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Exhibit 10.31.1       TIME SHARING AGREEMENT    This Time Sharing Agreement (the “Agreement”) is entered into as of November 15, 2017  by and between The PNC Financial Services Group, Inc., a Pennsylvania corporation, with offices  at The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, PA 15222-2401 (“Lessor”), and William  S. Demchak, with a business address of The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, PA  15222-2401 (“Lessee”).       RECITALS      WHEREAS, Lessor is the owner and operator of certain aircraft, a list of which is attached  as Schedule A hereto (hereinafter referred to individually and collectively as the “PNC Aircraft”);       WHEREAS, Lessor employs a fully qualified flight crew to operate the PNC Aircraft; and    WHEREAS, Lessor and Lessee desire to lease said PNC Aircraft with flight crew on a non- exclusive time-sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations   (“FAR”);    The parties agree as follows:    1. Lessor agrees to lease the PNC Aircraft to Lessee pursuant to the provisions of FAR  91.501(c)(1) and to provide a fully qualified flight crew for all operations.  This Agreement shall  commence on the date hereof (the “Effective Date”), and continue for the remaining portion of the  Calendar Year (“Calendar Year” being defined as the period beginning January 1st of each year  and ending December 31st of the same year).  Thereafter, this Agreement shall automatically renew  on January 1st of each subsequent Calendar Year, unless and until terminated pursuant to the terms  of this Agreement.  Except as otherwise provided in Section 9, either party may at any time  terminate this Agreement upon thirty (30) days written notice to the other party.       2. Lessee shall pay Lessor the incremental cost of each flight conducted under this  Agreement, including the cost of any “deadhead” flights made for Lessee, calculated in accordance  with Lessor’s Aviation Policy and Aviation Procedures.  Such cost shall in no event exceed the sum  of the following expenses authorized by FAR Part 91.501(d):    (a) Fuel, oil, lubricants, and other additives;    (b) Travel expenses of the crew, including food, lodging and ground       transportation;    (c)  Hangar and tie down costs away from the PNC Aircraft’s base of operation;    (d) Insurance obtained for the specific flight;    





 






  Page 2 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak  (e) Landing fees, airport taxes, and similar assessments;    (f) Customs, foreign permit, and similar fees directly related to the flight;    (g) In-flight food and beverages;    (h) Passenger ground transportation;    (i) Flight planning and weather contract services; and    (j) An additional charge equal to 100 percent of the expenses listed in 2.(a)  above.    3. Lessor will pay all expenses related to the operation of the PNC Aircraft when  incurred, and will provide an invoice to Lessee for the expenses enumerated in paragraph 2 above  within ten business days of the last day of the month in which any flight or flights for the account of  Lessee occur.  Lessee shall pay Lessor for said expenses within thirty (30) calendar days of receipt  of the invoice therefore.    Lessee shall include with each payment any federal transportation excise tax due with respect to  such payment, and Lessor shall be responsible for collecting, reporting and remitting such tax to the  U.S. Internal Revenue Service.     4. Lessee will provide Lessor with requests for flight time and proposed flight  schedules as far in advance of any given flight as possible, and in any case, at least twenty-four (24)  hours in advance of Lessee’s planned departure.  Requests for flight time shall be in a form, whether  written or oral, mutually convenient to, and agreed upon by the parties.  In addition to the proposed  schedules and flight times, Lessee shall provide at least the following information for each proposed  flight at some time prior to scheduled departure as required by the Lessor or Lessor’s flight crew:    (a) proposed departure point;    (b) destination;    (c) date and time of flight;    (d) the number of anticipated passengers;    (e) the nature and extent of luggage and/or cargo to be carried;    (f) the date and time of return flight, if any; and    





 






  Page 3 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak  (g) any other information concerning the proposed flight that may be pertinent     or required by Lessor or Lessor’s flight crew.    5.  Lessor shall have final authority over the scheduling of the PNC Aircraft; provided,  that Lessor will use its best efforts to accommodate Lessee’s needs and to avoid conflicts in  scheduling, consistent with the Lessor’s use of the PNC Aircraft in connection with its business  operations.  Lessor shall have no obligation under this Agreement to arrange for or to provide air  travel in the event that the PNC Aircraft is unavailable to satisfy Lessee’s requests for flight time.    6.  Lessor shall be solely responsible for securing repairs, maintenance, preventive  maintenance and required or otherwise necessary inspections of the PNC Aircraft, and shall take  such requirements into account in scheduling the PNC Aircraft.  No repair, period of maintenance,  preventive maintenance, or inspection shall be delayed or postponed for the purpose of scheduling  the PNC Aircraft, unless said repair, maintenance, or inspection can be safely conducted at a later  time in compliance with all applicable laws and regulations, and within the sound discretion of the  pilot in command.  The pilot in command shall have final and complete authority to delay or cancel  any flight for any reason or condition which in his judgment would compromise the safety of the  flight.  No such action of the pilot in command shall create or support any liability for loss, injury,  damage, or delay to Lessee or any other person.    7. Lessor shall employ, pay for and provide to Lessee a qualified flight crew for each  flight undertaken under this Agreement.    8. In accordance with applicable FAR, the qualified flight crew provided by Lessor will  exercise all of its duties and responsibilities in regard to the safety of each flight conducted  hereunder.  Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any  flight, refuse to commence any flight, or take other action which in the considered judgment of the  pilot in command is necessitated by considerations of safety.  No such action of the pilot in  command shall create or support any liability for loss, injury, damage, or delay to Lessee or any  other person.  The parties further agree that Lessor shall not be liable for delay or failure to furnish  the PNC Aircraft and crew pursuant to this Agreement when such failure is caused by the demands  of the Lessor’s business operations requiring its use of the PNC Aircraft, government regulation or  authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions,  or acts of God.    9. At all times during the term of this Lease, Lessor shall maintain the following  insurance coverages from insurance carriers acceptable to Lessee:     (a) PNC Aircraft Physical Damage insurance in an amount at least equal to the  fair market value of the PNC Aircraft; and     





 






  Page 4 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak  (b) PNC Aircraft Liability Insurance – Combined Single Limit Bodily Injury and  Property Damage, Including Passengers, of at least $100,000,000 for each  occurrence.  Such coverage shall:    i. Be primary, non-contributing with any insurance maintained by Lessee;    ii. Name Lessee and his guests as additional insureds;    iii. Expressly waive subrogation against Lessee; and    iv. Provide at least thirty (30) days advance written notice to Lessee of any  material changes, cancellation, or non-renewal.    Lessor shall furnish Lessee with duly executed certificates evidencing all required insurance  coverages, limits and requirements, together with satisfactory evidence of the premium payment as  of the effective date of this Agreement.  Lessor shall provide certificates of insurance upon each  renewal no less than thirty (30) days prior to coverage expiration.  Lessee’s acceptance of such  certificates is not to be construed as any waiver of Lessee’s rights to the insurance required.   Further, if Lessee fails for any reason to receive certificates or other evidence of insurance from  Lessor, such failure shall not be deemed a waiver of required coverage.  Lessee retains the right to  terminate this Agreement immediately if Lessor fails to provide adequate and proper evidence of  required insurance.    Lessor shall also bear the cost of paying any deductible amount on any policy of insurance  in the event of a claim or loss.    Each liability policy shall be primary without right of contribution from any other insurance  which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof,  except the limits of liability, shall operate in the same manner as if there were a separate policy  covering each insured.    Lessor warrants that this Agreement has been reviewed by the insurance carrier for each  policy of insurance on the PNC Aircraft and that the relevant terms and conditions of this  Agreement are acceptable to each such carrier.      10. Lessee warrants that:    (a) He will use the PNC Aircraft for and on account of his and his guests’  personal travel needs and will not use the PNC Aircraft for the purpose of providing transportation  of passengers or cargo in air commerce for compensation or hire; and    (b) He will refrain from incurring any mechanics or other lien and shall not  attempt to convey, mortgage, assign or lease the PNC Aircraft or create any kind of lien or security  





 






  Page 5 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak  interest involving the PNC Aircraft or do anything or take any action that might mature into such a  lien.     11. For purposes of this Agreement, the permanent base of operation of the PNC Aircraft  shall be 25 Allegheny County Airport, West Mifflin, PA 15122.    12. Neither this Agreement nor any party’s interest herein shall be assignable.  This  Agreement shall inure to the benefit of and be binding upon the parties hereto, their representatives  and successors.  This Agreement constitutes the entire understanding between the parties, and any  change or modification must be in writing and signed by both parties.    13.  All communications and notices provided for herein shall be in writing and shall  become effective when delivered by facsimile transmission (to Lessor at [redacted] or to Lessee at  [redacted]) or by Federal Express or other overnight courier or four (4) days following deposit in  the United States mail, with correct postage for first-class mail prepaid, addressed to Lessor or  Lessee at their respective addresses set forth above, or else as otherwise directed by the other party  from time to time in writing.    14.  This Agreement is entered into under, and is to be construed in accordance with, the  laws of the Commonwealth of Pennsylvania and the applicable FAR.      15.  TRUTH IN LEASING STATEMENT    THE PNC AIRCRAFT HAVE BEEN MAINTAINED AND INSPECTED UNDER  FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS  AGREEMENT.     THE PNC AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR  PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.   DURING THE DURATION OF THIS AGREEMENT, THE PNC FINANCIAL SERVICES  GROUP, INC., ONE PNC PLAZA, 249 FIFTH AVENUE, PITTSBURGH, PA 15222-2707, IS  CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE PNC  AIRCRAFT UNDER THIS AGREEMENT.    AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL  AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM  THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.    THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING  REQUIREMENTS” ATTACHED HERETO IN EXHIBIT B ARE INCORPORATED HEREIN  BY REFERENCE.    THE UNDERSIGNED, AS A DULY AUTHORIZED OFFICER OF THE PNC  





 






  Page 6 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak  FINANCIAL SERVICES GROUP, INC., THE TOWER AT PNC PLAZA, 300 FIFTH  AVENUE, PITTSBURGH, PA 15222-2401, CERTIFIES THAT IT IS RESPONSIBLE FOR  OPERATIONAL CONTROL OF THE PNC AIRCRAFT AND THAT IT UNDERSTANDS  ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION  REGULATIONS.      [SIGNATURE BLOCK IS ON THE FOLLOWING PAGE]  





 






  Page 7 of 7    Time Sharing Agreement   Between The PNC Financial Services Group, Inc. and  William S. Demchak   IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be  legally bound.    THE PNC FINANCIAL SERVICES GROUP, INC.   (LESSOR)        By: /s/Christi Davis     Name:  Christi Davis  Title:    Corporate Secretary  Date:    11/15/17                                             WILLIAM S. DEMCHAK   (LESSEE)      /s/William Demchak      Date:  11/15/17