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IIII�I��1 owner's allotted interest in the securities in accordance with the FDIC's normal procedures. The Bank will not exercise any right that it may have to substkute securities. (j) Use of Employee Plan Assets. If assets of any employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 ( "FRIBA ") are intended to be used by the Customer in a Purchase, the Customer shall also notify the Bank prior to the Purchase. The Customer hereby represents and warrants to the Bank that no Purchase constitutes a prohibited transaction under ERISA or is otherwise exempt therefrom, and the Bank may proceed in reliance thereon but shall not be required to proceed. (k) Intent. The parties recognize that each Purchase is a "repurchase agreement" as that term is defined in Section 701 (47) of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Purchase or the terms of such Purchase would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 (7) of Tkle 11 of the United States Code, as amended. It is understood that either party's right to liquidate securities delivered to it in connection with Purchases hereunder or to exercise any other remedies pursuant to these Service Terms, is a contractual right to liquidate such Purchase as described in Section 555 and 559 of Title 11 of the United States Code, as amended. (I) Disclosure Relating to Certain Federal Protections. The parties acknowledge that any Purchases under these Service Terms are obligations of the Bank collateralized by Securities_ The Customer acknowledges that it has been advised that funds held by the Bank pursuant to a Purchase hereunder: (i) are not bank deposits; and (ii) are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government entity. 13. Offshore /Repo Investment Vehicle. If the Customer has selected the Nassau /Repo Investment Vehicle or the London /Repo Investment Vehicle (collectively "Offshore /Repo Investment Vehicle ") as an investment, the provisions of Section 13 shall apply in addition to the provisions of Sections 1 through 8. (a) If the Customer has selected an Offshore /Repo Investment Vehicle, the Bank will invest the Customer's DDA balances in accordance with the Sweep Parameters in Section 3. If the amount of the DDA Balances is more than $100,000, then the Bank will invest the balances in the Nassau Investment Vehicle or the London Investment Vehicle, as applicable. If, however, for U.S. residents or entities, the Investment is less than $100.000 then the Bank will invest such lesser amount in the Repo Investment Vehicle instead. (b) The provisions of Section 1 through 8, as well as the provisions of Section 9 and 12 shall apply to the Customer selecting the Offshore /Repo Investment Vehicle. 14. Loan Sweep. If the Customer has selected any of the following: Loan Borrowing and Payment Option, Loan Payment Option, Loan and Investment Option and Fed Funds Borrowing Option (collectively, the "Loan Sweep "), the provisions of Section 14 as well as the provisions of Sections 1 through 8 shall apply. (a) Credit Facility. The Customer acknowledges that as a condition precedent to use by the Customer of the Loan Sweep, it shall have in place a current credit facility with the Bank (the "Credit Facility "). Any credit extended to Customer through use of the Loan Sweep will be subject to all of the terms and conditions of the Credit Facility. (b) Loan Borrowing and Payment Option. After the close of business on each Business Day, if the Customer has selected the Loan Borrowing and Payment Option, the Bank will determine the balance in the DDA after all transactions for that Business Day have been posted to such DDA and: (i) If the DDA balance is less than the Target Balance, the Bank will draw on the Credit Facility up to the amount of credit available under the Credit Facility on its applicable loan system and transfer the proceeds of such draw to fund the DDA up to the Target Balance. To permit such draws, the Bank hereby waives any notice requirements for such draws under the Credit Facility. If the amount of the available credit under the Credit Facility is insufficient to bring the balance in the DDA to the Target Balance, the Target Balance in the DDA will not be reached to the extent of such insufficiency; (ii) If the DDA balance is more than the Target Balance, the Bank will pay down the Credit Facility so that the Target Balance remains in the DDA. To permit such pay downs, the Bank hereby waives any notice requirements for such pay downs under the Credit Facility. Payments to pay down the Credit Facility will only be applied to those loans which are revolving loans under the Credit Facility and which will not result in any break - funding costs or prepayment premiums to the Customer; (iii) If the Credit Facility has expired or for whatever reason is not available for use by the Customer, any balance in the DDA in excess of the Target Balance will be used to pay down the principal amount of the Credit Facility: thereof. (c) Loan and Investment Option. If the Customer has selected the Loan and Investment Option, that Service will operate the same as the Loan Borrowing and Payment Option, except that to the extent there remains a balance in excess of the Target Balance in the DDA after pay down of the Credit Facility, then the remaining balance in the DDA may be swept by the Bank into the designated Investment Vehicle in accordance with the applicable provisions of these Service Terms. PNr 363374 DOC IDr SC /TY OF sstNra aNa -Nov. t9, zoloPage 73 of 25