J.P. MORGAN CHASE BANK, N.A. 1A - 2015

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I I I � Funds Transfer Security Procedure Agreement V1.2_0406_(1105) Commercial Banking The undersigned (the "Customer") has requested the ability to provide payment orders (including any amendments thereof, "payment orders ") with respect to its accounts at JPMorgan Chase Bank, N.A. (the "Bank ") in writing, by fax, electronically or orally, as from time to time permitted by the Bank. This sets forth the agreement between the Customer and the Bank with respect to the security procedures which the Bank will follow with respect to such payment orders. This agreement applies to any of the Customer's accounts currently andlor subsequently maintained at the Bank. The agreed -upon security procedure for the verification of payment orders is callback verification. The Bank will verify the authenticity of any oral or written (including writings transmitted by facsimile) payment orders, which exceed dollar thresholds from time to time established by Bank, issued in the name of the Customer, by obtaining confirmation from any person whom, according to the Bank's records, the Customer has designated as [(or any other person which the Bank otherwise reasonably believes to be)] authorized to issue instructions or payment orders or to verify payment orders on any of the Customer's accounts with the Bank at the telephone number in the Bank's records. Changes to callback information must be provided to the Bank in writing by an authorized person. In certain other circumstances (e.g., repetitive payment orders or payment orders of which the Customer is the beneficiary), the Bank . may elect not to obtain callback verification. The Bank may elect, but is not obligated, to follow any other or additional verification procedures in its discretion. All payment orders are subject to the Bank's acceptance and, without limiting the generality of the foregoing, the Bank will not be obligated to accept a payment order which has not been confirmed by callback. The Customer agrees to be bound by any payment order, whether or not authorized, issued in Its name and accepted by the Bank in accordance with the security procedures described herein. It is understood that these security procedures are designed to verify the authenticity, and not the correctness, of payment orders. The Customer hereby ratifies and confirms its agreement to the Bank's account terms and conditions and funds transfer service terms, as in effect on the date hereof and applicable to the Customer's accounts at the Bank and as may be amended from time to time (collectively, the 'Account Terms "). In the event of a conflict between this agreement and the Account Terms, this agreement shall control. This agreement shall be governed by and construed in accordance with the laws of the State of California. Each party hereby represents and warrants to the other that the person executing and delivering this agreement on such party's behalf is duly authorized and empowered to do so- The Customer VIPE�aoNe A AM—__ 95- 6000785 ate. : :r:wrP°a�sr,-rrnm, —° � By e"tore FRANCISO GUTIERREZ +P"A NMtP EXECUTIVE DIRECTOR. FINANCES MGM i AGENCY By C��IS -[INE C. DUARTE TREASURY MANAGER TIFF Date le // H/ The Uank JPMORGAN CHASE BANK, N.A. ty. �PLIFi #fit , PN: 3509141)OC 11): 3 Pigzc 21 of 51