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i End of Day vz.s_o't_o�_�o Investment 8. Loan Sweep Service Terms 1. Service. JPMOrgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer ") with the selected automatic investment and loan sweep service, (each a "Service ") by which the Bank: (i) will arrange for the automatic investment of Customer funds; (ii) will arrange for the return of the invested funds; (iii) will credit the Customer's account with interest on the invested funds; and (iv) will arrange, if the Customer has a credit facility in place, for the automatic borrowings and payments under the credk facility by means of transfers to or from the Customer's account; all as more fully described below. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. By signing the applicable Account Documentation, by signing these Service Terms, or by using or continuing to use the Service, the Customer agrees to these Service Terms. 2. Accounts; Investments; Facilities. (a) The Customer hereby authorizes the Bank to establish and /or maintain in the Customer's name, the following accounts: (i) the demand deposit account (the "DDA ") identified on Schedule A, attached hereto; and (ii) the investment sub - account in the Bank's sub - account system (the "Sub - Account ") identifed on Schedule A. (b) The Bank, "rf the Customer has selected an investment arrangement, will maintain one of the following overnight, interest - bearing, investment vehicles (each an "Investment Vehicle "), for the Customer investment, as selected by the Customer, and specified on Schedule A: (i) a U.S. dollar deposit on the books of the Bank's Nassau Branch ( "Nassau Investment Vehicle "); (ii) a U.S. dollar deposit on the books of the Bank's London Branch ( "London Investment Vehicle "); (iii) a U.S. dollar deposit on the books of the Bank's International Banking Facility ( "IBF Investment Vehicle "); (iv) a U.S. dollar investment arrangement to facilitate the purchase and sale of depository funds, also known as "Fed Funds" ( "Fed Funds Investment Vehicle "); (v) a U.S. dollar denominated investment under a repurchase agreement ( "Repo Investment Vehicle "); (vi) a combination Nassau Investment Vehicle and Repo Investment Vehicle ( "Nassau /Repo Investment Vehicle); (vii) a combination London Investment Vehicle and Repo Investment Vehicle ( "London /Repo Investment Vehicle"); and (c) The Bank, if the Customer has selected a loan borrowing and payment arrangement, and has a credit facility ("Credit Facility ") in place, will maintain one of the following loan borrowing and payment options ( "Loan Sweeps ") for the Customer, as selected by the Customer, and specified on Schedule A: (i) an automated arrangement for borrowings and payments under the Credit Facility ( "Loan Borrowing and Payment Option "); (ii) an automated arrangement for payments under the Credit Facility ("Loan Payment Option "); (iii) an automated arrangement fora Loan Borrowing and Payment Option and an Investment Vehicle ( "Loan and Investment Option "); and (iv) an automated arrangement for borrowings and payments under a Fed Fund Credit Facility ( "Fed Funds Borrowing Option "). 3. Sweep Operation; Investments. (a) Schedule A establishes parameters for the sweep of funds under the Service ( "Sweep Parameters "), by setting forth the following Customer - specific information: (i) a "Target Balance "; (ii) a "Minimum Investment "; (iii) a "Sweep Increment "; and (iv) an "Investment Cap ". Sweep Parameters are subject to review and modification by the Bank, upon notice to the Customer. (b) The Bank, at the end of each banking business day (a "Business Day "), will automatically debit the DDA and transfer to the Investment Vehicle an amount equal to the Minimum Investment and any Sweep Increments, above the Target Balance, maintained in available balances in the DDA, (the "Investment "). The Bank will not transfer to the Investment Vehicle any amounts in excess of the Investment Cap. The Bank, on the succeeding Business Day, will arrange for the return of the Investment and credit the DDA for that returned amount at the opening of business. (c) Invested funds will earn interest in accordance with the earnings rate information provided by the Bank to the Customer from time to time. 4. Acknowledgments. (a) The Customer acknowledges that, notwithstanding anything to the contrary herein, if the Bank becomes aware of any legal or regulatory action, which, in the Bank's sole opinion, inhibits the operation of the Service, the Bank may suspend the Service until the Bank's concerns are resolved to its satisfaction. (b) The Customer further acknowledges that it has made an independent assessment of the suitability of the Investment for its own purposes and understands that it is advised to consult its own financial, legal and other advisors therefor. PN: 363374 DOC ID: SC /TY OF SANTA ANA -Nov. 79, 20�OPage 9 of 2S