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
------------------------
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
-------------------------------------
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 th
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