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<br />(b) Applicability. On each business day, the parties may enter into transactions in which the Bank agrees to transfer to the Customer
<br />Securities against the sweep of funds from the DDA specified in Schetlule A, with a simultaneous agreement by the Customer to
<br />transfer to the Bank such Securities on the succeeding Business Day, against the transfer to the Customer of funds by the Bank.
<br />The Bank agrees to provide the Customer with Securities with a Market Value sufficient to cover the Principal Amount with respect
<br />to any Purchase. Each such transaction shall be referred to herein as a "Purchase' and shall be governed by these Service Terms
<br />unless otherwise agreed in writing.
<br />(c) Initiation /ConfirmationlTermination. On each Business Day in which there exists an amount in the DDA above the Target Balance.
<br />the Bank, will enter into a Purchase for the Customer in accordance with the Sweep Parameters of Section 3. Upon agreeing to
<br />enter into a Purchase hereunder, the Bank shall promptly deliver to Customer a written confirmation of each Purchase (a
<br />"Confirmation "). The Confirmation shall describe the Securities (specifying the CUSIP or amortgage- backed security pool number,
<br />if any, the issuer, Maturity Date, coupon rate, par amount, market price and Market Value), identify the Customer and the Bank, and
<br />set forth: (i) the Trade Date; (ii) the Principal Amount: (iii) the Maturity Date; (iv) the Repo Rate; (v) Net Due at Maturity; and (vi) any
<br />additional terms or conditions of the Purchase not inconsistent with these Service Terms. The Confirmation, together with these
<br />Service Terms, shall constitute conclusive evidence of the terms agreed between Customer and The Bank with respect to the
<br />Purchase to which the Confirmation relates, unless, with respect to the Confirmation, specific objection is made promptly after
<br />receipt thereof. In the event of any conflict between the terms of such Confirmation and these Service Terms, these Service Terms
<br />shall prevail.
<br />On the Maturty Date, termination of the Purchase will be effected by transfer to the Bank of the Purchased Securities against the
<br />transfer of the Net Due at Maturity to the DDA. When the last day of a given month falls on a Friday, Saturday or Sunday, then the
<br />Interest at Maturity earned from Purchases entered into on that Friday will be paid on the neM Business Day for the Interest at
<br />Maturity earned during the days) preceding month end and on the following business day for the period succeeding month end.
<br />The Repo Rate paid to Customer by the Bank on Purchases is not intended to be the same as the interest rate or stated rate of the
<br />Purchased Securities; therefore, the Net Due at Maturity is independent of any fluctuation in the market price of the Purchased
<br />Securities. Earnings on Repos shall be credited to the DDA on a daily basis.
<br />(d) Estimates of Investment Balances. In connection with Repos, the Bank hereby discloses that it enters into Purchases prior to the
<br />end of each Business Day based on its estimate of the amount of the funtls that will be available for investment by Repos customers
<br />at the end of the Business Day. Although the Bank will use its best efforts to accurately estimate the Principal Amount for the
<br />Purchase that will be entered into on behalf of the Customer on each business day, the Customer acknowledges and agrees that.
<br />on any business day, all or a portion of its DDA balance may be uninvested if the Market Value of Securities held by the Bank is less
<br />than the DDA balances of all customers whose funds are to be invested in Repos. In such an event, the Customer shall be entitled
<br />to an earnings credit established by the Bank from time to time, to be applied against the fees charged by the Bank. Except for the
<br />earnings credit described in this section, the Customer agrees that it shall have no claim against the Bank based on, or relating to,
<br />Purchases entered into with other customers, whether or not the Bank has made fewer or more investments for any other customer,
<br />or whether or not any investment for another customer could have resulted in additional investments made for the Customer under
<br />these Service Terms. Notwithstanding anything to the contrary in these Service Terms, no interest shall be paid on an uninvested
<br />DDA balance that are held in the specified DDA at the Bank.
<br />(e) Security Interest. Although the parties intentl that all Purchases hereunder be sales and purchases and not loans, in the event any
<br />such Purchases are deemed to be loans, the Bank shall be deemed to have pledged to the Customer, as security for the
<br />performance by the Bank of its obligations under each such Purchase, and shall be deemed to have granted to the Customer a
<br />security interest in, all of the Purchased Securities with respect to all Purchases hereunder and all proceeds thereof.
<br />(f) Payment and Transfer. Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds.
<br />All Purchased Securities transferred by one party hereto to the other shall be through book entry transfer by the Bank or other
<br />identification on the Bank's records that the Purchased Security belongs to either the Customer or the Bank.
<br />(g) Segregation of Purchased Securities. To the extent required by applicable law, all Purchased Securities in the possession of the
<br />Bank shall be segregated from other securities in its possession and shall be identified as subject to these Service Terns.
<br />Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial
<br />intermediary or a clearing corporation.
<br />(h) Required Disclosure. THE BANK IS NOT PERMITTED TO SUBSTITUTE OTHER SECURITIES FOR THOSE SUBJECT TO
<br />THESE SERVICE TERMS AND THEREFORE MUST KEEP THE CUSTOMER'S SECURITIES SEGREGATED AT ALL TIMES,
<br />UNLESS IN THESE SERVICE TERMS, THE CUSTOMER GRANTS THE BANK THE RIGHT TO SUBSTITUTE OTHER
<br />SECURITIES. IF THE CUSTOMER GRANTS THE RIGHT TO SUBSTITUTE, THIS MEANS THAT THE CUSTOMER'S
<br />SECURITIES WILL LIKELY BE COMMINGLED WITH THE BANK'S OWN SECURITIES DURING THE TRADING DAY. THE
<br />CUSTOMER IS ADVISED THAT, DURING ANY TRADING DAY THE CUSTOMER'S SECURITIES ARE COMMINGLED WITH
<br />THE BANK'S SECURITIES, THEY MAY BE SUBJECT TO LIENS GRANTED BY THE BANK TO THIRD PARTIES AND MAY BE
<br />USED BY THE BANK FOR DELIVERIES ON OTHER SECURITIES TRANSACTIONS. WHENEVER THE SECURITIES ARE
<br />COMMINGLED, THE BANK'S ABILITY TO RESEGREGATE SUBSTITUTE SECURITIES FOR THE CUSTOMER WILL BE
<br />SUBJECT TO THE BANK'S ABILITY TO SATISFY ANY LIEN OR TO OBTAIN SUBSTITUTE SECURITIES.
<br />(i) Required FDIC Disclosure. In the event of a failure of the Bank, funds swept to the Repo Sweep Investment Vehicle, as reflected on
<br />the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC. However, the FDIC would treat the beneficial
<br />owner's swept funds in one of two ways: (a) if the failed Bank's assets were transferred to an acquiring institution, the swept funds
<br />would be returned back into the beneficial owner's deposit account on the business day following the failure of the Bank; or (b) if the
<br />failed Bank will be dissolved, the beneficial owner would receive a check or other payment from the FDIC to reacquire the beneficial
<br />PN: 363374 DOC ID: SC /TY OF SANTA ANA -Nov. 19, 20�OPage I2 of 2S
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