (ii) review carefully all materials including Checks, Checkbooks and statements for

unauthorized activity; (iii) be vigilant with regard to discussing account information through communication by telephone; and (iv) issue Checks with care to avoid alternations and forgeries.

No Liability. Bank has no liability for payment of any Check, even if the Check is unauthorized or fraudulent if the Check is included in a report of Exception Items provided by Bank and Customer has

neither selected a return default for Exception Items nor given Bank timely instructions to return the Check. Bank’s standard Check processing procedures will continue to apply to all Checks and other items presented


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at Bank, and Checks may be dishonored even if the Check would not be dishonored through the Positive Pay Service.

Security. Customer agrees to implement reasonable internal security procedures in connection with this Positive Pay Service. Bank strongly recommends that Customer impose a dual control environment in

connection with the transmission of information connected to the Positive Pay Service. If Customer elects for a single control environment, Customer agrees to be subject to a higher standard of care with respect to Customer’s accounts and use of the Positive Pay Service.

22. POSITIVE PAY/PAYEE SERVICE. Positive Pay/Payee Service is a check fraud reduction

program for U.S. Dollar checks (“Checks”) that prevents certain types of fraudulent items from posting to Customer’s account(s) held at Bank. This Service is administered by Bank and a third party service provider selected by Bank (individually and collectively, the “Service Provider”) and enables Customer

to instruct the Service Provider to return items such as counterfeit Checks, altered Checks or Checks otherwise not validly issued. Customer is required to provide a daily file of all Check issued information.

The Service Provider will compare all Check files presented by Customer to Checks presented for payment by the Federal Reserve Bank. Customer will provide instructions to the Service Provider with regard to Checks in question (“Exception/Suspect Items”) and the Service Provide will make reasonable efforts to

act upon Customer’s instructions in a timely manner.

Use of EnternetBank. EnternetBank is an internet-based, private label service provided in cooperation with Netbank International (EnternetBank and Netbank International collectively referred to as “Electronic

Banking System”). EnternetBank allows the receipt of electronic information concerning Customer’s

activity in the applicable accounts and the initiation of certain electronic transactions. Customer shall access EnternetBank through Netbank International and be provided with a separate log on ID requiring unique

passwords. EnternetBank is provided to Customer by the Service Provider on an “as is” basis with all faults. Customer shall utilize EnternetBank at Customer’s sole risk and the Service Provider shall have no responsibility for any loss or damage arising out of or in connection with Customer’s use of EnternetBank.

Checks Covered by Service. This Positive Pay Service applies to Checks that are presented for payment

through normal interbank Check clearing procedures (e.g. local clearinghouse, Federal Reserve, or direct send presentment cash letter) and posted to Customer’s account(s) each night. The Service Provider shall not be required to compare Customer’s list of issued Checks against items that are presented in any other

manner; Bank will not be liable for the failure or refusal by the Service Provider to perform such comparisons.

Issue Information. Customer will use magnetically encoded Checks (“Positive Pay/Payee Items”) that include a serial number, transit routing number, account number, dollar amount, and payee of the Check

(“Issue Information”). Customer must transmit Issue Information through the Electronic Banking System. The Service Provider will use the Issue Information together with applicable instructions from Customer to

make decisions regarding the payments or returns of presented Checks.

Exception/Suspect Items. During Check processing, the Service Provider will capture the serial number, dollar amount, account number and payee name of each of the Positive Pay/Payee Items. If the data captured

does not precisely match the Issue Information, the Service Provider will create a list of non-matching Exception/Suspect Items. Any items in which the dollar amount is miscoded will be eliminated from the list and adjustment entries will be made on the applicable accounts. Information regarding the

Exception/Suspect Items will be made available to Customer by the applicable cut off time (to be agreed upon) via the Electronic Banking System. Customer’s instructions regarding the Exception/Suspect Items

must be made by the applicable cut off time to be agreed upon). In the event that instructions are not received in a timely manner, the Service Provider shall follow Customer’s default instructions, if any, on file with Bank.


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Processing. If the information captured on the Positive Pay/Payee Items during Check processing precisely match the Issue Information, the Service Provider will make no further examination of those Positive Pay

Items with respect to stale dates, fraudulent or missing signatures or endorsements, or material alterations. Such Positive Pay/Payee Items will be considered paid and subject to any applicable stop payment orders,

right of offset, and the availability of adequate funds in Customer’s account(s). Customer is responsible for items paid in error if Customer fails to provide the Issue Information or default instructions. Customer is further responsible for items that are presented for payment at the Service Provider’s office which the

Service Provider refuses to honor, if accurate Issue Information has not been provided. Additional Service Features/Options. A daily file is available containing the final disposition of items (paid or returned). If the additional features/options are selected, additional information will be included with the applicable Exception/Suspect Items Report. If instructions are not received by the Service Provider from

Customer regarding the payment or return of Exception/Suspect Items by the applicable cut off time (to be agreed upon), the Service Provider will follow Customer’s default instructions, if any, on file with Bank.

Specifications for Positive Payee Items. Payee information must be provided by Customer for all Positive Pay/Payee Items according to the Service Provider’s specifications. Failure to comply with the specifications will prevent the Positive Pay/Payee Service from functioning properly and shall relieve Bank

and the Service Provider of any liability related to their compliance with the Positive Pay/Payee Service.

23. COMPLIANCE WITH LAWS. Customer shall comply with all applicable laws, rules and regulations regarding the operation of its business and to the Services. Customer shall have the responsibil ity to fulfill any compliance requirement or obligation that Customer may have with respect to the Service(s)

under all applicable United Nations, European Union, European Union Member State and U.S. federal and state laws, regulations, rulings and other requirements, including those relating to anti-money laundering, bribery

and economic or financial sanctions, trade embargoes, prohibitions and restrictive measures including but not limited to the federal Bank Secrecy Act, the USA PATRIOT ACT, any regulations of the U.S. Treasury Department and the Uniform Commercial Code, as amended from time to time by legislative bodies.

Customer shall not use the Account(s) or Service(s) hereunder (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to or from

any Restricted Party, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Restricted Party, or (iii) in any manner that would result in the violation of any Sanctions or Sanctions Laws applicable to any party hereto. For purposes of this provision, “Restricted

Party” means any person (i) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of persons), or (ii) that is domiciled, registered as located or having its main

place of business in, or is incorporated under the laws of, a country which is subject to comprehensive Sanctions Laws, or (iii) that is directly or indirectly owned or controlled by a person referred to in subsections (i) and/or (ii) herein, or (iv) with which the Bank is prohibited from dealing or otherwise

engaging in a transaction with by any Sanctions Laws; “Sanctions Authority” means the United Nations, the European Union, the member states of the European Union, the United States of America and any

authority acting on behalf of any of them in connection with Sanctions Laws; “Sanctions Laws” means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, Executive Orders or notices from regulators implemented, adapted, imposed, administered,

enacted and/or enforced by any Sanctions Authority; and “Sanctions List” means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority.

24. CLAIM OF LOSS. Customer agrees to cooperate with Bank in the investigation of any loss claims due to forgery, alteration, or unauthorized withdrawal. Customer will provide Bank with an affidavit

containing information about the transaction and the circumstances surrounding the loss. Customer agrees that Bank may take a reasonable period of time to investigate the claim. Bank's maximum liability is the

lesser of the actual damages proved, or the amount of the transaction reduced by an amount which


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could not have been realized by the use of ordinary care. In no event will Bank be liable for special, indirect, consequential or punitive damages regardless of the form of action, even if Bank has been advised of the possibility of such damages. Bank shall not be liable for any attorney's fees incurred by Customer.

Customer agrees to notify Bank immediately of any claim Customer may have or any claim that is made by a third party. In the event of a Bank error, Bank agrees to correct the error promptly upon written notice

of the error and to the extent reasonably possible. If Customer fails to notify Bank of losses or errors, in the event of an erroneous wire transfer or ACH transaction, in accordance with this Agreement, Customer will be liable for all losses (including any loss of interest) up to the amount of the transaction, which directly

results from Customer's failure to give Bank notice or which might have been prevented by notice from Customer to Bank.

25. UNAUTHORIZED ACCESS. Customer understands and agrees that while Bank and its Service providers have established certain security procedures, such as firewall and data encryption designed to

prevent unauthorized access to Customer's Account(s) and transactions, there can be no assurance that

inquiries or transaction activities will be completely secure. Customer acknowledges that access to services

may not be free from delays, malfunctions, or other inconveniences generally associated with electronic communications. Customer is responsible for implementing standard precautions to keep its own systems

from which Bank's Services are accessed clean and free from viruses. Customer agrees that Bank and its affiliates may transmit data to Customer and its affiliates via an electronic method of transmission, includ ing over the internet, via email or via a website, notwithstand ing that no data transmission over the internet,

email or a website can be guaranteed to be secure from intrusion.

26. TERMINATION. Customer or Bank may terminate some or all of the Accounts and Services,

with or without cause, by giving thirty (30) days prior notice to the other party. Customer agrees to provide to Bank written authorization or instructions on company letterhead signed by authorized

individuals of the company as stated in the Corporate Resolutions or similar document provided to Bank listing authorized persons to act on behalf of Customer on file at Bank. Bank may terminate some or all

Services immediately and without prior notice if (a) any "Event of Default" (as hereinafter defined)

occurs; (b) Bank has reason to believe that an unauthorized transaction has taken or may take place involving any of Customer's Accounts or Services; or (c) Bank is uncertain as to any person's authority to give instructions to Bank regarding Customer's Accounts or Services or (d) Bank determines, in its sole discretion, that it would be unlawful for Bank to continue to provide Services or maintain Customer’s Accounts.

27. EVENTS OF DEFAULT. The occurrence of any of the following events shall be an "Event of Default" under this Agreement: (a) Customer fails to pay any amount owed to Bank or any of Bank’s

affiliates when due; (b) Customer fails to comply with any term of this Agreement, Price List or any other agreement with Bank; (c) any representation or warranty of Customer in this Agreement or any other

agreement with Bank, or any representation, warranty, statement or information contained in any report,

certificate, financial statement or other document furnished to Bank, proves to have been false or mislead ing,

in each case in any material respect, when so made, deemed made or furnished; (d) Customer becomes insolvent, becomes a party to or subject to any liquidation, dissolution, bankruptcy, reorganizat ion, insolvency or other similar proceeding, or has a receiver, liquidator, custodian or trustee appointed for any

part of its assets; or(e) any other event occurs which, in the sole discretion of Bank, makes it unlikely that Customer will be able to perform its material obligations under this Agreement, Price List or any other

agreement with Bank.

28. DEFAULT INTEREST. If any amount payable to Bank by Customer is not paid when due,

unless otherwise agreed in writing, Customer's Account(s) will be charged an interest fee at the higher of the rate designated by Bank from time to time as its "prime rate" plus 2% annum, or, if Customer has

established a Line of Credit Facility with Nordea, Customer's contract rate plus 2% annum, until paid in full.


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29. INDEMNITY. Customer hereby agrees to indemnify Bank and each of its Affiliates and their respective directors, officers, employees, agents and advisors (each such person being called

an"Indemnitee") against any and all actions, proceedings, damages, liabilities, losses, costs (includ ing reasonable fees and disbursements of any counsel for any Indemnitee) and claims, including (without limitation) warranty claims, incurred by or asserted against any Indemnitee that result from or arise in

connection with (i) the execution or delivery of this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to this Agreement of their respective obligat ions

thereunder or the consummation of the transactions and Services contemplated hereby, (ii) any and all actions Bank takes in accordance with Customer's instructions, even if Bank varies from its standard

procedures in honoring Customer's instructions, (iii) any actual or prospective claim, litigation, investiga t ion

or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (iv) Bank's processing of checks in accordance

with this Agreement or Customer's instructions; (v) any ambiguity, inaccuracy or omission in any information or instructions provided by Customer to Bank; (vi) Customer's failure to provide Bank

with complete and correct data in accordance with this Agreement; or (vii) actions by third parties through the systems of or acting on behalf of the Customer, such as the introduction of a virus, that delay, alter or

corrupt Customer's transmission of information to Bank; provided that such indemnity shall not,as to any

Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non- appealable judgment to have resulted from the gross negligence or intentional or willful misconduct of such Indemnitee. The provisions of

this section titled "Indemnity" shall survive the termination of this Agreement or any Service.

30. TAXES. Customer shall not hold Bank liable or responsible for any obligations it currently has or will have in the future, known or unknown, to pay taxes to any governmental entity in relation to Customer's

Accounts and Services. Customer shall be responsible for the payment of all such taxes. Customer further agrees to provide Bank with tax documentation, declarations, certifications and information as it may require in connection with taxation, and warrants that such information is true and correct in every respect,

not misleading or inaccurate in any way, and contains all material information. Customer shall notify Bank immediately if any such information requires updating or correction. Bank is authorized to deduct from

any cash receivable credited to Customer's Accounts any taxes or levies required by any revenue or

governmental authority for whatever reason with respect to Customer's Accounts. Bank will make its best efforts to notify Customer of any debit and/or change made to the Account. The Bank complies with the Foreign Account Tax Compliance Act (FACTA) as mandated by U.S. federal tax law and the Bank may

withhold on certain payments for which no gross up or additional amount will be payable and disclose information to federal and state governments as required by law.

31. PRIVACY. Confidential information about Customer shall not be disclosed by Bank to third parties except if the information (a) is necessary to complete a transaction; (b) is required to comply with federal,

state, local laws or regulat ions or official court orders as well as foreign laws applicable to Nordea NY and its affiliates; (c) is requested by a third party such as another bank or bona fide credit agency and Customer's request to release such information is received by Bank; or (d) a claim against Bank is filed

regarding an item deposited in or drawn against Customer's Account(s), it being understood and agreed that Bank may share any such information (including, without limitation, non-public personally identifiab le

information of Customer and its representatives) with third-party service providers in the ordinary course of business and with its affiliates (so long as such service providers are subject to confidentiality obligat ions in respect of such information).


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Information about how the Bank will handle personal data can be found in the Privacy Policy at the following link:

https://www.nordea.com/en/privacy-policy.html

32. DISCLAIMER. BANK'S REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND LIABILITIES AS WELL AS CUSTOMER'S RIGHTS AND REMEDIES, AS SET FORTH IN THIS

AGREEMENT ARE EXCLUSIVE. BANK HEREBY DISCLAIMS, AND CUSTOMER HEREBY WAIVES AND RELEASES BANK FOR ALL OTHER REPRESENTATIONS, WARRANTIES OF ANY

NATURE, OBLIGATIONS AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY

LAW OR OTHERWISE, WITH RESPECT TO ANY AND ALL DOCUMENTS, SERVICES, INFORMATION, ASSISTANCE, PRODUCTS OR OTHER MATTERS PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC USE, PURPOSE OR APPLICATION, OR

OTHER IMPLIED CONTRACTUAL WARRANTY; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (iii)

ANY WARRANTIES OF TIMELINESS OR NON-INFRINGEMENT; AND (iv) ANY OTHER

WARRANTY WITH RESPECT TO QUALITY, ACCURACY OR FREEDOM FROM ERROR.

NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, BANK DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF ANY ERROR OR THAT ITS OPERATION WILL BE

ENTIRELY UNINTERRUPTED.

33. LEGAL RIGHTS, DUTIES AND LIMITATIONS. THIS AGREEMENT PROVIDES FOR

IMPORTANT LEGAL RIGHTS, DUTIES AND LIMITATIONS, INCLUDING AUTHORIZATION BY CUSTOMER THAT ANY COMMUNICATION RECEIVED BY BANK THROUGH ONLINE

BANKING SERVICES WILL BE DEEMED TO BE AVALID AND AUTHORIZED COMMUNICATION OF CUSTOMER NAMED IN THE COMMUNICATION FOR PURPOSES OF ANY ELECTRONIC SERVICE REQUESTED IN THE COMMUNICATION. CUSTOMER SHOULD

READ ALL AGREEMENTS MADE WITH BANK CAREFULLY AND ASK QUESTIONS OF THEIR ADVISORS (INCLUDING, WITHOUT LIMITATION, LEGAL ADVISORS) ABOUT ANY PROVISIONS BEFORE SIGNING.

34. BANK’S LIABILITY. Bank will be liable to Customer only for direct damages determined by a court of competent jurisdiction by final and non-appealable judgment to have arisen directly from Bank's

intentional or willful misconduct or gross negligence in the performance of Services. Bank will not be liable to customer for any of the following: (a) any damages, costs or other consequences caused by or

related to Bank's actions that are based on information or instructions provided to Bank by Customer;(b) any

unauthorized actions initiated or caused by Customer or Customer's employees, representatives or agents; (c) the failure of third parties or vendors to perform satisfactorily, other than individuals to whom Bank has delegated the performance of specific obligations provided in this Agreement; or (d) failure or errors on part

of internet service providers, telecommunications providers or any other party's own internal systems not owned by Bank.

Except for losses determined by a court of competent jurisdiction by final and non-appealable judgment to have arisen by Bank's gross negligence or intentional or willful misconduct, losses, whether for breach,

negligence, infringement, in tort or otherwise, and arising during any twelve-month period shall be limited to the average monthly charge for the Services in question for the six-month period preceding the date of loss.

https://www.nordea.com/en/privacy-policy.html


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In no event shall either party be liable to the other for any consequential, indirect, incidental, special, exemplary or punitive damages, including without limitation any loss of use or loss of business, revenue,

profits, opportunity or goodwill, under any theory of tort, contract, indemnity, warranty, strict liability or negligence, even if such party has been advised or should have known of the possibility of such damages;

provided, that this paragraph shall not be deemed to limit Customer’s indemnification obligations hereunder.

Customer agrees that the amount of any claim Customer has against Bank in connection with any Account or transaction is subject to reduction on the basis of Customer's negligence or failure to use reasonable care,

the extent to which damages could not have been avoided by Bank's use of ordinary care and reasonable

commercial standards, and Customer's failure to comply with its notice and reporting requirements under this Agreement.

Customer agrees to pursue its rights under any insurance policy it maintains in connection with any loss and to provide Bank with coverage information. Customer further agrees that Bank's liability will be reduced by

the amount of any insurance proceeds Customer receives or is entitled to receive. If Bank reimburses Customer for a loss that is covered by insurance, Customer agrees to assign Bank its rights under such insurance.

Any claim, action or proceeding by Customer to enforce the terms of this Agreement or to recover for any loss must be commenced within one year from the date that the event giving rise to the claim, action or

proceeding first occurs.

Unless prohibited by law, Customer agrees to reimburse Bank for any liability, losses and expenses thatBank may incur in connection with the operation and maintenance of Customer's Accounts and Services.

This section shall survive termination of this Agreement and all Services.

35. REPRESENTATIONS AND WARRANTIES. In contracting for Accounts and Services, Customer represents and warrants that (a) Customer has the authority to execute, deliver and perform under this

Agreement; (b) the performance of Customer's obligations under this Agreement will not constitute or result

in a breach of Customer's Certificate or Articles of Incorporation, By-Laws, Partnership or Operating

Agreement, or other organizational or formation document, as applicable, or the provisions of any material contract to which Customer is a party or by which Customer is bound, or result in violation of any law, regulation, judgment, decree or governmental order applicable to Customer or result in a breach of, constitute

a default under, or require any consent under any agreement or instrument to which Customer is a party or by which Customer is bound; and (c) all approvals, including but not limited to approvals relating to affilia te

accounts, required to permit Customer's execution, delivery, performance and consummation of this Agreement and the transactions contemplated under this Agreement have been obtained.

36. ASSIGNMENT. This Agreement and Customer's use of the Services shall benefit and be binding on Customer's successors and assigns. Customer may not, however, assign its Accounts or its rights under this

Agreement without Bank's prior written consent. Customer's Accounts are not transferable except on Bank's books and records. Bank may designate or contract with any of its affiliates or independent third-party service

providers to provide the Services under the terms and conditions of this Agreement without Customer's consent

and without giving Customer notice thereof. In addition, Bank may assign its rights and delegate its duties under this Agreement to one or more of its Affiliates without Customer’s consent and without giving Customer notice thereof.

37. NOTICES. Notices and other communications provided for under this Agreement shall be in the English language and in writing and shall be delivered:


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If to Customer:

At the address of Customer set forth on Customer's KYC Questionnaire delivered by Customer to Bank.

If to Bank:

Nordea Bank AB (publ), New York Branch

1211 Avenue of the Americas, 23rd Fl. New York, NY 10036

Attention: Cash Management Sales and Customer Support Dept.

or to such other address as a party may designate by notice in accordance with this provision. All notices

under this Agreement will be deemed given on the date of delivery by (a) hand, a nationally/internationa lly recognized overnight courier, or (b) by certified mail (postage prepaid), return receipt requested.

Notices, including notices informing you of any changes to the Agreement may also be provided to you electronically via email to an email address Bank has on record for you or by positing notice of changes on Bank website or online banking system, or mailing a notice to the current address Bank has for Customer.

Customer agrees to the changes of the Agreement by continuing the use of the Account and/or Services after the effective date of such changes.

38. SECURITY INTEREST SET OFF. Bank shall have a continuing security interest lien in the amount of any and all of Customer's liabilities and obligations to Bank, and claims of every nature and

description of Bank against Customer, whether now existing or hereafter incurred, originally contracted

with Bank and/or with another or others and now or hereafter owing to or acquired in any manner by Bank,

whether contracted by Customer alone or jointly and/or severally with another or others, absolute or contingent, secured or unsecured, matured or unmatured (all of which are hereafter collectively called

"Obligations"), upon any and all monies, deposits, securities, and any and all other property of Customer and/or its subsidiaries and the proceeds thereof, now or hereafter actually or constructive ly held or received by, or in transit in any manner to or from Bank, whether for safekeeping, custody, pledge,

transmission, collection or otherwise coming into Bank's possession in any way. Bank shall also have a right of set-off for the amount of the Obligations, and Bank may at any time or times

and without notice or demand for payment (which notice is expressly waived by the Customer to the fullest extent permitted by applicable law), apply Customer's deposits (general or special), Customer's credits with Bank, or Customer's claims against Bank, or any parts thereof, to such Obligations and in such amounts as

Bank may elect, although said Obligations may be contingent or unmatured and whether any collateral therefore is deemed adequate or not.

If Customer Account is part of a group of accounts the balances of which are aggregated for account

analysis purposes, Bank may treat all of the accounts as being jointly owned by all of the account owners and may offset any account to repay overdrafts in another aggregated account or debts of the owner of any other

aggregated account. The Bank shall promptly provide notice of such set-off to the Customer, provided that failure by the Bank to provide such notice shall not give the Customer any cause of action or right of damages or affect the validity of such set-off and application.

Customer may not pledge the Account(s) as collateral to secure any indebtedness without Bank's prior

express written consent. At any time, Bank has a right to offset against funds in Customer's Account(s), Bank may choose to place a hold against the Account(s) (to the extent of Bank's right of offset) rather tha n immediately deducting the funds.


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39. FORCE MAJEURE. Neither party will be liable to the other for any delay or interruption in performance as to any obligation in this Agreement resulting from governmental emergency orders, judicial

or governmental action, emergency regulations, war, sabotage, riots, terrorist actions, vandalism, labor

strikes or disputes, acts of God, fires, electrical failure, major computer hardware or software failures,

equipment delivery delays, acts of third parties, or delays or interruptions in performance beyond either party's reasonable control.

40. AGREEMENT AND SERVICE AMENDMENTS. Bank may amend this Agreement or add, delete

or change the features or functions of the Services, at any time, in its sole discretion without prior notice to Customer; provided, however, if such changes (other than changes due to legal or regulatory requirements)

adversely affect Customer's usage of a Service, Bank shall notify Customer of the change not less than thirty

(30) days prior to the effective date thereof. Otherwise, Bank will notify Customer of the change as soon as reasonably practicable after it is implemented. All notices of any such amendments or changes may

be given by Bank to Customer electronically, including by the electronic means set forth in Section 37 of this Agreement or by posting an updated Agreement online. By maintaining the Account and/or use of

Service(s) after the effective date of such change, you consent and agree to the changes. This Agreement will not be more favorably construed for either party, regardless of the party responsible for its preparation.

41. SEVERABILITY. Every provision of this Agreement is intended to be severable, and if any term or provision hereof shall be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and any

invalidity, illegality, or unenforceability in any jurisdiction shall not affect the validity, legality, or enforceability of any such term or provision in any other jurisdiction.

42. WAIVER AND CUMULATIVE RIGHTS. The failure or delay of Bank to require performance by Customer of any provision of this Agreement shall not affect the right of Bank to require performance of

such provision, unless such performance has been waived in writing by Bank. All rights granted to Bank hereunder or allowed to Bank by law or in equity shall be cumulative and may be exercised in part or in whole from time to time.

43. JURISDICTION AND VENUE OF ACTIONS. CUSTOMER HEREBY IRREVOCABLY: (A) CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL

COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. (B) WAIVES PERSONAL SERVICE OF ANY PROCESS IN CONNECTION WITH ANY SUCH ACTION OR

PROCEEDING AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL DIRECTED TO CUSTOMER AT ITS ADDRESS SET FORTH IN ON CUSTOMER'S

CUSTOMER IDENTITY FORM DELIVERED BY CUSTOMER TO BANK IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER ADDRESS ON FILE WITH BANK; (C) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR

PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY

LAW; (D) AGREES THAT BANK,IN ITS SOLE DISCRETION, MAY SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST CUSTOMER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

44. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO

ANY CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


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45. WAIVER OF JURY TRIAL. CUSTOMER AND BANK HEREBY IRREVOCABLY WAIVE,

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY

JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS

AGREEMENT, THE ACCOUNTS, THE SERVICES OR THE TRANSACTIONS

CONTEMPLATED HEREBY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

46. NO FDIC INSURANCE. Customer's funds and deposits in its Account(s) are not insured by the Federal Deposit Insurance Corporation.

47. NO AGENCEY, TRUST OR PARTNERSHIP. Nothing in this Agreement creates any agency, trust, fiduciary, joint venture or partnership relationship between the parties. Nothing in this Agreement

shall confer on Customer or any person the authority to act for, bind, create or assume any obligation or responsibility or make any representation on behalf of Bank.

48. HEADINGS. The titles or captions used in this Agreement are for convenience and will not be used to construe or interpret any provision hereof.

49. CONFLICTS. In case of any inconsistency between a provision in this Agreement, on the one hand, and a provision of any supplemental agreement relating to a Service, on the other hand, the provision of such supplemental agreement relating to such Service shall prevail for the applicable Service.

50. PATRIOT ACT AND BENEFICIAL OWNERSHIP. Bank hereby notifies Customer that pursuant to the requirements of the Uniting and Strengthening of America by Providing Appropriate Tools Required

to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended (the "PATRIOT Act"), it is required to obtain, verify and record information that identifies Customer, which information includes

Customer's name and address, tax identification number and/or corporate registration number and a copy of Customer's certificate of incorporation (or similar organizational document if you are not a corporation) and other information that will allow Bank to identify Customer in accordance with the PATRIOT Act.

Customer agrees to promptly provide notice of any changes in Beneficial Ownership Information that it has provided to Nordea in connection with this Agreement or otherwise and certifies, as of the effective date of this Agreement and in connection with any additional account or service provided under the terms of this

Agreement, that there are no changes to the Beneficial Ownership Information that it has most recently provided to Nordea. For purposes of this provision, Beneficial Ownership Information shall mean

information regarding (i) each individual, who, directly or indirectly, owns 25% or more of Customer’s equity interests, and (ii) a single individual with significant responsibility to control, manage or direct Customer, including an executive officer or senior manager, or any other individual who regularly performs

similar functions.

51. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL

INSTITUTIONS. Notwithstanding anything to the contrary in this Agreement or in any other account or services agreement, arrangement or understanding among any such parties, each party hereto acknowledges

that any liability of any EEA Financial Institution arising under this Agreement or any other account or services agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion

powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA

Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of,

such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares


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or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other account or services agreement; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolut ion

Authority. For the purposes of this paragraph, , “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA

Financial Institution; “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-

In Legislation Schedule; “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,

(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated

supervision with its parent; “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway; “EEA Resolution Authority” means any public administrative authority

or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution; “EU Bail-In Legislat ion Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any

successor person), as in effect from time to time; and “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolut ion

Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

52. NO PRIOR AGREEMENTS. This Agreement contains the entire understanding of and supersedes all prior agreements, written and verbal, between Bank and Customer with respect to the subject matter

hereof.

cash management services and account agreement

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