Exhibit 10.30

	
	NY Law GPSA (Version 7.0)
1
GLOBAL PAYING SERVICES AGREEMENT
Dated  as  of  _______________________  2021,  between  Fluence  Energy,  LLC,  a  Delaware  limited  liability
corporation (“Buyer Parent”) and Citibank, N.A., a U.S. national banking association (“Citibank”).
BACKGROUND
A. From time to time Buyer (as defined in Article I) enters into
commercial  trade  transactions  with  various  suppliers  (each,  a
 “Supplier”) for the purchase of goods and/or services, resulting in
Payment Obligations (as defined in Article I) owed by Buyer to the
respective Suppliers.
B. To facilitate the processing of Payment Obligations, Buyer and
Suppliers  intend  to  utilize  one  or  more  computerized  settlement
systems, including related services, Equipment and Software (each
as defined in Article I and, as updated from time to time, collectively,
the  “System”)  provided  by  Citi  (as  defined  in  Article  I).    Citi  is
prepared to provide Buyer with a license to the System, subject to
the  terms  and  conditions  set  forth  in  this  Agreement and  in  any
applicable Joinder Agreement (as defined in Article I).
C. Buyer wishes to engage Citi to  act  as Buyer’s  paying agent
with respect to the transactions it wishes to settle using the System.
Citi  is  willing  to  act  as  Buyer’s  paying  agent,  on  the  terms  and
conditions set forth herein and in any applicable Joinder Agreement.
NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,
terms, conditions, representations and warranties contained herein,
and  other  good  and  valuable  consideration  the  receipt  and
sufficiency of which is hereby acknowledged, Buyer and Citi agree
as follows:
ARTICLE I:  DEFINITIONS
In this Agreement:
 “Adverse Transfer Notice” means any notice that (i) any Payment
Obligation  or  any  portion  thereof  has  been  sold,  transferred  or
pledged  as  security  for  the  obligations  of  a  Supplier,  or  (ii)  a
Bankruptcy Event has occurred with respect to a Supplier.
 “Affiliate” means any domestic or foreign partnership, joint venture,
corporation,  limited  liability  company,  bank    or  other  form  of
enterprise  in  which  Buyer    Parent  or  Citi  Parent,  as  applicable,
possesses (directly or indirectly) an ownership interest of 80 percent
or greater.
 “Agreement” means this Global Paying Services Agreement, as such
may  be  amended,  restated,  supplemented  or  otherwise  modified
from time to time (including via Joinder Agreement) in accordance
with its terms.
 “Anti-Corruption Laws” means all laws, rules, and regulations from
time  to  time,  as  amended,  concerning  or  relating  to  bribery  or
corruption, including, without limitation, the U.S. Foreign Corrupt
Practices  Act  of  1977,  the  UK  Bribery  Act  2010,  and  all  other
applicable anti-bribery and corruption laws.
 “Anti-Money  Laundering  Laws”  means  all  applicable  money
laundering  statutes,  financial  recordkeeping  and  reporting
requirements  of  the  jurisdictions  where  Buyer  or  its  parents  or
subsidiaries conduct business, the rules and regulations thereunder
and any related or similar rules, regulations  or guidelines, issued,
administered or enforced by any governmental or regulatory agency.
 “Approved Buyer Affiliate” means any Affiliate of Buyer Parent that
is reasonably acceptable to Citi for settling transactions utilizing the
System.
 “Authorized  Users”  means  employees,  agents  or  contractors  of
Buyer  whom  it  has  designated  as  being  authorized  to  access  the
System on its behalf and who have been provided Logins to access
the System by Citi.
 “Bankruptcy Event” means, as to any Supplier, any of the following:
(a) any  case  or  proceeding  with  respect  to  such  Supplier  under
applicable  law (whether  under Title  11  Bankruptcy  of  the United
States  Code  or  any  other  national,  federal  or  state  bankruptcy,
insolvency,  reorganization  or  other  law  affecting  creditors’  rights
generally)  or  any  other  or  similar  proceedings  seeking  any  stay,
reorganization,  arrangement,  composition  or  readjustment  of  the
obligations and indebtedness of such Supplier; (b) any proceeding
seeking  the  appointment  of  any  trustee,  receiver,  liquidator,
custodian  or  other  insolvency  official  with  similar  powers  with
respect to such Supplier or any material portion of its assets; (c) any
proceedings for liquidation, dissolution or other winding up of the
business  of  such  Supplier;  (d)  any  assignment  for  the  benefit  of
creditors or  any marshaling of assets of such Supplier; or (e) any
analogous procedure or step taken in any jurisdiction.
 “Business Day” means any day on which commercial banks are open
for  business  (including  dealings  in  foreign  exchange  and  foreign
currency deposits) in the jurisdiction where the applicable Citi entity
is  located  and  the  principal  financial  center  of  each  relevant
currency.
 “Buyer” means, individually or collectively (as the context requires),
Buyer Parent and each of its Approved Buyer Affiliates a signatory
to this Agreement or any Joinder Agreement.
 “Buyer Contracting Party” means any Approved Buyer Affiliate that
is a party to this Agreement or any Joinder Agreement.
 “Change  of  Control”  with  respect  to  Buyer  Parent  or  any  other
Buyer, means any of the following:  (i) the sale, lease or transfer of
all  or  substantially  all  of  the  assets  of  Buyer  Parent  or  any  other
Buyer; (ii) the liquidation or dissolution of (or the adoption of a plan
of  liquidation  by)  Buyer  Parent  or  any  other  Buyer;  (iii)  the
acquisition  by  any  Person  or  group  (as  such  term  is  defined  in
Section  13(d)(3)  of  the  Securities  Exchange  Act  of  1934,  as
amended) of more than 50% of the voting stock of Buyer Parent or
any other Buyer by way of merger or consolidation or otherwise, (iv)
the  adoption  by  the  equity  holders  of  Buyer  Parent  or  any  other
Buyer of a plan or proposal for the merger, transfer of substantially
all assets, consolidation, liquidation or dissolution Buyer Parent or
any other Buyer, or the effectuation of such plan or proposal, (v) the
execution  by  Buyer  Parent  or  any  other  Buyer  of  any  binding
agreement to effectuate any of the foregoing actions, or (vi) if at any
time  the  guarantees  signed  by    Siemens   and  AES
Corporation in  favor of  Citibank  shall  for  any reason cease  to  be
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valid and binding or cover less than one hundred percent (100%) of
the  Payment  Obligations  under  this  Agreement  or  any  Joinder
Agreement.
 “Citi” means individually or collectively (as the context requires),
Citibank and any Affiliate of Citibank a signatory to this Agreement
or any Joinder Agreement.
 “Citi Contracting Party” means any Citi entity that is a party to this
Agreement or any Joinder Agreement.
 “Citi Parent” means Citigroup, Inc., a Delaware corporation.
 “Contracting Party” means any Buyer Contracting Party or any Citi
Contracting Party, as applicable;
 “Contracting Parties” means any or all Buyer Contracting Parties and
any or all Citi Contracting Parties, as the context requires.
 “Disbursement Account” has the meaning set forth in Section 5.1.
 “Equipment” means all equipment provided by or on behalf of Citi
to Buyer for the purpose of accessing or using the System, including
all authentication products.
 “Fees” has the meaning set forth in Section 4.1.
 “Intellectual Property Rights” means all rights in inventions, patents,
copyrights,  design  rights,  database  rights,  trademarks  and  trade
names, service marks, trade secrets, know-how and other intellectual
property  rights  (whether  registered  or  unregistered)  and  all
applications  and  rights  to  apply  for  any  of  them  anywhere  in  the
world that apply to the Licensed Resources.
 “Joinder Agreement” means any agreement pursuant to which the
applicable Contracting Parties assume obligations and obtain rights
under  this  Agreement,  as  such  obligations  and  rights  may  be
modified or supplemented by the terms of such Joinder Agreement
in accordance with Article VI  hereof.
 “License” has the meaning set forth in Section 2.1.
 “Licensed Resources” means, collectively, the Logins, the System
and the Policies and Procedures.
 “Logins” means usernames and passwords for Authorized Users to
access the System.”
 “Losses” has the meaning set forth in Section 2.7(f).
 “Message” has the meaning set forth in Section 2.4.
 “Party” or “Parties” means each or both of Buyer and Citi, as the
context requires.
 “Payment Due Date” means, with respect to a Payment Obligation,
the  Business  Day  on  which  such  Payment  Obligation  is  due  and
payable  as  set  forth  in  the  applicable  Payment  Instruction  for
payment  of  such  Payment  Obligation,  or  if  such  date  is  not  a
Business Day the first Business Day following that date; provided in
no  event  shall  the  Payment  Due  Date  be  earlier  than  the  date  2
Business Days after the Payment Instruction Date.
 “Payment Instruction” means the instruction issued by Buyer to Citi
through  the  System  directing  payment  of  the  specified  Payment
Obligation to a specified Supplier on the Payment Due Date.
 “Payment Instruction Date” means the date a Payment Instruction is
submitted to Citi, as recorded by the System.
 “Payment Obligation” means a specified amount to be paid by Buyer
to a specified Supplier (or its assignee pursuant to Section 5.4) on a
Payment  Due  Date  to  settle  one  or  more  commercial  trade
transactions between Buyer and such Supplier for the purchase of
goods and/or services.
 “Person” means an individual, partnership, corporation (including a
business  trust),  joint  stock  company,  trust,  unincorporated
association, joint venture, limited liability company, a government
or any political subdivision or agency thereof, or any other entity.
 “Policies  and  Procedures”  means  all  tangible  printed  information
(including any in electronic form) provided from time to time by Citi
to Buyer in connection with the use of the System.
 “Sanctions”  means  economic,  trade,  or  financial  sanctions,
requirements,  or  embargoes  imposed,  administered,  or  enforced
from time to time by any Sanctions Authority.
 “Sanctions Authority” means the United States (including, without
limitation,  the  Office  of  Foreign  Assets  Control  of  the  U.S.
Department of the Treasury and the U.S. Department of State), the
United  Kingdom  (including,  without  limitation,  Her  Majesty’s
Treasury), the European Union and any EU member state, the United
Nations Security Council, and any other relevant sanctions authority.
 “Sanctioned Jurisdiction” means, at any time, a country or territory
that is, or whose government is, the subject of Sanctions.
 “Sanctioned Person” means, at any time, (a) any Person listed in any
Sanctions related list maintained by any Sanctions Authority, (b) any
Person located, organized, or resident in a Sanctioned Jurisdiction,
or (c) any other subject of Sanctions, including, without limitation,
any Person controlled or 50 percent or more owned in the aggregate,
directly  or  indirectly,  by,  or  acting  for  or  on  behalf  of,  or  at  the
direction of, any such Person or Persons described in the foregoing
clauses (a) or (b).
 “Services” means the paying agency services and related functions
provided by Citi pursuant to this Agreement, any Joinder Agreement
or other agreement or document related thereto.
 “Software”  means  all  software,  programming  or  object  code
provided by or on behalf of Citi to Buyer for utilizing a computer or
like device to use the System.
ARTICLE II:   THE SYSTEM; REPRESENTATIONS,
WARRANTIES AND COVENANTS
2.1  License Grant.  (a)  Subject to the terms and conditions set
forth  herein,  Citi  hereby  grants  Buyer  a  limited,  personal,  non-
exclusive,  non-transferable  license  and  right,  without  the  right  to
further sublicense, during the term of this Agreement, to access and
use the Licensed Resources, solely for the purposes contemplated by
this Agreement (the “License”). Except as expressly set forth in this
Agreement,  Buyer  shall  have  no  other  right  (including  any
ownership right or intellectual property right), title or interest to or
in the Licensed Resources or any portion thereof.
(b)  Buyer acknowledges that all right, title and interest in and to
the  System,  including  without  limitation,  all  Intellectual  Property
Rights,  are  vested,  and  shall  remain  vested,  in  Citi  and/or  its
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and except as otherwise may be expressly agreed in writing, all right,
title and interest in and to revisions, upgrades, updates, derivative
works and other improvements to the System shall vest solely in Citi
and its licensors.  Except for the grant herein by Citi to Buyer of the
License,  nothing  in  this  Agreement  shall  act  to  operate  as  an
assignment or other transfer of any of such rights to Buyer.
2.2   Usage.  (a)  Buyer shall access and use, and shall ensure
that  its  Authorized  Users  access  and  use, the  System  only  in
accordance  with  this  Agreement  and  the  Policies  and  Procedures.
Buyer shall remain informed and notify its Authorized Users as to
any updates to the Policies and Procedures that may be implemented
from  time  to  time.  Approval  and  acceptance  of  an  update  to  the
Policies  and  Procedures  shall  be  deemed  to  be  given  if  Buyer
continues to utilize the System subsequent to the publication of any
such update.
(b) Buyer  shall  promptly  use  any  successors,  updates,  new
releases or replacements of any portion of the Equipment or Software
provided  to  it  from  time  to  time  by  Citi  for  use  in  accessing  the
System,  and  cease  to  use  the  previous  version  or  release  of  such
portion.
(c)  Buyer shall have the right under the License to use the content
of  the  System  website  on  a  computer  screen,  to  print  reasonable
extracts from the website, and to save reasonable copies to Buyer’s
hard drive, in each case solely for the purposes contemplated by this
Agreement. All other copying, distribution or commercial use of any
of  the  content  of  the  website  is  strictly  forbidden.  Except  for  the
limited right granted by this Section 2.2(c), no other right or license
is granted in respect of the content of the website.
(d) Buyer shall have no right to, and shall not, without the written
consent of Citi, alter or modify the whole or any part of the Licensed
Resources.
(e)  Buyer  shall  ensure  that  only  its  Authorized  Users  access  the
System  and  shall  procure  that  its  Authorized  Users  maintain  the
secrecy of their Logins and do not disclose their Logins to any other
person.
(f) Buyer shall immediately notify Citi in writing if it becomes aware
of any unauthorized use, loss or theft of its Authorized Users' Logins
or if Buyer becomes aware or suspects that any of them have become
known by an unauthorized person.  Upon such notification Citi may
(at its absolute discretion) revoke, suspend or disable such Logins
and/or issue new Logins to Buyer.
(g) Buyer  shall  not,  and  shall  ensure  that  none  of  its
representatives, access or attempt to gain access to any part of the
System that is not permitted under its Logins.
2.3  Security. Buyer shall safeguard and keep confidential, and
put  into  effect  and  maintain  commercially  reasonable  security
measures  to  safeguard  and  keep  confidential,  the  Licensed
Resources. In furtherance of the foregoing, Buyer agrees that:
(i)  it will not knowingly interfere with, defeat, circumvent or
tamper with  any  Message or other information or instruction
that  is,  by  the  terms  of  this  Agreement  or  the  Policies  and
Procedures, to be transmitted through the System, or with the
restrictions on use of functionality or access to information on
any portion of the System, or attempt to do so;
(ii)    it  will  not  knowingly  introduce  into  any  portion  of  the
System  any  virus  or  other  data  or  code  that  harms,  or  may
adversely affect, the operation of the System, and will put into
effect  and  maintain  commercially  reasonable  measures  to
prevent any such introduction; and
(iii)  it will ensure that all Messages being communicated by
Buyer  through  the  System  are  sent  in  accordance  with  this
Agreement and the Policies and Procedures.
2.4  Messages.  Buyer shall use the System to send all messages
under  this  Agreement  (including,  without  limitation,  Payment
Instructions and any updates to Buyer’s list of personnel authorized
to  use  the  System  on  Buyer’s  behalf)  (each,  a  “Message”).  Any
Message sent or purported to be sent by Buyer via the System is valid
and binding on Buyer, and Citi is entitled to rely thereon, irrespective
of  any  error  or  fraud  contained  therein  or  the  identity  of  the
individual who sent the Message, except to the extent that such error
or fraud or use of the System by an unauthorized third party is a result
of  the  failure  by  Citi  to  use  commercially  reasonable  security
measures to prevent unauthorized access to the System. Buyer agrees
that the act of sending a Message electronically in accordance with
this  Agreement  is  as  legally  binding  as  if  Buyer  had  manually
executed and delivered that Message in written form, and that Buyer
will not contest the validity, legally binding nature or enforceability
of that Message on the basis that the act of sending the Message
electronically is invalid or not binding on Buyer.
2.5  System Availability.  Buyer acknowledges and agrees that:
(i)  Citi does not represent or warrant that the System will be error-
free; (ii) there will be downtime from time to time when the System
cannot be accessed; and (iii) Buyer is responsible for providing and
maintaining, and  Citi has no liability or responsibility in respect of,
equipment not supplied by or on behalf of Citi, or utility services that
Buyer  utilizes  as  a  result  of  its  participation  in  the  System  and
maintaining a link to the System.
2.6  Confidentiality.  (a)  Each  Party  agrees  to  maintain  the
confidentiality of any Confidential Information (as defined below)
of  the  other  Party  to  which  it  has  access  under  the  System  or
otherwise under this Agreement.  “Confidential Information” shall
mean information of a Party that the other Party knows or reasonably
should know to be confidential to such first Party.
(b)  Notwithstanding the foregoing:
(i) “Confidential Information” does not include information that:
(1) was in the public domain before disclosure or becomes part of
the public domain after disclosure through no wrongful act of the
receiving  party;  (2)  was  already  known  to  the  receiving  party,  as
evidenced by written or electronic documentation in its files; (3) has
been lawfully received from a third party without restrictions; or (4)
was  independently  developed  by  employees  or  agents  of  the
receiving  party  who  did  not  have  access  to  the  Confidential
Information;
(ii)  either  Party  may  transfer  and  disclose  Confidential
Information  obtained  from  the  other  Party  to  any  authority  of
competent jurisdiction if disclosure is required pursuant to a court
order or instruction of any regulatory or supervisory authority having
jurisdiction  over  it,  provided  that  the  disclosing  Party  shall  have
given  the  other  Party  prompt  notice  thereof  (unless  it  has  a  legal
obligation  to  the  contrary)  so  that  the  other  Party  may  seek  a 





	
	



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protective order or other appropriate remedy to prevent disclosure;
and
(iii)  Citi  may  transfer  and  disclose  Confidential  Information
obtained from Buyer:
(1) to its subsidiaries and affiliates,
(2) to its professional advisers, auditors and other service providers
(such as rating agencies and third-party trustees), as well as to any
regulatory, supervisory, judicial or other governmental authority,
(3) to any Person to (or through) whom Citi sells, assigns or transfers
(or  may  potentially assign  or transfer)  all  or  any of its  rights  and
obligations under this Agreement or with respect to any Payment
Obligations owed by Buyer to a Supplier (or a counterparty in (x) a
securitization or similar transaction in relation to which any Payment
Obligations  or  this  Agreement  forms  a  part  of  the  asset  pool  or
collateral  pool,  (y)  a  sub-participation  in  relation  to  any  such
Payment Obligations or this Agreement, or (z) any other transaction
(including credit derivative transactions) under which payments are
to be made by reference to any such  Payment Obligations or  this
Agreement), and
(4)  to any Person with whom Citi is merging or consolidating or
is proposing to merge or consolidate.
2.7   Representations,  Warranties  and  Covenants  of  Buyer.
Buyer hereby represents, warrants and covenants to and with Citi as
follows:
(a)  Buyer’s use of the System is solely to settle genuine and lawful
commercial  trade  transactions,  arising  in  the  ordinary  course  of
business, for the purchase of goods and/or services by Buyer from
Suppliers. Each Payment Instruction constitutes Buyer’s irrevocable
acceptance of and agreement to pay, without set-off or counter claim,
the applicable Supplier’s claim for payment of the amount specified
in such Payment Instruction on the applicable Payment Due Date for
the  goods  and/or  services  related  thereto.  Buyer  shall  not  use  the
System for investment or arbitrage functions or purposes, or for any
money  laundering  purpose,  or  in  contravention  of  any  law  or
regulation, and Messages issued at Buyer’s request shall not be, and
are not intended to be, used in furtherance of any of the foregoing.
(b)  Buyer has independently verified the validity of the entity and
account information and any changes to such information stored on
the System with respect to each Supplier to whom Citi is instructed
to make payment as Buyer’s agent. Buyer acknowledges that Citi has
no obligation to inspect or view the content of Messages conveyed
through the System, and that Citi has no liability in the event that
Buyer is in breach of this Article.
(c)  Buyer  shall  comply  with  all  relevant  laws  and  regulations
applicable to this Agreement and transactions conducted using the
System including, without limitation, all relevant Sanctions, export
control  laws,  and  U.S.  tax  information  reporting  requirements,  if
any. In addition, Buyer agrees that this Agreement does not relieve
Buyer of any obligation to information-report under Section 6041 or
6041A of the Internal Revenue Code (the “Code”) with respect to
payments  made  to  Suppliers  through  the  System  or  to  perform
backup withholding under Code section 3406 when required.  Any
and all payments made hereunder shall be made free and clear of and
without deduction for any and all present and future taxes (including
value-added  taxes,  stamp  taxes  and  withholding  taxes),  levies,
imposts, deductions charges or withholdings, and all liabilities with
respect thereto (collectively, “Taxes”).  If requested by Citi, Buyer
shall furnish to Citi at its address hereunder, the original or a certified
copy of a receipt evidencing payment of Taxes.
(d)  Information provided by Buyer to Citi from time to time in
connection with this Agreement is and shall be true and accurate in
all material respects, and Citi is hereby authorized from time to time
to  verify  such  information,  either  pursuant  to  Section  5.5(b)  or
otherwise as Citi reasonably determines. Buyer Parent has provided
to  its  independent  auditor  this  Agreement,  the  form  of  Supplier
Agreement to be entered into by Citi and certain of Buyer’s suppliers
and any other information or documents relevant to the Services to
be  provided  by  Citi,  including  any  relevant  marketing  material
presented by Citi to Buyer.
(e) Buyer shall defend, indemnify and hold harmless Citi  and its
affiliates, employees, directors, officers and agents acting within the
scope  of  their  authority  (each  an  “indemnified  party”),  from  and
against any and all claims, liabilities, losses, Taxes, damages, costs
and  expenses,  including  reasonable  attorneys’  fees  and
disbursements,  other  dispute  resolution  expenses  (including
reasonable  fees  and  expenses  in  preparation  for  a  defense  of  any
investigation,  litigation  or  proceeding)  and  costs  of  collection
(collectively,  “Losses”),    including,  without  limitation,  Losses  (i)
relating to the enforcement of this indemnity or (ii) arising out of or
in any way relating  to  (1)  Citi’s reliance on any  Message sent by
Buyer using the System (including any Message which Citi believes
in good faith was sent by Buyer irrespective of any error, fraud or
the identity of the individual who sent it), (2) any breach of Buyer’s
representations, covenants or obligations under this Agreement, or
(3) any  suit,  demand,  claim  or  other  dispute  with  respect  to  a
transaction by Buyer using the System, except to the extent that such
Losses are caused by the gross negligence or willful misconduct of
such indemnified party.
(f) Buyer does not conduct any business, activities or transactions of,
with  or  involving  (including  any  purchase  or  sale  of  goods  or
services  originating  in,  from  or  to)  an  individual,  entity,  vessel,
country or territory that is the subject of Sanctions.  Neither Buyer,
any subsidiary of Buyer, or any party who owns them, nor to the best
of its knowledge, any of their directors, officers, employees, agents,
affiliates  or  representatives,  (i)  is  a  Sanctioned  Person,  or  (ii) is
located,  organized  or  resident  in  a  country  or  territory  that  is  a
Sanctioned  Jurisdiction.    Buyer  will  not  instruct  Citi  to  make  a
payment to any Person that is the subject of Sanctions or located,
organized or resident in a country or territory that is a Sanctioned
Jurisdiction. None of the execution, delivery or performance of this
Agreement, nor any activities, transactions or services contemplated
by this Agreement, would result in a violation by Citi or its affiliates
of Sanctions or export controls.
(g)  Each of Buyer and its subsidiaries (i) are conducting and will
continue  to  conduct  its  business  in  compliance  with  Anti-Money
Laundering  Laws  and  Anti-Corruption  Laws  and  (ii)  have
implemented,  maintain,  and  will  continue  to  maintain  in  effect
policies  and  procedures  to  ensure  compliance  by  Buyer  and  its
subsidiaries and their respective directors, officers, employees, and
agents,  with  Anti-Money  Laundering  Laws  and  Anti-Corruption
Laws.    No  action,  suit  or  proceeding  by  or  before  any  court  or
governmental agency, authority or body or any arbitrator involving
Buyer  or  any  of  its  subsidiaries  with  respect  to  Anti-Money
Laundering  Laws  or  Anti-Corruption  Laws  is  pending  or,  to  the
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(h)  Buyer shall provide written notice to Citi at least 30 days prior
to making any change to its name or organizational structure.
2.8  Mutual Representations, Warranties and Covenants of the
Parties. (a) Each Buyer and Citi represents, warrants, and covenants
as follows: (i) it is validly existing and in good standing and has the
power to enter into and perform, and has all necessary authorizations
for the entry into, performance and delivery of, this Agreement and
the transactions contemplated by this Agreement; (ii) this Agreement
constitutes  its  legal,  valid  and  binding  obligation,  enforceable  in
accordance  with  its  terms;  and  (iii)  its  execution,  delivery  and
performance  of this  Agreement does  not  contravene  any  contract
binding on or affecting it or any of its properties, does not violate
any applicable law or regulation, and does not require any notice,
filing or other action to or by any governmental authority.
(b)  Except as expressly provided in this Agreement or the Policies
and  Procedures,  no  representation,  warranty,  term  or  condition,
express or implied, statutory or otherwise, is given or assumed by
Citi in respect of (i) the Licensed Resources, (ii) Buyer’s underlying
commercial transactions, or (iii) the goods or services to which such
underlying transactions relate (regardless of any assistance that Citi
may,  in  its  sole  discretion,  provide  to  Buyer.)    All  such
representations,  warranties,  terms  and  conditions  are  excluded,
except to the extent that this exclusion is prohibited by law. Without
limiting the foregoing, Buyer understands that Citi is not giving any
representation or warranty as to condition, performance, fitness for
purpose, suitability, merchantability, quality or otherwise, except as
expressly provided herein or in the Policies and Procedures.
ARTICLE III:  PAYING AGENT
3.1  Appointment  of  Agent. Buyer  hereby  appoints  Citi  as
Buyer’s paying agent with respect to transactions executed through
the System, and Citi hereby accepts such appointment, in each case
in accordance with, and subject to, the terms and conditions set forth
in this Agreement. In performing its obligations hereunder, Citi may
consult as to any legal matters with lawyers selected with due care
by it, and Citi shall be protected from and shall incur no liability for
any action taken or not taken with respect to such matters in good
faith and in accordance with the opinion of such lawyers.
ARTICLE IV:  FEES AND CHARGES
4.1 Fees and Charges. Buyer shall pay Citi such fees, commissions
and other amounts with respect to the Services of Citi hereunder, as
set  forth  in  Exhibit  A  attached  hereto  and  made  a  part  hereof
(collectively, “Fees”).
ARTICLE V:   DISBURSEMENT ACCOUNTS AND
PAYMENT PROCESS
5.1  Disbursement  Account.   Each  Buyer  shall  maintain  a
designated account with Citi for purposes of this Agreement (each a
 “Disbursement Account”). Each Buyer authorizes Citi to debit from
any Disbursement Account all amounts corresponding to Payment
Instructions  or  otherwise  payable  hereunder  as  such  amounts
become due and payable. Under no circumstances shall Citi be liable
for interest on monies deposited in the Disbursement Account at any
time pursuant to any provision of this Agreement or otherwise, nor
shall  Citi  be  required  to  invest  such  monies.  Monies  held  by  or
deposited  with  Citi  hereunder  need  not  be  segregated  from  other
funds  except  to  the  extent  required  by  law,  and  Citi  need  not
collateralize or provide any security interest for any funds received
by it pursuant to this Agreement.
5.2  Payment Instructions.   Buyer from time to time will submit
Payment Instructions through the System. Each Payment Instruction
will  specify  the  Supplier  to  receive  payment,  the  amount  of  the
relevant  Payment  Obligation  and  the  Payment  Due  Date.  If  the
Payment Instruction is accepted by the System, Citi shall notify, by
means  of  the  System,  the  Supplier  identified  in  the  Payment
Instruction of the terms and provisions of such Payment Instruction.
If the Payment Instruction is not accepted by the System, Citi shall
promptly notify Buyer to that effect and the Payment Instruction will
be deemed cancelled by Buyer. Buyer’s submission of a Payment
Instruction (unless not accepted by the System) shall constitute (i) a
representation  and  warranty  by  Buyer  that  the  payment  amount,
denomination  and  currency  uploaded  to  the  System  is  true  and
accurate representation of the Payment Obligation in all respects, (ii)
an  undertaking  and  acknowledgement  by  each  Buyer  and  Buyer
Parent  to  Citi and  each Supplier of  its independent, irrevocable,
unconditional and primary obligation to fund (or to cause a Buyer
subsidiary to fund) the Disbursement Account with cleared funds in
the amount of the Payment Obligation (without setoff, deduction or
any other reduction of any kind or nature) on or prior to 12:00 noon
(New York City time) on the relevant Payment Due Date,  (iii) an
irrevocable  and  unconditional  request  by  Buyer  to  Citi  to  make
payment of the Payment Obligation on the Payment Due Date and as
otherwise  specified  in  such  Payment  Instruction,  and  (iv)  an
agreement that as between Buyer and Citi, the amount specified in
such Payment Instruction shall be conclusive. Without limiting the
foregoing,  Citi  shall  not  be  obligated  to  accept  any  Payment
Instruction  with  respect  to  a  Payment  Obligation  that  would  be
constrained  pursuant  to  any  law,  rule  or  regulation  applicable
thereto.
5.3  Payment Due Date.  (a)    On  the  relevant  Payment  Due
Date,  Buyer  shall  deposit  or  cause  to  be  deposited  in  the
Disbursement  Account  sufficient  funds  to  enable  Citi  to  pay  the
amounts  specified  in  the  relevant  Payment  Instructions  and  such
other amounts, including Fees, payable under this Agreement.
(b)  Provided  that  sufficient  funds  are  available  in  the
Disbursement  Account,  Citi shall  make  payment  of  the  Payment
Obligation to the Supplier or its assignee on the Payment Due Date,
in accordance with the terms of the relevant Payment Instruction, by
automated clearing house network or wire transfer of immediately
available funds to a bank account maintained by such Supplier (or
such assignee, if applicable), as specified in the Payment Instruction
or  otherwise  through  the  Sy  stem.    Buyer’s  obligation  to  pay  the
Payment Obligations pursuant to the Payment Instructions shall not
be  satisfied  by  any  tender  or  recovery  pursuant  to  any  judgment
which is expressed in or converted into any currency other than as
specified in the relevant Payment Instruction, except to the extent
that such tender or recovery results in the actual receipt by Citi of the
full equivalent amount of the Payment Obligation.
(c)  Citi  has  no  obligation  to  make  payment  of  the  Payment
Obligation specified in any Payment Instruction prior to receipt by
Citi  in  the  Disbursement  Account  of  a  corresponding  and  final
payment in cleared funds of the relevant amount. If Citi makes such
payment  before  such  receipt  and  Buyer  fails  to  fund  the
Disbursement  Account  on  the  Payment  Due  Date  as  required
hereunder, Citi may either (i) reverse all or part of the payment and
make an appropriate entry to the Disbursement Account, or (ii) deem 





	
	



NY Law GPSA (Version 7.0)
  6
the funding by such payment by Citi as an overdraft under Buyer’s
overdraft line of credit with Citi and require repayment of an amount
corresponding to such Payment Obligation under such overdraft line
of credit pursuant to its terms. Citi is not required to draw under the
overdraft line of credit or otherwise make any payment of a Payment
Obligation from the Disbursement Account which might result in or
increase a debit balance. If the total amount of payments of Payment
Obligations  from  the  Disbursement  Account  at  any  time  would
otherwise  result  in  a  debit  balance  or  exceed  the  immediately
available funds on deposit in the Disbursement Account, Citi may
decide which Payment Obligations it will make (in whole or in part
and in the order it selects).
5.4   Supplier  Designee. Buyer  consents  and  agrees  that  (a)  any
Supplier may assign to Citi (or another financial institution) any or
all  of  its  right  to  receive  payment  of  Payment  Obligations  in
connection with any Payment Instruction issued hereunder pursuant
to a purchase or transfer agreement between a Supplier and Citi (or
another financial institution) (each a “Purchase Agreement”) and (b)
such  Purchase  Agreement  may  be  governed  by  the  laws  of  New
York, the laws of England or another governing law as determined
between Citi and the Supplier. Buyer agrees that notice of any such
assignment  or  designation  pursuant  to  a  Purchase  Agreement  or
otherwise received (i) as a Message through the System or (ii) by any
other written or electronic means, shall be effective notice of such
assignment  or  designation and  that  any  such  notice  may  be  in
English. Buyer agrees that it will provide an acknowledgment of any
such  notice  of  assignment  if  requested  by  Citi  or  if  such
acknowledgement is  required in order to  perfect such assignment
under  the  laws  of  the  jurisdiction  where  the  relevant  Supplier  is
organized or located. Following any notice of assignment to Citi as
assignee,  Buyer  shall  treat  any  notice  from  Citi  relating  to  the
transferred Payment Obligation as being delivered by the relevant
Supplier.  If  Citi  has  purchased  any  Payment  Obligations  under  a
Purchase Agreement, Buyer hereby authorizes Citi to make payment
of such transferred Payment Obligations to Citi for its own account.
Buyer  further  acknowledges  and  recognizes  each  assignment  of
Payment  Obligations  under  a  Purchase  Agreement  as  a  valid  and
effective transfer, notwithstanding any invalidity of, or any defect or
lack of perfection or priority in, such assignment under the relevant
Purchase  Agreement.  In  the  event  that  any  agreement  between
Supplier  and  Buyer  contains  any  provision  restricting  the  sale,
assignment or transfer of Payment Obligations by such Supplier to
Citi  or  any  other  transferee  (or  by  Citi  or  any  transferee  to  any
subsequent transferee), Buyer hereby releases Supplier, Citi or such
transferee from such restriction.
5.5    Information,  Data  and  Access. (a)    Buyer  shall  maintain
sufficient  records of all transactions concluded by  it utilizing  the
System and otherwise with respect to its obligations and activities
under or in connection with this Agreement, including information
with  respect  to  any  underlying  commercial  trade  transaction  (or
associated  disputes)  to  which  it  is  a  party,  and  with  respect  to
compliance  of  such  transactions  with  applicable  laws  and
regulations. Buyer shall retain each record required to be maintained
under  this  Section  5.5  during  the  term  of  this  Agreement  and,  if
applicable,  for  such  longer  period  as  may  be  required  by  law  or
regulation.
(b)   Buyer  shall  allow  representatives of  Citi,  at  reasonable  times
upon reasonable notice, to examine and take copies of any of Buyer’s
records relating to this Agreement which are reasonably required in
order  to  comply  with  an  order,  instruction  or  request  from  any
governmental,  administrative,  judicial  or  emergency  body  or  any
other authority of competent jurisdiction, or to ensure compliance
with  the  terms  of  this  Agreement.  Any  such  documents  shall  be
returned to Buyer once such access is no longer required.
5.6  Other Covenants and Agreements.  (a)  Buyer  agrees
that  Buyer’s  obligations  under  this  Agreement  and  any  Payment
Instructions shall not be affected by the invalidity, unenforceability,
existence,  performance  or  non-performance  of  the  underlying
commercial trade transaction or any related contract or undertaking,
nor shall those obligations be subject to claims or defenses of  any
Buyer (including Buyer Parent) in relation to the same, including,
without limitation, set-off, breach of contract, suretyship defenses or
breach of statutory obligation.
(b) Buyer’s issuance of a Payment Instruction, and its funding of
the Disbursement Account with an amount sufficient to pay all or
part of such Payment Instruction on the Payment Due Date therefor,
shall  each  be  deemed  to  constitute  Buyer’s  confirmation  that  its
representations and warranties set forth in Article II remain true and
correct  as of the date  of such Payment Instruction  and  as of  such
Payment  Due  Date,  and  that  Buyer  is  not  in  breach  of  any  of  its
covenants or other obligations under this Agreement. No additional
documentation  or  further  action  by  either  Buyer  or  Citi  shall  be
necessary  in  order  to  evidence  Buyer’s  reiteration  of  such
representations and warranties as true and correct as of such dates,
and of its compliance with the terms of this Agreement as of such
dates.
(c)  If Buyer receives any Adverse Transfer Notice (other than any
notice of the assignment of a Payment Obligation by a Supplier to
Citi) or otherwise reasonably believes the Supplier intends to assign,
transfer or encumber any Payment Obligation (or has already done
so), Buyer shall promptly (and in any event within one Business Day
of knowledge thereof) notify Citi and cease submitting any Payment
Instructions  relating  to  Payment  Obligations  attributable  to  the
applicable Supplier.  Buyer agrees not to assist Supplier in assigning,
transferring  or  otherwise  creating  any  encumbrance  or  security
interest in and over any of the Supplier’s right, title and interest in
and over any payment in respect of any Payment Instruction.
(d)    Upon  the  occurrence  of  a  Change  of  Control,  Buyer  shall
immediately cease submitting any Payment Instructions hereunder
and  promptly (and in any event within three Business Day)  notify
Citi of such Change of Control.
(e)  Buyer hereby grants to Citi a non-exclusive, non-sublicensable,
revocable,  royalty  free  license  to  use  Buyer’s  trademarks,
tradenames and service marks in marketing material and to promote
and administer the program.
ARTICLE VI:    GLOBAL MASTER  AGREEMENT;
 JOINDER   AGREEMENTS

6.1  Global  Master    Agreement. This  Agreement  is  the  Global
Paying  Services  Agreement  which  sets  forth  (i)  the  rights  and
obligations  of  Buyer  and  Citi  and  (ii)  the  terms  and  conditions
applicable  to  the  System  and  the  Services  provided  by  Citi,  on  a
global basis; as each may be amended, supplemented or otherwise
modified  pursuant  to  a  Joinder  Agreement  as  agreed  between  the
Contracting Parties thereto.  





	
	



NY Law GPSA (Version 7.0)
  7
6.2 Joinder Agreements.  Buyer Parent and any Approved Buyer
Affiliate may utilize the Services as “Buyer”, provided such entity is
a signatory to this Agreement or a Joinder Agreement. Each Joinder
Agreement may modify and/or supplement the terms and conditions
of  this  Agreement  in  order  to  comply  with  applicable  laws,
regulations  and  product  structure  requirements  of  the  Citi
Contracting Party delivering the Services in a particular country or
region.  If the Contracting Parties wish to modify or supplement any
terms  or  conditions  of  this  Agreement,  the  applicable  Joinder
Agreement  must  explicitly  identify  the  term  or  condition  to  be
modified  or  supplemented,  and  how  it  is  to  be  modified  or
supplemented.  If  requested  by  a  Contracting  Party,  Citibank  and
Buyer Parent shall also  execute the applicable Joinder Agreement
acknowledging  their  rights  and  obligations  with  respect  thereto;
provided, however, the absence of such acknowledgement shall not
affect the rights and obligations of Citibank and Buyer Parent under
this Agreement or any Joinder Agreement.
6.3  Conflicts. This  Agreement  shall  control  in  the  event  of  any
conflict with any Joinder Agreement, except as explicitly set forth as
an exception in the applicable Joinder Agreement.
6.4  Additional Agreements. The Parties acknowledge and agree
that in certain countries and/or regions it may be necessary for the
applicable  Contracting  Parties  and  Buyer  Parent  to  enter  into
agreements, documents or instruments in addition to or in lieu of a
Joinder  Agreement  in  order  to  accommodate  the  local  laws,
regulations or product structure requirements of the Citi Contracting
Party delivering the Services in such country or region.
ARTICLE VII:  MISCELLANEOUS
7.1  Waivers; Severability. No delay or failure of any Party hereto
in  exercising  any  right,  privilege  or  option  under  this  Agreement
shall operate as a waiver of such or of any other right, privilege, or
option. If any provision of this Agreement is or becomes illegal or
invalid  under  any  applicable  law,  the  validity  of  the  remaining
provisions shall not be affected thereby.
7.2  Limitation on Liability. (a) Citi  shall  not  be  liable  for  any
Losses arising out of or relating to any of its actions or omissions to
act hereunder, except to the extent that any such Losses are caused
by Citi’s gross negligence or willful misconduct.
(b)  Except  for  liabilities  to  third  parties  relating  to  defense  and
indemnification obligations hereunder, neither Party shall be liable
to the other Party or responsible for any loss of business or profits,
revenue  or  goodwill,  or  any  indirect  or  consequential,  special,
exemplary  or  punitive  losses  or  damages,  whether  arising  from
negligence, breach of contract or otherwise, even if informed of the
possibility of those losses or damages.
(c)  Neither Party shall be deemed to be in default of any of the
obligations required to be performed by it under this Agreement to
the extent that performance thereof is delayed, hindered or becomes
impossible because of any act of God or public enemy, hostilities,
war  (declared  or  undeclared),  sanctions,  terrorist  activities,  act  of
sabotage, earthquake, flood, hurricane, storm, explosion, fire, labor
disturbance, strike, riot, epidemic, act of government or its agencies
or officers, power interruption or transmission failure, or any cause
of  a  similar  nature  beyond  the  control  of  such  Party  (a  “Force
Majeure Event”).
7.3   No Implied Duties. Citi shall be obliged to perform such
duties and only such duties as are specifically set forth herein, and
no implied duties or responsibilities shall be read or implied into this
Agreement  against  Citi.  Notwithstanding  any  other  provision
elsewhere contained in this Agreement, Citi is acting solely as agent
of Buyer. Citi shall have no duties or obligations hereunder to any
Person other than Buyer and, without limiting the foregoing, does
not  assume  any  obligation  or  relationship  of  agency  or  trust
hereunder for, or with, any Suppliers, or any other Persons.
7.4 Assignment. This  Agreement  shall  bind  and  inure  to  the
benefit of the respective successors and permitted assigns of each of
the parties hereto and the Suppliers; provided, however, that Buyer
may not assign any of its rights or obligations hereunder or under
any Payment Instruction without Citi’s prior written consent, given
in its sole discretion. Citi shall have the right without the consent of
or notice to Buyer to sell, transfer, assign, or grant participations in
all or any  part of, or any interest  in, Citi’s  obligations, rights and
benefits hereunder.
7.5  Termination. Either  Party  hereto  may  terminate  this
Agreement  at  any  time  and  with  immediate  effect  upon  60  days’
prior  written  notice  to  the  other  Party.  Either  Party  also  may
terminate this Agreement with immediate effect if the other Party is
in  breach  of,  or  fails  to  perform,  any  of  its  material  obligations
hereunder.  In  addition,  Citi  may,  at  its  option,  terminate  this
Agreement  with  immediate  effect  upon  3  Business  Days’  prior
written notice in the event there are insufficient funds available in
the Disbursement Account to pay all amounts in respect of Payment
Instructions when due, provided that such failure by Buyer to fully
fund the Disbursement Account is not the result of a Force Majeure
Event. Upon notice of termination of this Agreement, Citi will no
longer accept Payment Instructions from Buyer; provided, however,
that  to  the  extent  there  are  sufficient  funds  available  in  the
Disbursement  Account,  Citi  shall  continue  to  pay  Payment
Instructions that were received and accepted by Citi prior to such
notice of termination, and Buyer shall be responsible for funding the
Disbursement Account with respect thereto.
7.6  Survival. If this Agreement is terminated in accordance with
Section 7.5, then this Agreement shall become null and void and of
no further force and effect, except that all confidentiality, security,
indemnity,  payment  and  reimbursement  obligations  and  all
limitation of liability provisions contained in this Agreement shall
survive  and  remain  in  full  force  and  effect  notwithstanding  such
termination and the payment of all amounts owing hereunder.
7.7  Governing Law; Jurisdiction. (a) This Agreement and any
action arising out of or in connection with this Agreement (whether
in tort, contract, equity or otherwise) is governed by and shall be
construed and interpreted in accordance with the laws of the State of
New York without giving effect to the conflict of laws principles
thereof. The Parties agree that any New York State court or Federal
court  sitting  in  New  York  County  or  an  appellate  court  having
appellate jurisdiction over such courts has non-exclusive jurisdiction
to settle any disputes in connection with this Agreement, and each
Party submits to the jurisdiction of those courts. Each Party waives
any right to immunity from jurisdiction to which it may be entitled
(including,  to  the  extent  applicable,  immunity  from  pre-judgment
attachment and post-judgment attachment and execution.)   





	
	



NY Law GPSA (Version 7.0)
  8
(b) If Buyer is an entity organized outside the United States, Buyer
agrees that any service of process or other notice of legal process
may be served upon it by mail or hand delivery if sent to
[NOTE:  CITI  REQUIRES  THIS  PROVISION  TO  BE
COMPLETED AT CLOSING]
[OPTION 1]  its U.S. Buyer:

Fluence Energy, LLC
4601 N. Fairfax Drive, Suite 600
Arlington, VA 22203
USA

which each Buyer confirms it has designed as its authorized agent
for service of process with respect to the courts located in the State
of New York.
Buyer agrees that nothing in this Agreement shall affect Citi’s right
to serve process in any other manner permitted by law.  Buyer agrees
that final judgment against it in any action or proceeding shall be
enforceable  in  any  other  jurisdiction  within  or  outside  the  United
States by suit on the judgment, a certified copy of which shall be
conclusive evidence of the judgment.
7.8  WAIVER OF JURY TRIAL. THE PARTIES WAIVE ANY
RIGHTS  THEY  MAY  HAVE  TO  A  JURY  TRIAL  OF  ANY
CLAIM  OR  CAUSE  OF  ACTION  BASED  ON  OR  ARISING
FROM THIS AGREEMENT.
7.9  Notices. Except as otherwise expressly contemplated herein,
all notices pursuant to this Agreement shall be in writing, duly signed
by  the  Party  giving  such  notice,  and  shall  be  delivered,  faxed  or
mailed by registered or certified mail, as follows:
If given to Buyer:

Fluence Energy, LLC
4601 N. Fairfax Drive, Suite 600
Arlington, VA 22203
E-mail:
frank.fuselier@fluenceenergy.com
Attention:  General Counsel
If given to Citi:

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Telephone:  212-816-9144
Fax: ________________
Attention: Anubhav
Shrivastava


Buyer Parent hereby accepts each notice hereunder on behalf of, and
undertakes to deliver each notice hereunder  to, each Buyer. Each
Buyer hereby acknowledges and agrees that a single notice to Buyer
Parent shall constitute notice to each Buyer with respect to (i) any
notice  given  pursuant  to  this  Agreement,  and  (ii)  any  notice  of
assignment of a Payment Obligation.
7.10  Officer’s Certificate/Resolutions.  On  or  before  the  date  of
this Agreement, Buyer shall have provided Citi with (i) evidence that
the execution and delivery of this Agreement and related documents
and  the  performance  by  each  Buyer  of  its  obligations  under  this
Agreement and related documents have been duly authorized and (ii)
an Officer’s Certificate certifying the incumbency and authorization
of the officers of each Buyer executing such documents, in each case
in form and substance reasonably satisfactory to Citi.
7.11  Entire  Agreement;  Amendments;  Multiple  Buyers. This
Agreement and all Joinder Agreements embody the entire agreement
between Buyer and Citi relating to the subject matter and supersedes
all prior agreements relating to the subject matter.  This Agreement
and  any  Joinder  Agreement  shall  not  be  construed  to  confer  any
right, benefit, remedy or claim upon any Person other than Buyer,
Citi and the Suppliers  (as express third party beneficiaries) and their
successors  and permitted assigns. All amendments and waivers to
this Agreement must be in writing and signed by or on behalf of
Buyer Parent and Citibank and shall be binding on all Contracting
Parties. If (i) this Agreement is signed by two or more entities as
 “Buyer” and/ or (ii) any Approved Buyer Affiliate executes a Joinder
Agreement  (and,  therefore,  becomes  a  “Buyer”  under  this
Agreement), all such entities shall be jointly and severally liable for
all obligations of Buyer hereunder (including all obligations of any
Buyer for which a Change of Control has occurred), and notices sent
by Citi in accordance with Section 7.9 to, and notices from or the
consent of, any such entity shall be sufficient to bind all such entities.
7.12  Counterparts. This  Agreement  may  be  executed  in  any
number  of  counterparts,  which  taken  together  shall  constitute  a
single copy of this Agreement. Any signature delivered by facsimile
or by email in “pdf” format shall be deemed an original signature
hereto.


 





	
	NY Law GPSA (Version 7.0)

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date and year first above written.
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title
FLUENCE ENERGY LLC, as Buyer and as Buyer Parent CITIBANK, N.A.
By: ___________________________
Name:
Title:
Anubhav Shrivastava
Vice President
Jul 26, 2021





	
	NY Law GPSA (Version 7.0)

i
EXHIBIT A
TO GLOBAL PAYING SERVICES AGREEMENT



Fees payable by Buyer to Citi pursuant to the Global Paying Services Agreement shall be as follows:
1.  [waived].

This Exhibit constitutes the complete agreement of Citi and Buyer with respect to the subject matter set forth herein except as
may be modified or supplemented in any Joinder Agreement. Notwithstanding anything in the Agreement to the contrary, the
fees set forth in this Exhibit are subject to change, at Citi’s discretion, with 30 days notification.