Agent Deposit Account Agreement
(Account Controlled by Agent)
This Agent Deposit Account Agreement is dated Chase Bank, N.A., a national banking association (“Bank”), a (“Principal”); and a (“Agent”). , , among JPMorgan , ,
Recitals. Principal and Agent have entered into a separate agreement regarding the management of certain
property and funds of Principal (the “Property”). Principal has authorized Agent to open one or more deposit accounts into which the Agent shall be authorized to deposit checks payable to Principal.
Agreement. The parties agree as follows:
1. The officers or other authorized representatives of Agent are authorized, on behalf of Principal, to open the deposit account or accounts listed on the attached Schedule A (“Accounts”) with Bank for and in the name of Agent as agent for Principal, and to execute and deliver all agreements and documents requested by Bank in connection with the Accounts. The Accounts may be titled as Agent’s officers or other authorized representatives designate. Principal agrees to be bound by Bank’s Terms and Conditions for Business Accounts and Services (together with all future amendments), and all other documents and agreements applicable to the Accounts. The persons designated in the Agent’s Certificate Regarding Accounts or other authorizing resolution or certificate of Agent (“Agent Authorization”) and their successors (“Authorized Persons”) are authorized to take any actions with respect to the Accounts permitted under the Agent Authorization, to the same extent as if Agent were the beneficial and legal owner of the Accounts. The Agent Authorization is not required to make specific reference to the Principal or the Accounts. Bank is authorized to pay all items and follow all instructions given pursuant to the Agent Authorization. 2. Bank is authorized to accept for deposit, for credit, for collection, or otherwise, checks, drafts, acceptances, and other instruments endorsed by any person or by stamp or other impression in the name of Agent or Principal, or items payable to Agent, Principal, or any assumed name used by Agent or Principal, without inquiry as to the circumstances of the endorsement or any lack of endorsement or the disposition of the proceeds. 3. Principal acknowledges that Bank has no obligation to accept any instructions from Principal relating to the Accounts before Bank receives the Notice described in paragraph 4. 4. The Accounts will be controlled solely by the Agent until Bank actually receives Principal’s written notice of change in authority (the “Notice”) at the Bank office and to the person indicated in paragraph 7 below. The Notice must be in the form set forth in the attached Schedule B to this Agreement. Bank will have a reasonable time after its actual receipt of the Notice as required by this Agreement in order to act on the Notice. Bank will have acted within a "reasonable time" if it acts on the Notice no later than the close of business on the second business day following the business day on which Bank receives the Notice. The time at which Bank acts on the Notice is called the "Effective Time." The Notice may be hand delivered, sent by courier, or sent by certified mail, return receipt requested, to Bank. Principal must send a copy of the Notice to Agent, but the Notice delivered to Bank is effective whether or not Principal sends or Agent receives the copy. If this Agreement relates to multiple deposit accounts, the Notice may be given for some Accounts and not for others. If the Notice is given for some Accounts and not others, the provisions of paragraphs 5 and 6 will not apply to Accounts not covered by the Notice. Agent acknowledges that all funds in the Accounts belong to Principal, and that Bank will not be permitted to take any instructions from Agent after the Effective Time. 5. After the Effective Time, Principal will have sole control of the Accounts, and the documents authorizing Agent and its officers and employees to take actions with respect to the Accounts, including, but not limited to, this Agreement, the signature cards and Agent Authorization, will no longer be effective for the Accounts.
CMM – Revised 11/15/04
JPMorgan Chase Bank, N.A.
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6. After the Effective Time, Bank must close the Accounts and return unpaid all checks drawn or other items payable on the Accounts which have not been paid prior to the Effective Time. Bank must mail the funds in the Accounts to Principal, or transfer the funds to new deposit accounts in the title of a party named by Principal, as directed by Principal in the Notice. 7. The address for mailing the Notice or any other correspondence to Bank regarding the Accounts is: JPMorgan Chase Bank, N.A. [Address of Bank office where account is serviced]
Attention: CUSTOMER SERVICE – NOTICE OF REVOCATION OF AGENT'S AUTHORITY 8. Bank is released from any liability for and will be indemnified against any loss, liability or expense arising from honoring this Agreement or the Notice. 9. Each of the undersigned agrees to the terms of this Agreement and certifies that they have the authority to execute this Agreement on behalf of their respective companies.
ATTEST:
(Name of Principal)
By:
(Signature) (Print Name and Title)
By:
(Signature) (Print Name and Title)
ATTEST:
(Name of Agent)
By:
(Signature) (Print Name and Title)
By:
(Signature) (Print Name and Title)
Receipt of this Agreement executed by both Principal and Agent is acknowledged by: JPMORGAN CHASE BANK, N.A.
(Signature)
(Name and Title)
(Date)
CMM – Revised 11/15/04
JPMorgan Chase Bank, N.A.
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Please Note: Complete this certification only if the Bank is to use the Principal's TIN on the account. If the Principal's TIN is to be used, the account name should read: "[Name of Principal], by [Name of Agent], as Agent."
Taxpayer Identification Certification
By signing below, I certify under penalties of perjury that: 1. The number shown below is Principal's correct taxpayer identification number; and 2. Principal is not subject to backup withholding because (a) Principal is exempt from back-up withholding (Principal must check the appropriate box below); (b) Principal has not been notified by the Internal Revenue Service that it is subject to back-up withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified Principal that it is no longer subject to back-up withholding; and 3. Principal is a U.S. person (including a U.S. resident alien). Check here if Principal is exempt from backup withholding. Check here if Principal is subject to backup withholding for failure to report interest or dividends. Check here if Principal is not a U.S. person (including a U.S. resident alien), and complete the appropriate Form W-8. Company Taxpayer Identification Number: Note: If you are applying for a taxpayer identification number, write "Applied for" over above boxes.
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PRINCIPAL NAME: Signature of person certifying: Name:
Title:
CMM – Revised 11/15/04
JPMorgan Chase Bank, N.A.
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Schedule A to Agent Deposit Account Agreement Dated
Name of Principal:
Name of Agent:
Deposit Account Number
CMM – Revised 11/15/04
JPMorgan Chase Bank, N.A.
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Schedule B To Agent Deposit Account Agreement
Date: JPMorgan Chase Bank, N.A.
Attention: Re: Agent Deposit Account Agreement dated JPMorgan Chase Bank, N.A., and Dear JPMorgan Chase Bank, N.A.: Pursuant to the captioned Agreement, please immediately terminate the authority of the Agent listed above to conduct business on Deposit Account Number(s) (the "Accounts") on funds belonging to Principal. Please immediately close the Accounts and pay no checks or other items payable on the Accounts and do the following with said funds: (Principal to Select One:) Principal will make the necessary arrangements with Bank to have a new account established for this property and will provide Bank with the necessary authorization for a replacement Agent. Mail a check for the amount of funds in the Accounts to Principal at the address listed below. Very truly yours, ATTEST:
(Name of Principal)
Among (Name of Principal) (Name of Agent)
By:
(Signature) (Print Name and Title)
By:
(Signature) (Print Name and Title)
(Principal’s Address)
CMM – Revised 11/15/04
JPMorgan Chase Bank, N.A.
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