JPMORGAN CHASE BANK, N.A.
GLOBAL ACCOUNT TERMS
DEPOSIT ACCOUNT AGREEMENT
Euro Currency Trust, U.S. federally registered grantor trust, (the
"CUSTOMER") and the London Branch of JPMorgan Chase Bank, N.A. (the "BANK")
undertake to comply with and be bound by the following Global Account Terms of
this Deposit Account Agreement.
ESTABLISHING ACCOUNTS
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1.1 The Customer's euro-denominated, interest-bearing account (the "ACCOUNT")
maintained with the London Branch of the Bank shall be subject to these
Global Account Terms (the "ACCOUNT TERMS") and the Account Application
and the Signature List executed by the Customer regarding the Account
attached hereto (together, the "ACCOUNT APPLICATIONS") and by continuing
to use an Account the Customer acknowledges its acceptance of these
Account Terms and the relevant Account Applications.
1.2 Unless otherwise specified the Customer will establish the Account as
principal. The Customer shall not transfer any of its rights and
interests in the Account nor create any form of security interest over
such rights and interests without the prior written consent of the Bank.
1.3 The Customer represents and warrants that it has power and capacity to
open and operate the Account, that the Account Terms and the relevant
Account Applications constitute valid and binding obligations of the
Customer and that the Customer has taken all necessary actions to duly
authorise the execution and delivery of the same.
SIGNATORIES
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2.1 "SIGNATORY" means a person named in the relevant Account Application (or
other analogous document under which the Customer authorises persons to
communicate with the Bank in relation to the Account) who is authorised
to act on behalf of the Customer at the time of the relevant Instruction
and in respect of the matters set out in clause 3 below.
2.2 The Bank may treat any Signatory as duly authorised to issue Instructions
as defined below until the Bank receives written notice from the
Customer, after which the Bank shall act promptly, that the Signatory no
longer has the authority to issue Instructions.
2.3 The Customer will provide specimen signatures (including specimens of
facsimile signatures and/or personal seals) to the Bank (in the Account
Application or otherwise) in the number and form required and will verify
the identity of each Signatory in a manner required by the Bank.
AUTHORITY OF SIGNATORIES
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3.1 Each Signatory, subject to any written limitation received by the Bank
from the Customer, is authorised on behalf of the Customer to:
(a) open, operate and close the Account;
(b) appoint and remove Signatories;
(c) execute the Account Application(s) and any form of agreement relating
to communications, whether by telephone, telex, electronic or other
means;
(d) execute any agreements relating to overdrafts, borrowings or cash
management;
(e) draw, accept, endorse or discount cheques, drafts, bills of exchange,
notes and other instruments;
(f) overdraw the Account as may be permitted by the Bank;
(g) make arrangements with the Bank concerning periodic payments into or out
of the Account;
(h) advise the Bank of credits destined for the Customer's Account;
(i) place money on interest-bearing or term deposit with the Bank and
withdraw that money and accrued interest either on or before any
applicable maturity date;
(j) authorise and request the Bank to effect foreign exchange transactions
and purchase and/or sell treasury products for the account of the
Customer;
(k) deposit any property of the Customer with the Bank for safe keeping,
have access to and reclaim any property so deposited or give the Bank
Instructions in relation to it;
(l) execute guarantees, indemnities or other undertakings to the Bank in
relation to:
(i) missing documents;
(ii) guarantees, letters of credit or other undertakings given or to
be given by the Bank to or at the request of the Customer; or
(iii) anything else done or to be done by the Bank at the request of the
Customer;
(m) give the Bank any form of security over, or make any other arrangements
with the Bank concerning, any property of the Customer including without
limitation bills of exchange, bills of lading, warehouse certificates,
insurance policies and share and debenture certificates;
(n) countermand, revoke or amend Instructions; and
(o) give the Bank Instructions relating to any of the above.
INSTRUCTIONS
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4.1 "INSTRUCTION" means a communication, including without limitation, a
cheque or demand for payment, which (i) contains the information required
by the Bank to enable the Bank to give effect to the communication; (ii)
is received by the Bank in writing, by facsimile, tested or untested
telex, SWIFT, telephone, or via the Bank's electronic instruction system
or such other means as are for the time being agreed by the Customer and
the Bank; and (iii) which the Bank believes in good faith to have been
given by the Customer.
4.2 The Customer is responsible for keeping and completing cheque and other
forms and documents and for issuing Instructions in a manner so as to
prevent unauthorised completion, alterations or additions. The Customer
shall not issue cheques which are post dated and shall immediately notify
the Bank if it becomes aware that any of its cheques (whether completed
or blank) are lost or stolen.
4.3 If the Bank and the Customer at any time agree on a security procedure to
be used in relation to any category of communications (including
encryption), the Customer shall safeguard any test keys, passwords,
identification codes or other security or authentication devices, make
them available only to properly authorised persons and be fully
responsible for any use of such security procedure (whether authorised or
unauthorised)
4.4 Nothing in ths Clause 4 obligates the Bank to confirm Instructions which
appear to the Bank acting in good faith to have been given by the
Customer.
AUTHORITY AND OBLIGATIONS OF THE BANK
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5.1. The Bank is authorised and agrees to accept, honour and execute without
inquiry each Instruction which the Bank believes in good faith to have
been given by a Signatory and any other Instruction communicated by other
means which the Bank receives in strict accordance with any agreed
security procedure. Provided the Bank believes in good faith that an
Instruction has been given by a Signatory, where such an Instruction has
been effected by means of a facsimile signature, personal seal or chop,
the Bank is authorised to act on such Instruction, regardless of by whom
the facsimile signature, personal seal or chop was actually affixed. The
Bank does not have to inquire into the circumstances of any transaction.
5.2 The Bank may at its option use any means to confirm or clarify
Instructions, even if any agreed security procedure appears to have been
followed: if the Bank is not satisfied with any confirmation or
clarification, it may decline to honour the Instruction.
5.3 The Bank has established cut-off times for some categories of
communications, details of which are attached hereto as Addendum A. If an
Instruction is received by the Bank after its cut-off times, the Bank may
process the Instruction on the next day on which it is open for such
business. The Bank may process any Instruction through any of the
payments systems identified in Addendum A.
5.4 Execution of Instructions will be subject to applicable law and the rules
of the payment system used, including those laws or rules concerning a
misdescribed or missing beneficiary, beneficiary's bank or intermediary
bank. The Bank may rely on the identifying number of any account,
intermediary or beneficiary's bank which appears in an Instruction as the
proper identification of the beneficiary, intermediary or beneficiary's
bank notwithstanding that the Instruction identifies an entity different
from the entity identified by name in the Instruction. The Bank may
complete or correct incomplete or inaccurate intermediary or beneficiary
bank details.
5.5 The Bank may, at its option, honour any Instruction even if as a result
an Account becomes overdrawn or an existing overdraft is increased. The
Bank may also, in its absolute discretion, select which Instructions (if
any) shall and shall not be affected. If the Customer is permitted to
overdraw an Account, the overdraft shall be on such terms as are agreed
between the Customer and the Bank. However, in the absence of such
agreement, the Bank shall be entitled to debit the overdrawn Account with
interest, fees and other expenses at such rates as it considers
appropriate. The Customer will repay borrowed monies and pay such
interest, fees and other expenses on demand.
5.6 Where execution of an Instruction requires the Bank to purchase or sell a
currency other than the currency of the Account on which the Instruction
is given, the Bank is authorised to purchase or sell the currency at its
rate at the relevant time for the purchase or sale of such currency
having regard to the size and tenor of the transaction.
5.7 If the Customer chooses to confirm any Instruction, any confirmation must
be clearly marked as such and, if there is any discrepancy between an
Instruction and any confirmation, the terms of the Instruction shall
prevail.
DEPOSITS, AVAILABILITY OF FUNDS
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6.1 The Customer undertakes that it will have good title to all items
presented to the Bank for deposit or for any other purpose. Money
deposited or paid into an Account will not be regarded as available until
collected and irrevocably received in cleared funds. The Customer
requests that the Bank accept without inquiry all cheques and other
instruments presented for deposit into the Account without checking
whether they are valid, properly endorsed or owned by the Customer.
6.2 As collecting bank, the Bank as agent for the Customer will deal with and
present the cheques and instruments in accordance with the custom and
practice of the country in which the cheques are collected.
6.3 If the Bank credits the Account in contemplation of receiving funds for
the Customer's credit and those funds are not actually received by the
Bank, or on the faith of a transaction which is subsequently set aside or
revoked, or if the Bank does not receive funds for the Customer's credit
for value on the date advised by or on behalf of the Customer, the Bank
shall be entitled to debit the Account of the Customer with the amount
previously credited and/or with any other charges incurred. If the
Account becomes overdrawn or further overdrawn as a result of such debit
the Customer will pay on demand the overdrawn amount and interest on the
overdrawn amount.
INTEREST
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7.1 Interest will accrue daily, in Euros, on all Euro balances in the Account
and will be credited monthly, in Euros, to the Account. The Bank agrees
that it will endeavour at all times to pay a competitive market interest
rate on all Euro balances in the Account. As of the date of this
Agreement, the Bank has agreed to pay interest at a rate equal to the
Euro Overnight Index Average ("EONIA") less 20 basis points on all Euro
balances in the Account. The Customer agrees that this is a compettive
market interest rate. The Bank reserves the right to change the basis of
the calculation of the interest rate in the event that there are
significant changes in conditions such as: the market rate moves
dramatically; the Euro balances are significantly higher or lower than
Sponsor's projections; or the EONIA index ceases to accurately reflect
the market . The Bank will endeavour to provide to the Customer and
Customer's sponsor advance notice whenever the Bank intends to change the
interest rate on the Account, except where there are unforseen changes in
conditions or significant changes in the Trust's balances in the Account.
The Bank, at Customer's sponsor's initiation, will discuss the rate paid
on the Account with the Customer's sponsor at least once each calendar
quarter. Should the Customer hereafter fail to come to agreement with the
Bank on a competitive market rate, the Customer's only recourse will to
be to withdraw the Euro balance from the Deposit Account, terminate the
Deposit Account Agreement and close the Deposit Account.
ACCOUNT INFORMATION
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8.1 The Bank will issue , on a daily basis, balance and transactions reports
for the Account for the previous day. Bank will also send a periodic
statement of account for the Account as agreed with the Customer.
8.2 The Customer will ensure that the statements, confirmations and advices
it receives from the Bank are examined by a
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responsible person on behalf of the Customer within a reasonable time of
receipt; and that any mistake or discrepancy is notified promptly to the
Bank. The Bank shall not be responsible for the Customer's reliance on
balance, transaction or related information which is subsequently
updated or corrected or for the accuracy or timeliness of information
supplied by any third party to the Bank.
OTHER DOCUMENTATION
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9.1. This document and the Account Applications replace any existing
agreements relating to the subject matter hereof or thereof, with effect
from the date the Bank receives the relevant Account Application or
analogous document in form and substance satisfactory to the Bank.
9.2 These Account Terms are in addition to any future agreement between the
Bank and the Customer (including without limitation any agreement
relating to the provision of electronic banking services, specific
payment or cheque services or custody services) and if there is an
inconsistency between these Account Terms and any such other agreement,
any such other agreement will prevail for the purposes of the particular
account or service which is the subject of such other agreement. If there
is an inconsistency between these Account Terms and any terms of the
relevant Account Application(s), the terms of the Account Application(s)
shall prevail for the purposes of the Account(s) which are subject to
such Account Application(s).
REVERSALS
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10.1 Unless otherwise expressly provided, all Instructions shall continue in
full force and effect until cancelled or superseded. Instructions may
only be reversed, amended, cancelled or revoked by the Customer with the
consent of the Bank. That consent shall not be withheld unless the Bank
reasonably determines that it would not be possible to give effect to any
reversal, amendment or revocation, or the Bank has entered into other
transactions or otherwise materially changed its position as a result of
receiving such Instructions.
10.2 The Customer may stop payment of a cheque at any time provided the Bank
branch on which the cheque is drawn receives an Instruction to that
effect from the Customer prior to the Bank honouring or arranging to
honour the cheque concerned.
10.3 If the Bank erroneously posts or fails to post an entry to the Account
the Bank may reverse or make a correcting entry and the provisions of
clause 6.3 shall apply to any resulting overdraft.
FEES AND CHARGES
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11.1 The Bank may, at its option, invoice the Customer or debit the Account
for services or for handling telecommunications or messages dispatched at
the Customer's request, and other out of pocket costs incurred by it for
the Customer's account in accordance with its fee arrangements in place
from time to time. All payments to be made to the Bank shall be in full,
without set-off or counterclaim and free of any deductions or
withholdings on account of any tax or otherwise. The Bank will forward to
the Customer a statement in respect of each Account detailing all
interest and fees charged to that Account.
11.2 The Customer agrees to pay or reimburse the Bank for any taxes, levies,
imposts, deductions, charges, stamp, transaction and other duties and
withholdings (together with any related interest, penalties, fines, and
expenses in connection with them) in connection with the Account
(including payments or receipts to an Account) except if imposed on the
overall net income of the Bank.
SET-OFF
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12.1 The Bank may (at any time and without prejudice to any of its other
rights howsoever arising and without prior notice or demand for payment)
retain, apply or set off any money held in the Account towards payment of
any amount owing by the Customer to the Bank.
INDEMNITY AND LIABILITY
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13.1 The Customer shall fully indemnify the Bank and its employees, officers
and directors and each of the affiliates and subsidiaries of JPMorgan
Chase Bank, N.A. on demand, at all times against any losses, costs,
claims, damages, liabilities and expenses (including without limitation
legal fees) which it or they suffer or incur directly or indirectly as a
result of (i) the Customer's breach of these Account Terms, (ii) the Bank
acting on what it believed (in good faith) to be the Customer's
communication or Instruction or because of anything done under or as
contemplated by these Account Terms. This indemnity is in addition to and
not in substitution for any other indemnity or right in favour of the
Bank given by law or otherwise and shall not be affected or discharged by
any thing.
13.2 (i) Subject to clause 13.2 (ii) below, the Bank shall be liable only for
direct loss or damage which the Customer suffers or incurs arising from
the Bank's gross negligence or wilful misconduct and shall not be liable
for any other loss or damage of any nature. For the purposes of this
clause "reasonably forseeable loss or damage" is loss or damage of a
kind whichthe Bank should reasonably have foreseenat the date of the
acknowledgementby the Customer of the Account Application ofr accounts
in London as a serious possibility in the event of the breach in
question occurring and which arises in the ordinary course of things.
(ii) The Bank shall not in any event be liable for loss of business or
profits or goodwill or any indirect or consequential or punitive or
special loss or damage, in each case whether or not reasonably
foreseeable, even if the Bank has been advised of the likelihood of such
loss or damage and whether arising from negligence, breach of contract
or otherwise.
(iii) The provisions of clause (i) and (ii) above shall not apply to the
extent that the loss or damage is caused by fraud, on the part of the
Bank.
GOVERNING LAW AND JURISDICTION
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14.1 These Account Terms, the relevant Account Application and the rights and
obligations of the Customer and the Bank in respect of the Account shall
be governed by, performed and construed in accordance with the laws of
England.
14.2 If any of these Account Terms is unenforceable or illegal in any
jurisdiction, that will not affect the rest of the Account Terms in that
jurisdiction, or any of the Account Terms in any other jurisdiction.
14.3 In relation to the Account, the courts of England shall have exclusive
jurisdiction to settle any disputes which arise out of or
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are connected with these Account Terms, the relevant Account Application
and/or the relevant Account. This clause is for the benefit of the Bank
only and does not prevent the Bank from taking proceedings in United
States.
RECORDING
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15.1 The Bank may record telephone conversations in connection with an
Instruction. At the Customer's request and cost the Bank will supply a
copy or transcript of any such recording to the Customer. The recording
or transcript may be used in resolving any dispute between the Bank and
the Customer. Recordings and any transcript shall be the property of the
Bank.
15.2 The Bank may microfilm or electronically record any document and subject
to any law affecting the relevant Account may destroy the original of
such documents. Subject to the provisions of applicable law the Bank and
the Customer shall be entitled to rely on any such stored document in any
legal proceeding or for any other purpose.
DISCLOSURE
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16.1 The Customer authorises the Bank to retain an affiliated company and/or
any other agents to perform data processing, collection and other
services which the Bank considers necessary or desirable for the Bank.
The Bank reserves the right to modify or terminate its arrangements with
its agents at any time.
16.2 The Customer agrees that Instructions and information concerning the
Account, the Customer and transactions to be disclosed in accordance with
this clause 16 may be transmitted across national boundaries and through
networks including those owned and operated by third parties.
16.3 The Customer authorises the Bank to disclose information concerning the
Account, transaction or the Customer where, (i) in the Bank's view, the
disclosure is necessary or desirable for the purpose of allowing the Bank
to perform its duties and exercise its powers and rights hereunder; (ii)
the disclosure is to a proposed assignee of the rights of the Bank in
respect of the Account; (iii) the disclosure is to a branch, affiliate,
subsidiary, employee or agent of JPMorgan Chase & Co. or to its auditors
or legal advisers; (iv) the disclosure is to the auditors of the
Customer; or (v) as may be otherwise required by law, irrespective of
whether the disclosure is made in the jurisdiction in which the Customer
is resident, the Account is kept, the transaction conducted or elsewhere.
FORCE MAJEURE
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17.1 The Bank shall have no liability for any damage, loss, expense or
liability of any nature which the Customer may suffer or incur, to the
extent caused by an act of God, fire, flood, civil or labour disturbance,
war or terrorism, act of any governmental authority or other act or
threat of any authority (de jure or de facto), legal constraint
(including attachments or other legal process), fraud or forgery (other
than on the part of the Bank or any of its directors, officers or
employees), malfunction of equipment (including, without limitation, any
computer or related software) except where such malfunction is primarily
attributable to the Bank's gross negligence in maintaining the equipment
or software, failure of or the effect of rules or operations of any funds
transfer system, inability to obtain or interruption of communications
facilities, or any cause beyond the reasonable control of the Bank
(including, without limitation, the non-availability of appropriate
foreign exchange);
17.2 Any amount standing to the credit of the Account with the Bank is payable
exclusively at the branch at which the Account is held: however, payment
may be suspended from time to time in order to comply with any law,
regulation, governmental decree or similar order for the time being
affecting the Bank, its officers, employees, affiliates, agents or
correspondents.
NOTICES
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18.1 Any communication, other than an Instruction, shall be in writing (unless
otherwise agreed) and may be sent by personal delivery, facsimile, telex,
SWIFT or post addressed, in the case of communications from the Customer
to the Bank to the branch of the Bank where the Account is maintained and
in the case of communications from the Bank to the Customer, to the
address notified by the Customer to the Bank from time to time. Any
communication will only be effective when actually received.
CLOSURE/TERMINATION
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19.1 The Bank has the right to close an Account at any time by not less than
ninety (90) days notice in writing addressed to the Customer at its most
recent address as advised by the Customer to the Bank. Before or on the
expiry of such notice the Bank will transfer any balance in the Account
in accordance with the Customer's Instructions. On the expiry of such
notice the Bank's obligations in respect of the Account shall cease.
However, any such closure or termination shall not affect the Customer's
liabilities to the Bank arising prior to or after such termination or
closure, all of which shall continue in full force and effect. In the
absence of such Instructions the Bank may transfer the balance to an
unclaimed moneys account.
MISCELLANEOUS
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20.1 Successors - The expressions "the Bank" and "the Customer" when used
herein shall include any "successor" of the Bank or the Customer, as
applicable, and "successor" means an assignee or successor of JPMorgan
Chase Bank, N.A., or Euro Currency Trust, as applicable, or any person
who, under the laws of its jurisdiction of incorporation or domicile, has
assumed the rights and obligations of JPMorgan Chase Bank, N.A., or Euro
Currency Trust, as applicable, hereunder or to which under such laws the
same have been transferred.
20.2 If these terms are translated into, or appear in a language other than
English, the English language version shall govern and control.
20.3 Headings are for convenience only and shall not affect the interpretation
of this document.
20.4 The Customer acknowledges that deposits held in a branch of the Bank
located outside of the U.S. are not insured by the Federal Deposit
Insurance Corporation; are subject to cross-border risks and may enjoy a
lesser preference, as compared to deposits held in the U.S., in the event
the Bank should be liquidated, insolvent or placed into receivership or
other proceeding for the benefit of creditors.
20.5 These Account Terms may be enforced only by the Bank or the Customer or
such party's successors and permitted assigns. Notwithstanding the
foregoing, but subject to the prior written consent of the Bank, each
employee, officer and director of the Bank and each of the affiliates and
subsidiaries of JPMorgan Chase Bank may
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enforce the terms of clause 13. The Bank and the Customer may at any
time, by agreement, rescind these Account Terms or vary them without the
consent of such employees, officers, directors or the affiliates and
subsidiaries of JPMorgan Chase Bank.
20.6 (i) The Bank will collect information about the Customer and the
Customer's employees and agents which may constitute personal data for
the purposes of the Data Protection Act 1998 (the "Act") and other
relevant data protection legislation (such as, without limitation,
authorised signatory details). Such personal data may be collected by or
on behalf of the Bank in a number of ways (the "Collection Methods"),
including via Account Applications or other analogous documents, via
applications or documentation relating to the provision to or use by the
Customer of electronic banking services, or specific payment or cheque
services, via the Customer's use of such electronic banking services, or
specific payment or cheque services, and via other correspondence or
communications between the Customer and the Bank.
(ii) The Bank will use personal data collected by it or on its behalf via
the Collection Methods for the following purposes (the "Purposes"),
namely for the purpose of providing the services to the Customer in
accordance with the Global Account Terms and Account Applications, for
otherwise administering the Account(s), for providing the Customer with
services such as electronic banking services, or specific payment or
cheque services, for the Bank's internal administrative purposes, for
contacting the Customer about products and services which the Bank or
other members of the Bank's group offer which the Bank believes may be of
interest to the Customer, and as may be otherwise required by law or
applicable regulatory or governmental authorities, and such purposes may
include transfer of such personal data outside of the European Economic
Area to the Bank's subsidiaries or other connected companies or to other
organisations as may be required by law or other applicable regulatory or
governmental authorities.
(iii) The Customer shall ensure that any disclosure of personal data made
by it or by its employees or agents via the Collection Methods which
relate to the Customer's employees or agents is only made following
notification by the Customer to data subjects of the Purposes for which
their personal data may be processed by or on behalf of the Bank, and is
otherwise fair and lawful.
20.7
IN WITNESS WHEREOF, this Agreement has been duly executed as of ________,
2005.
EURO CURRENCY TRUST
BY THE BANK OF NEW YORK, AS TRUSTEE
By
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Name:
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Title:
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JPMORGAN CHASE BANK, N.A.
By:
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Name:
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Title:
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