HomeMy WebLinkAboutR-2013-033 Executed a Banking Services Agreement with SunTrust Bank effective May 1, 2013 RESOLUTION NO. 2013-033
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
ENTER INTO AND EXECUTE A BANKING SERVICES AGREEMENT AND
RELATED DOCUMENTS WITH SUNTRUST BANK TO PROVIDE
BANKING SERVICES TO THE CITY OF DANIA BEACH TO BECOME
EFFECTIVE ON MAY 1, 2013, WITHOUT COMPETITIVE BIDDING AND
WITHOUT ADVERTISEMENT FOR BIDS BASED UPON NET SERVICE
PRICING EQUAL TO THE SEPTEMBER 19, 2011 BID AWARD AND
AGREEMENT EXECUTED BY THE CITY OF COCONUT CREEK;
PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and
materials for the city government in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids if he is authorized to do so in
advance by a resolution adopted by the city commission; and
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
"Monetary thresholds for certain purchases and payment disbursement authorizations",
Subsection(a), sets the monetary threshold or limitation at$25,000.00; and
WHEREAS, the City's current Banking Services Agreement with Wells Fargo Bank
provides for a ninety (90) day Notice of Termination; and
WHEREAS, the Director of the Finance Department has obtained a Banking Services
Agreement from SunTrust Bank, which agreement provides for a lower net cost than the City's
current Wells Fargo Banking Agreement, thus reflecting a net cost advantage to the City of
Dania Beach for the transition of banking services to SunTrust for a period of five(5) years; and
WHEREAS, the City is able to avail itself of net services pricing equal to the
competitive services bid awarded to SunTrust Banks by the City of Coconut Creek on September
19, 2011;
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the foregoing recitals are incorporated into this Resolution by this
reference.
Section 2. That the City Commission approves and authorizes the proper City officials
to execute a Banking Services Agreement and related documents with SunTrust Bank to provide
banking services to the City of Dania Beach to become effective on May 1, 2013; copies of the
Banking �'Services Agreement and related documents received from SunTrust Bank are attached
as composite Exhibit "A" and made a art of and incorporated into this Resolution b this
P � P IP Y
reference.
Section 3. The Director of Finance is further authorized to immediately notify the
City's existing banking services provider, Wells Fargo that its banking services for the City of
Dania Beach will be terminated on June 30, 2013. A transition plan will be put into place in
March, 2013, with the final conversion to SunTrust banking services planned by June 30, 2013.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 5. That this Resolution shall be in force and take effect immediately upon its
passage and adoption and the Banking Services Agreement with SunTrust Bank will become
effective on May 1, 2013; the banking services with Wells Fargo will terminate on June 30,
2013.
PASSED AND ADOPTED on March 12, 2013.
ATTEST:
Zk
LOUISE STILSON, CMC WAITER B. DUKE, III
CITY CLERK MAYOR
APPROVED AS O FO AND CORRECTNESS:
THO S SBRO
CITY AT ORNEY
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2 RESOLUTION#2013-033
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ST�{r�}iTG�T• David K.Ross STI Institutional a Government,Inc
�v+N�s++����.JJ��7711 Senior Vice President A SunTrust ConWny
Relationship Manager 516 East Las Olas Boulevard
7th Floor
Fort Lauderdale,FL 33301
Tel 954.765.7445
Fax 954.765.7240
david.ross@wntrust.com
February.14,2013
Mr. Mark Bates
City of Dania Beach,Florida
100 West Dania Beach Boulevard
Dania Beach,FL 33004,
Re:Fee Proposal for Treasury Management Services
Dear Mr.Bates
As requested, SunTrust Bank is pleased to offer the City of Dania Beach the pricing terms for the treasury
management and demand depository services proposed to the City of Coconut Creek,Florida ("Coconut Creek").
This letter has been modified from and is meant to replace the letter that was sent dated February 7,2013.
Attached please find the Schedule for Proposal Prices that was included in the SunTrust Proposal in response to the
Coconut Creek Request for Proposal for Banking Services(RFP 08-03-11-11). As a result of SunTrust being
awarded the Banking Services,agreements between SunTrust Bank and Coconut Creek were entered into on
September 19, 2011. In accordance with the pricing terms offered to Coconut Creek, SunTrust is offering the
following terms to the City of Dania Beach:
• The prices listed in the Schedule shall remain effective for a period of five(5)years.
• The City shall receive an earnings credit rate based on current market conditions.The earnings credit
rate is currently 50 basis points. This rate would be the established floor rate applied monthly to 100%
of the City's analyzed non-interest bearing deposits for the contract term until such time that market
rates exceed SunTrusts established floor rate. Due to the historically low interest rate environment,the
ECR rate is currently a managed rate.SunTrust monitors competitor rates and industry rates on a
monthly basis. The ECR calculation has historically been based on the 13 week Treasury Bill rate.
When interest rates begin to rise,SunTrust will adjust its rates accordingly to maintain a competitive
ECR offering.
• The City shall receive a waiver of service,implementation and account activity charges,calculated based on
projected services used,volumes and account balances.Based on the City's projected account structure
and services,we are offering to waive charges up to$4,000 for the first two months after execution of our
service agreements.
Utilizing the Account Analysis statement provided by the City of Dania Beach for November 2012,the City would
have saved $57.77 based on the proposed pricing and earnings credit rate herein. Please refer to the attached
table that illustrates how this savings figure was calculated.
The following attachments have been provided for your reference(note that the Proforma has been revised,but all
other documents were provided in the letter dated February 7,2013,and remain valid and unchanged):
• Pricing schedules with all relevant pricing from the Coconut Creek
• Proforma for Dania Beach(revised from the one originally sent on 2/7/13)
• Standard Treasury Management Master Agreement,
3 RESOLUTION#2013-033
• SunTrust Treasury Management Terms and Conditions(including the same negotiated changes agreed
upon with Coconut Creek,and further amended to include revision required by changes in law and NACHA
rules since the date of the Coconut Creek agreement,and to include terms for new services offered by
SunTrust)
• Rules and Regulations for Deposit Accounts
• SunTrust Standard forms of Depository Account Resolution and Signature Card,and Public Funds
Custodian Certification
Please note that the pricing included on the attached Schedule will apply only to services and account types listed on
the Schedule. If the City requests additional account types, services,or features,fees for such items shall be
charged at SunTrust's then-prevailing rates unless otherwise negotiated between the parties.The fees listed on the
attached Schedule shall not change during the term specified above unless a fee change is necessitated by the
Federal Reserve System or other government,regulatory or self-regulatory organization.All services provided to the
City of Dania Beach shall be governed by the relevant SunTrust service agreements,including but not limited to the
SunTrust Treasury Management Master Agreement and SunTrust Treasury Management Terms and Conditions.
The provision of services described in this letter is conditioned upon the City's execution of the service agreements
attached hereto and other documentation or terms that may be required by SunTrust,in SunTrust's sole discretion.
Any changes to the Pricing Schedule or the service agreements must be satisfactory to each of SunTrust and the
City of Dania Beach.
Please indicate your acceptance of the pricing terms described in this letter by signing below.
Sincerely,
David K Ross
Senior Vice President,Relationship Manager
Not—For-Profit and Governmental Banking
cc:Andrew Daley
Ben Suarez
Accepted and agreed to by the City of Dania Beach:
Signature:
Printed Name:
Title:
Date:
4 RESOLUTION#2013-033
00,1 SUN TRUST TREASURY MANAGEMENT
MASTER AGREEMENT
1. Introduction. SunTrust Bank offers a full range of treasury management items are all part of the software materials. There may also be additional online
services to our clients. Throughout this master agreement, (a)SunTrust Bank or"click wrap"terms for the use of the online services. The agreement,online
is referred to as "we," "us" or "our," (b)the treasury management services terms and any applicable separate license agreement and user manual set forth
described in our treasury management terms and conditions referred to below the terms and conditions relating to your right to use those online services and
are referred to as the 'services,' (c)this master agreement and the other software programs as well as important instructions and requirements for their
documents described below are together referred to as the"agreement,"(d)the use.
person or entity using one or more of the services is referred to as "you"or (h) Rules and Regulations. The rules and regulations for deposit
"your"and(e)the individuals identified in any resolution,certificate,delegation
of authority or other document that you have given us as having authority to accounts that you maintain with us set forth certain general provisions relating
enter into or amend the agreement on your behalf are referred to as your to the establishment,maintenance and operation of your deposit accounts.
"authorized signers." If there is any inconsistency on a particular issue among the documents
When you sign this master agreement you are agreeing to be bound by that make up the agreement,the documents will control that particular issue in
the terms and conditions of the agreement. The agreement is a legally binding the order set forth from top to bottom above.
contract that can only be changed as provided in this master agreement. 3. Amendments. We may change or add to the provisions of this master
2. Organization of Agreement. As indicated above,the agreement is made agreement and any of the general terms and conditions by giving you 30
up of several documents,each of which serves a special purpose. The relevant calendar days'prior notice. We may change or add to the terms and conditions
documents and their purposes are as follows: for any individual service by giving you 10 calendar days'prior notice. We may
change the information in the implementation/setup forms without giving you
(a) Treasury Management Terms and Conditions. Our treasury notice. If you continue to use a service after any of these changes or additions
management terms and conditions fall into two categories(i)the general terms become effective (or you earlier confirm a service profile for an affected
and conditions that govern the use of all services and(ii)the specific terms and service),you are bound by those changes or additions. If a change or addition
conditions that govern the use of each individual service. The most recent is required by applicable law, clearing house rules or funds transfer system
version of our treasury management terms and conditions is always posted on rules,or if we believe that the change or addition is necessary for the security or
the following website: www.suntrust.com/treasuryterms. You may access it at integrity of the systems that we use in providing any services for you,we may
any time by visiting the site and opening the document with the password we give you notice of the change or addition promptly after we make it. In that
have given you. We will also give you a printed copy of the current version of case,you are bound by the change or addition unless you terminate your use of
those terms and conditions upon request. the relevant service(s) immediately after you receive our notice, We may
change or add to the terms of the software materials or the rules and
(b) Master Agreement. This master agreement describes the structure regulations by following the procedures set forth in those documents.
of the agreement and sets forth certain of the basic contractual provisions
relating to your use of the services. 4. New Services. If we agree to provide a new service for you,we will create
one or more service profiles reflecting certain instructions you give us regarding
(C) Reference Materials. The reference materials for a service provide your setup for that new service and send or otherwise make them available to
details regarding the functionality of that service, as well as certain formatting you. You may not use that service until you have confirmed (in a manner
and other technical requirements that you must follow when using that service. acceptable to us)that those service profiles are correct, you have successfully
Reference materials may include, without limitation, a user manual, a quick completed any required testing or training for that service and we have
reference guide, a service demo and/or file formats and specifications. Not completed our implementation of your setup for that service. If you attempt to
every service has reference materials. use a new service without satisfying one or more of these conditions,we may
(d) Delegation of Authority. A delegation of authority is optional. By refuse to provide that service but, if we do provide it, you are bound by the
using one, you are giving other people within your company authority with terms of the agreement relating to that service(including,without limitation,the
respect to the agreement and/or the services. general terms and conditions and the terms and conditions for that new
service).
(e) Service Profiles. A service profile reflects certain instructions you 5. Changes to Your Setup. If we agree to change your setup for a service in
give us regarding your setup for a particular service, such as the account(s) response to your instructions and those instructions are of the type reflected on
linked to that service,the authorized users for that service and the options you a service profile,we will send or otherwise make one or more service profiles
select for that service. reflecting those instructions available to you. That change will not take effect
(f) Implementation/Setup Forms. An implementation/setup form is an until you have confirmed (in a manner acceptable to us) that those service
internal document that we use to record additional information and/or profiles are correct, you have successfully completed any required testing or
instructions you give us with respect to a particular service. training for the change and we have completed our implementation of the
change. In that regard, changes to your setup for a service reflected on a
(g) Online Services and Software Materials. We may grant to you a service profile will be implemented either on an "incremental" basis or a
nonexclusive,nontransferable,limited license or sublicense to use one or more °complete replacement" basis, as reflected and to the extent indicated in the
software programs in connection with certain services. There may be a service profile.
separate license agreement (which may be a "shrink wrap" or "click wrap"
agreement and may be with us or a third-party vendor)and/or user manual for If a change is implemented to your setup for a service on an incremental
some of those software programs. Those software programs and those other basis, that change supplements (as an addition, deletion or modification), but
Rev. 11/25108 Page 1 of 2
00 SUNTRUST TREASURY MANAGEMENT
MASTER AGREEMENT
does not replace,the information in your setup for that service. For example,if our option) to send a service profile to you as an attachment to an e-mail
an incremental service profile indicates that it adds a new authorized user for a message, you (a)will be deemed to have confirmed that service profile is
service,all existing authorized users for that service continue to be authorized correct if we receive an e-mail message to that effect that purports to be from
users unless you specifically request that we delete one or more of them and one of your authorized signers, (b)adopt that e-mail message as your
that deletion is reflected in a separate service profile that you confirm (in a electronic signature with the intent to sign that service profile and (c)will be
manner acceptable to us). bound by that service profile to the same extent as if one of your authorized
If a change is implemented to your setup for a service on a complete signers had printed,signed and given it to us.
replacement basis, the information identified in that service profile completely 7. Acknowledgement of Receipt and Agreement to be Bound. By signing
replaces the information in your setup for that service,to the extent indicated in below(and each time you confirm a service profile),you acknowledge that you
that service profile. In that regard, information can be completely replaced have received(or have been given electronic access, including the necessary
(a)only for the account(s) identified on the service profile, (b)only for the password, to) a complete copy of, and that you have read, understand and
combination of the account(s)and linked feature(s)of the service identified on agree to be bound by all provisions of our treasury management terms and
the service profile or(c)for all accounts using the service. conditions(including,without limitation,those that(a)Rmit our liability to you,
For example,if a service profile indicates that it completely replaces all of (b)obligate you to indemnify us,(c)authorize us to rely on authorization
your previous service profiles for a service with respect to the account(s) codes,(d)waive the right to a jury trial and(e)require binding arbitration)
identified in that service profile,then only the authorized users identified in that in the form and with the content then posted on the identified website(as we
service profile are authorized to use the service with respect to the identified may update them from time to time)with respect to your use of all services.
account(s). However, none of your service profiles for other accounts using Si nature. This master agreement has been signed and delivered(which
that service are affected and all authorized users listed on them continue to be you agree may be by facsimile or e-mail attachment) on your behalf by the
authorized users with respect to those other accounts. person whose name is printed below. That person represents and warrants to
Alternatively,if a service profile indicates that it completely replaces all of us that he or she is one of your authorized signers and that you have taken all
your previous service profiles for the combination of an account and lockbox action required by your organizational documents to authorize him or her to sign
identified in that service profile,then only the image delivery option(s)selected and deliver this master agreement(and any other documents we may require
in that service profile will be provided with respect to the combination of the with respect to the services) on your behalf. The agreement completely
identified account and lockbox. However,none of your service profiles for other replaces any other ones you have given us in the past with respect to the
combinations of accounts and lockboxes for that service are affected and all cervices, except that any instructions you have given us under any such past
image delivery options selected in them will continue to be provided with agreements continue to be effective until replaced or deleted in accordance with
respect to those other combinations of accounts and lockboxes the agreement (including, without limitation, through a service profile or an
implementation/setup form).
Finally, if a service profile indicates that it completely replaces all of your Client Name: City of Dania Beach
previous service profiles for a service, then only the options identified in that
service profile will apply with respect to any of your accounts using that service. Authorized Signer:
None of your previous service profiles for that service are effective and none of
the options identified on them will apply with respect to any of your accounts print Name:
using the service.
We may refuse to accept letters,a-mails or other forms of communication Print Title:
that instruct us to change your setup for a service if those instructions are of the 100 West Dania Beach Blvd.
type reflected on a service profile. However, you agree that we may (at our Address:
option)accept an e-mail that purports to be from one of your authorized signers Dania FL 33004
and that instructs us to delete one or more accounts from your setup for a
service without requiring you to confirm a service profile reflecting that E-Mail:
instruction.
6. Electronic Records and Signatures. You consent to the use of electronic Phone:
records and signatures with respect to your use of the services. Without limiting Fax:
the types of electronic signatures we may accept,you agree that,if we elect(at
Date:
Rev.11/25/08 Page 2 of 2
SUNTRUST
Treasury Management Terms and Conditions
Table of Contents
Click on an item to jump to the top of the page for that section
Treasury Management Terms and Conditions............................................................................................................. 1
General Terms and Conditions for All Services........................................................................................................... 2
Account Reconciliation Service.................................................................................................................................... 9
Accounts Receivable Conversion Service................................................................................................................... 9
ACHFraud Control Service........................................................................................................................................ 10
ACHOrigination Service ............................................................................................................................................ 13
Cash Concentration Service....................................................................................................................................... 23
CashVault Service..................................................................................................................................................... 24
Controlled Disbursement Service............................................................................................................................... 26
ControlledPayment Service....................................................................................................................................... 27
ElectronicData Interchange.......................................................................................................................................28
Enterprise Payment Processing Service.................................................................................................................... 28
ImageCash Letter Service......................................................................................................................................... 31
Image Cash Letter Service—Financial Institutions.................................................................................................... 33
ImageDelivery Services............................................................................................................................................. 35
Online Bill Consolidator Service................................................................................................................................. 36
Online Bill Presentment and Payment Service.......................................................................................................... 38
OnlineCheck Deposit Service...................................................................................................................................41
OnlineCourier Service...............................................................................................................................................46
OnlineFile Transfer Service.......................................................................................................................................46
OnlineTreasury Manager Service .............................................................................................................................47
Positive Pay and Reverse Positive Pay Service........................................................................................................49
Pre-Encoded Deposit Service.................................................................................................................................... 51
Return Items Transmission (°RIT") Service................................................................................................................ 52
ScannableLockbox Service....................................................................................................................................... 53
Smart Safe Daily Deposit Posting Service................................................................................................................. 54
TaxPayment Service................................................................................................................................................. 56
Universal Payment Identification Code Service......................................................................................................... 57
WholesaleLockbox Service....................................................................................................................................... 57
WireTransfer Service................................................................................................................................................. 59
ZeroBalance Account Service................................................................................................................................... 59
FundsTransfer Agreement........................................................................................................................................60
Version 1.12 City of Dania Beach nonstd(ivg 3.4.13 FINAL) Page 1 of 63
O _,,{�, TREASURY MANAGEMENT
N, SUN RUST TERMS AND CONDITIONS
General Terms and Conditions for All Services
1. Introduction. SunTrust Bank offers a full range of treasury use one or more software programs in connection with certain services.
management services to our clients. Throughout these terms and There may be a separate license agreement (which may be a "shrink
conditions, (a)SunTrust Bank is referred to as"we,""us"or"our,"(b)the wrap" or "click wrap" agreement and may be with us or a third-party
treasury management services described in these terms and conditions vendor) and/or user manual for some of those software programs.
are referred to as the"services,"(c)these terms and conditions and the Those software programs and those other items are all part of the
other documents described below are together referred to as the software materials. There may also be additional online or"dick wrap"
"agreement,"(d)the person or entity using one or more of the services terms for the use of the online services. The agreement, online terms
is referred to as "you"or"your"and (e)the individuals identified in any and any applicable separate license agreement and user manual set
resolution,certificate,delegation of authority or other document that you forth the terms and conditions relating to your right to use those online
have given us as having authority to enter into or amend the agreement services and software programs as well as important instructions and
on your behalf are referred to as your"authorized signers." requirements for their use.
2. Organization of Agreement. As indicated above, the (h) Rules and Regulations. The rules and regulations for
agreement is made up of several documents, each of which serves a deposit accounts that you maintain with us set forth certain general
special purpose. The relevant documents and their purposes are as provisions relating to the establishment, maintenance and operation of
follows: your deposit accounts.
(a) Treasury Management Terms and Conditions. Our If there is any inconsistency on a particular issue among the documents
treasury management terms and conditions fall into two categories that make up the agreement, the documents will control that particular
(i)the general terms and conditions that govern the use of all services issue in the order set forth from top to bottom above. All provisions
and (ii)the specific terms and conditions that govern the use of each relating to arbitration in the Rules and Regulations shall be deleted and
individual service. The most recent version of our treasury management shall not be applicable to you.
terms and conditions is always posted on the following website:
www.suntrust.com/treasuryterms. You may access it at any time by 3. Amendments. We may change or add to the provisions of the
visiting the site and opening the document with the password we have master agreement and any of these general terms and conditions by
given you. We will also give you a printed copy of the current version of giving you 90 calendar days'prior notice. We may change or add to the
those terms and conditions upon request. terms and conditions for any individual service by giving you 30
calendar days' prior notice. We may change the information in the
(b) Master Agreement. The master agreement describes the implementation/setup forms without giving you notice. If you continue to
structure of the agreement and sets forth certain of the basic contractual use a service after any of these changes or additions become effective
provisions relating to your use of the services. (or you earlier confirm a service profile for an affected service),you are
bound by those changes or additions. If a change or addition is required
(c) Reference Materials. The reference materials for a by applicable law,Gearing house rules or funds transfer system rules,or
service provide details regarding the functionality of that service,as well if we believe that the change or addition is necessary for the security or
as certain formatting and other technical requirements that you must integrity of the systems that we use in providing any services for you,we
follow when using that service. Reference materials may include, may give you notice of the change or addition promptly after we make it.
without limitation, a user manual, a quick reference guide, a service In that case, you are bound by the change or addition unless you
demo and/or file formats and specifications. Not every service has terminate your use of the relevant service(s) immediately after you
reference materials. receive our notice. We may change or add to the terms of the software
materials or the rules and regulations by following the procedures set
(d) Delegation of Authority. A delegation of authority is forth in those documents.
optional. By using one, you are giving other people within your
company authority with respect to the agreement and/or the services. 4. New Services. If we agree to provide a new service for you,
we will create one or more service profiles reflecting certain instructions
(e) Service Profiles. A service profile reflects certain you give us regarding your setup for that new service and send or
instructions you give us regarding your setup for a particular service, otherwise make them available to you. You may not use that service
such as the account(s)linked to that service, the authorized users for until you have confirmed (in a manner acceptable to us) that those
that service and the options you select for that service. service profiles are correct, you have successfully completed any
(f) Implementation/Setup Forms. An implementation/setup required testing or training for that service and we have completed our
form is an internal document that we use to record additional information implementation of your setup for that service. If you attempt to use anew service without satisfying one or more of these conditions, we may
and/or instructions you give us with respect to a particular service. refuse to provide that service but,if we do provide it, you are bound by
(g) Online Services and Software Materials. We may grant the terms of the agreement relating to that service (including, without
to you a nonexclusive, nontransferable, limited license or sublicense to limitation, these general terms and conditions and the terms and
conditions for that new service).
Page 2 of 63
TREASURY MANAGEMENT
i SUST TERMS AND CONDITIONS
5. Changes to Your Setup. If we agree to change your setup for
a service in response to your instructions and those instructions are of effective and none of the options identified on them will apply with
the type reflected on a service profile, we will send or otherwise make respect to any of your accounts using the service.
one or more service profiles reflecting those instructions available to
you. That change will not take effect until you have confirmed (in a We may refuse to accept letters, a-mails or other forms of
manner acceptable to us) that those service profiles are correct, you communication that instruct us to change your setup for a service if
have successfully completed any required testing or training for the those instructions are of the type reflected on a service profile.
change and we have completed our implementation of the change. In However, you agree that we may (at our option) accept an e-mail that
that regard, changes to your setup for a service reflected on a service purports to be from one of your authorized signers and that instructs us
profile will be implemented either on an "incremental" basis or a to delete one or more accounts from your setup for a service without
"complete replacement"basis,as reflected and to the extent indicated in requiring you to confirm a service profile reflecting that instruction.
the service profile.
6. Electronic Records and Signatures. You consent to the use of
If a change is implemented to your setup for a service on an incremental electronic records and signatures with respect to your use of the
basis, that change supplements (as an addition, deletion or services. Without limiting the types of electronic signatures we may
modification),but does not replace,the information in your setup for that accept, you agree that, if we elect (at our option) to send a service
service. For example, if an incremental service profile indicates that it profile to you as an attachment to an e-mail message, you (a)will be
adds a new authorized user for a service, all existing authorized users deemed to have confirmed that service profile is correct if we receive an
for that service continue to be authorized users unless you specifically e-mail message to that effect that purports to be from one of your
request that we delete one or more of them and that deletion is reflected authorized signers, (b)adopt that e-mail message as your electronic
in a separate service profile that you confirm(in a manner acceptable to signature with the intent to sign that service profile and(c)will be bound
us). by that service profile to the same extent as if one of your authorized
signers had printed,signed and given it to us.
If a change is implemented to your setup for a service on a complete
replacement basis, the information identified in that service profile 7. Receipt and Agreement to be Bound by Governing
completely replaces the information in your setup for that service,to the Documents. Your use of a service is governed by the master
extent indicated in that service profile. In that regard,information can be agreement, these treasury management terms and conditions and the
completely replaced (a)only for the account(s) identified on the service other documents described in either of them. Each time you confirm a
profile, (b)only for the combination of the account(s) and linked service profile for a service you(a)acknowledge that you have received
feature(s) of the service identified on the service profile or (c)for all (or have been given electronic access, including the necessary
accounts using the service. password, to) a complete copy of, and (b)agree that, except to the
extent your use of a particular service is governed by a prior agreement,
For example, if a service profile indicates that it completely replaces all you have read, understand and, agree to be bound by, all provisions of
of your previous service profiles for a service with respect to the these treasury management terms and conditions in the form and with
account(s) identified in that service profile, then only the authorized the content then posted on the identified website (as we may update
users identified in that service profile are authorized to use the service them from time to time)with respect all services you are then using.
with respect to the identified account(s). However, none of your service
profiles for other accounts using that service are affected and all 8. Our Right to Delay or Refuse to Process Transactions. We
authorized users listed on them continue to be authorized users with may delay, refuse to process and/or impose a specific fee with respect
respect to those other accounts. to any item, transaction or instruction with respect to a service which
(a)does not comply with the provisions of the agreement relating to that
Alternatively, if a service profile indicates that it completely replaces all particular service, (b)is not complete, correct and current, (c)is greater
of your previous service profiles for the combination of an account and in frequency or number than is permitted for the relevant account or
lockbox identified in that service profile, then only the image delivery service, (d)is for an amount that is less than the minimum amount
option(s)selected in that service profile will be provided with respect to permitted for the relevant account or service, (e)relates to an account
the combination of the identified account and lockbox. However, none that has been closed or exceeds the amount of available funds in the
of your service profiles for other combinations of accounts and relevant account(or would reduce the balance of the available funds in
lockboxes for that service are affected and all image delivery options the relevant account below any required minimum balance), (f)we
selected in them will continue to be provided with respect to those other believe in good faith is not genuine, conflicts with another instruction or
combinations of accounts and lockboxes relates to funds or an account over which there is a dispute or restriction
on withdrawal, (g)we suspect results from a breach in the confidentiality
Finally,if a service profile indicates that it completely replaces all of your of a security procedure or authorization code or relates to an account or
previous service profiles for a service, then only the options identified in service that we suspect is being used for,or is the target of, fraudulent
that service profile will apply with respect to any of your accounts using or illegal activity, or (h)might cause us to violate applicable law or
that service. None of your previous service profiles for that service are otherwise expose us to liability. We may also suspend your ability to
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use a service if any of the circumstances described in clause(g) or(h) administrator must obtain the other portions of the authorization codes
in the prior sentence occurs. from the other contact or security administrator who received them.
After obtaining the other portions of the authorization codes, your
9. Overdrafts. As noted above, we may delay and/or refuse to security administrator is responsible for creating and providing
process any item, transaction or instruction that exceeds the amount of authorization codes for and establishing limits on each user's authority
available funds in the relevant account(or would reduce the balance of to initiate transactions, access information and use services on your
the available funds in the relevant account below any required minimum behalf. You are completely responsible for controlling access to and
balance). If we decide in our discretion to process an item, transaction maintaining the confidentiality of the security procedures and
or instruction that exceeds the amount of available funds in the relevant authorization codes and you must promptly report any breach of that
account (or would reduce the balance of the available funds in the confidentiality to us. You are also completely responsible for the actions
relevant account below any required minimum balance), you agree to of your contacts, your security administrators,any users to whom we or
reimburse us on demand for(a)the full amount of any overdraft or other your contacts or security administrators have provided authorization
shortfall created by that item, transaction or instruction, (b)all overdraft codes and any other person who has obtained access to your
fees and charges we may impose from time to time, (c)interest on the authorization codes. In some cases, a third party vendor may provide
amount of the overdraft or other shortfall at the rate we may impose the authorization codes on our behalf. We may send the reference
from time to time for the day the overdraft or other shortfall was created materials and any notices regarding a service to your contact(s)for that
and for each following day until the overdraft or other shortfall has been service as reflected in your service profiles for that service as they are in
paid, and (d)all costs and expenses (including, without limitation, effect at the relevant time.
attorney's fees)we incur in collecting the overdraft or other shortfall, or
any fees,charges or interest relating to it,from you. 11. Authorized Signers. As indicated above, your authorized
signers are those individuals identified in any resolution, certificate,
10. Security Procedures and Authorization Codes. Some of the delegation of authority or other document that you have given us as
services require you to implement appropriate security procedures that having authority to enter into or amend the agreement on your behalf.
are outlined in the terms and conditions for those services. The security We may act upon any oral or written instructions we receive that we
procedures are designed to verify the authenticity of instructions that we believe in good faith to have been given by one of your authorized
receive(including, at our option,confirmation of service profiles by your signers (including instructions sent by facsimile, e-mail or other
authorized signers) and to control access to information and services. electronic method). In addition, if we have elected to permit your
They are not designed to detect errors in the content or transmission of authorized signers to confirm service profiles by using authorization
instructions or information. We may rely on the security procedures to codes, any person giving us an appropriate authorization code will be
control access to information and services and to determine whether deemed to have authority to confirm service profiles,even if he or she is
any instructions we receive are authentic. You will be bound by all not otherwise one of your authorized signers.
instructions issued in your name and accepted by us in compliance with
the applicable security procedures, whether or not you or one of your 12. Authorized Persons. The individuals who have authority to
authorized users actually gave us those instructions. The security give us instructions,access information and use services on your behalf
procedures may require the use of PINs, user ID numbers, passwords, are those that are reflected in your delegation of authority, if you have
test keys, algorithms or other codes, all of which are referred to as executed one, or any other separate written resolution or other
"authorization codes." In some cases, we will provide all of the document relating to the services that you have given us. These
authorization odes (which, for some services, may be the same for individuals may be referred to as "authorized representatives,'
multiple users). In these cases, we will either give the authorization "authorized users," "authorized persons" or similar terms in these
codes directly to your users (or, if we have elected to permit your general terms and conditions and/or the terms and conditions for
authorized signers to confirm service profiles by using authorization particular services. In addition, if you use a service that involves
codes, then in that case directly to your authorized signers) or we will authorization codes, any person giving us an appropriate authorization
give them to the person within your company that you have designated code will be deemed to have authority to give us instructions, access
as your "contact" or security administrator (as defined below). If we information and use services on your behalf, even if he or she is not
elect to give the authorization codes to your contact,that person is then otherwise designated as having authority to do so. You may also
responsible for distributing the authorization codes to your users. In authorize third party processors and other agents to give us instructions,
other cases, you will be required to appoint a person within your access information and use services on your behalf. We may act upon
company who has the authority to determine who is permitted to use any oral or written instructions we receive that we believe in good faith
certain services on your behalf. That individual is referred to as your to have been given by an authorized person(including instructions sent
"security administrator." Some services give you the option of by facsimile or other electronic method). We are authorized to follow
designating more than one contact and/or security administrator. In the instructions of your contact, your security administrator or any
these cases, we may give all of the authorization codes to a single person designated as having authority to act on your behalf (or that
contact or security administrator or(at our option)we may give a portion gives us or uses an appropriate authorization code) until we receive
of the authorization codes to a particular contact or security written notice that his or her authority(or authorization code) has been
administrator with the rest of the authorization codes going to another terminated and we have had a reasonable time to act upon that notice.
contact or security administrator. If we do not give all of the At our option, we may require written confirmation of instructions that
authorization codes to a single security administrator, your security are given orally or by facsimile.
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13. Our Online Services and Software Materials. order for you to use the services, and as to agents, have agreed in
writing to comply with the restrictions on use in the agreement.You will
(a) Use of Online Services. We offer several online services instruct those employees or agents to keep the online services and
(including data transmission services) that allow you to electronically software materials confidential by using the same care and discretion
access information concerning your accounts, give us instructions that you use with respect to your own confidential property and trade
regarding certain transactions with respect to your accounts and use of secrets. Your obligations of confidentiality regarding the online services
the services,and transmit and receive data files to or from us. We can and software materials will continue after termination of the agreement
also use online services to electronically provide you reports, and your use of the services for so long as that information remains a
confirmations, statements and other information regarding your trade secret or is otherwise subject to the protection of applicable law.
accounts and use of the services. The instructions that you can give us
through online services vary by service. These online services may (d) Accounts at other Institutions. Some of our online
require you to comply with various security procedures, including that services have the ability to access information concerning accounts at
you use authorization codes. You agree to provide us with all other financial institutions. In order for you to take advantage of this
information we request to enable us to activate your ability to use online functionality, you must give written instructions to the other financial
services. Some of the online services have specific formatting and institution(s) to make information regarding those accounts available to
other technical requirements,as we may specify from time to time. You us and the other financial institution(s) must give us written instructions
agree to comply with these requirements when using the online services to make that information available to you through one of our online
and to allow us to test and approve your setup for an online service or services. We are not responsible for any inaccuracies in any
data transmission service before you begin using it. Certain of the information provided by the other financial institution(s)or for any errors
online services may also require you to comply with certain online terms or delays in any service caused by the other financial institution(s).
and/or use software that we license or sublicense to you. Your use of
the online services and any software materials is subject to the online (e) No Guarantees or Responsibility. We make no
terms,any accompanying license agreement and the other terms of the guarantees and have no responsibility with respect to(i)the operation of
agreement. any online service or software materials being uninterrupted, error free
or free from program limitations, (ii)defects in the online services or
(b) Nonexclusive License. Your rights in the online services software materials or any information provided through them, (iii)the
and software materials are limited to a nonexclusive license to use them online services, the servers that make them available or the software
solely in connection with your use of the services for your internal materials being free of viruses, disabling devices or other harmful
business purposes. You may not transfer or assign any of your rights components,(iv)any information or reports that are transmitted over the
with respect to the license,and the license will be automatically revoked Internet,a wireless network,or sent by e-mail or other electronic method
if the agreement is terminated generally or with respect to the particular remaining confidential or being accurate, or (v)any person gaining
service to which the online services or software materials relate. If your unauthorized access to the online services,unless we failed to meet our
license is revoked, you must return the software materials and any standard of care in giving that person an authorization code. If an online
copies or extracts that you have made to us immediately. You may not service is not available or you are unable to access an online service,
(i)sublicense, sell, lease, distribute or (except with respect to your you agree to use another method (such as written instructions) to
employees or agents) provide access to any of the online services or access your accounts or use the services.
software materials to any third party, (ii)use the online services or
software materials in a service bureau, time-sharing, outsourcing or 14. Your Equipment, Communications Capabilities and Software.
similar arrangement, (iii)use the online services or software materials in Several of the services require you to have certain equipment,
any manner that is not expressly permitted by the agreement, communications capabilities or software. You are responsible for
(iv)modify, decompile, reverse engineer, disassemble or create providing and maintaining (at your cost and expense) any equipment,
derivative works from the online services or software materials or communications capabilities or software(other than software we provide
(v)copy all or part of the online services or software materials, except in connection with certain of our services) necessary for any of the
as necessary for reasonable back up purposes or(vi)take any actions services that you use. It is your responsibility to insure that the
or engage in any conduct that violates our rights(or those of our vendor) equipment, communications capabilities and software you select are
with respect to the online services or software materials. compatible with those that we use from time to time to provide the
services. We have no responsibility if any equipment, communications
(c) Proprietary Rights. Except as otherwise set forth in the capabilities or software that you use is defective or is not compatible
online terms, the software materials or the terms and conditions for the with ours, even if you have told us what equipment, communications
relevant service, we or our vendor retain all ownership and other rights capabilities and software you intend to use or we have previously
in the online services and software materials and in any related trade approved its use.
secrets, copyrights and other intellectual property rights. In addition,
you acknowledge that the online services and software materials 15. Fraud Detection/Deterrence. Payment system fraud has
contain valuable, confidential, trade secret information that belongs to increased dramatically in recent years due to a number of factors. From
us or to our vendor. You will not disclose or otherwise make that time to time we may make certain products and services that are
information available to any person other than your employees or designed to detect and/or deter payment system fraud available to you.
agents that need to use the online services or software materials in While no product or service will be completely effective,we believe that
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the products and services we offer will reduce the likelihood of certain regulations, clearing house rules or funds transfer system rules have
types of fraudulent transactions occurring in your accounts. As a result, made it impracticable for us to perform under the agreement generally
you agree that if you fail to implement any of these products or services or with respect to a particular service or (f)any of the circumstances
that we specifically offer to you, (a)you will be precluded from asserting described in clause (g) or(h) of Section 8 of these general terms and
any claims against us with respect to any unauthorized, altered, conditions occurs. Even though the agreement may be terminated
counterfeit or other fraudulent transactions occurring in your accounts entirely or with respect to a particular service, all provisions relating to
that the product or service was designed to detect or deter, (b)we will your indemnification obligations,your obligations concerning confidential
not be required to recredit your accounts or otherwise have any liability information and limitations on our liability will continue to apply and will
for such transactions, and (c)you will indemnify us for any loss or survive termination. You also continue to be liable for any obligations
expense(including, without limitation, reasonable attorneys'fees to the that you incurred prior to the termination of the agreement or any
extent permitted by law) relating in any way to such transactions, so service,those that you incur in the process of terminating the agreement
long as we otherwise satisfied our duty of care with respect to the other or a particular service and for any outstanding transactions.
aspects of such transactions. Products and services may not be
implemented due to cost or organizational needs, but in no event will 18. Your Representations and Warranties. Each time you use a
your obligations under this paragraph change if you fail to implement for service you represent and warrant to us that(a)you are duly organized,
any reason products and services that we specifically offer to you. This validly existing and in good standing under the laws of your state of
obligation to indemnify,defend and hold harmless is limited to the extent organization, (b)you have full power and authority to carry on your
provided under Section 768.28,Florida Statutes. business and to enter into and perform your obligations under the
agreement, (c)you have taken all actions necessary to enter into and
16. Fees and Taxes. You will pay us all fees that we disclose to perform your obligations under the agreement, (d)all resolutions or
you for any of the services that you use. We may change or add new other authorizations you have given to us are true, accurate and
fees for services from time to time with advance written notice provided complete in all material respects,(e)all assumed or fictitious names that
to you by us. If you continue to use the service after the change you use have been duly registered or filed with the applicable
becomes effective, you agree to pay the new fees. In addition, you governmental authorities, (f)you have obtained all necessary consents
agree to pay any taxes (other than taxes based on our net income) or authorizations for you to enter into the agreement, (g)this agreement
relating to the services that you use and to pay any out-of-pocket is legally binding on you, (h)each person whose name is written or
expenses we incur in performing the services for you, including any printed on your delegation of authority,if you have executed one,or any
communication, access, transmission and data processing charges. resolution or other separate written authorization concerning the
Your accounts are also subject to the fees set forth in the schedule of agreement or any service has complete authority to bind you in all
fees described in the rules and regulations. We may change those fees transactions relating to the agreement or any service,(i)you are neither
by following the procedures set forth in the rules and regulations; bankrupt nor insolvent nor have you made an assignment for the benefit
provided, however,that we shall give you advance written notice of any of creditors or sought the protection of any bankruptcy, insolvency or
changed fees. We may collect any fees, taxes or expenses by debiting liquidation proceeding, nor do you have the present intention to do so,
your accounts with us, offsetting those amounts against any earnings 0)you have not commenced any dissolution proceedings and no
credits relating to any analysis of your deposit accounts, or other governmental authority having jurisdiction over you has served a notice
applicable method. We reserve the right to charge interest on any of its intent to suspend or revoke your operations,and(k)the agreement
amounts that are not paid within 30 calendar days of the due date. We does not violate any law, regulation or agreement to which you are a
will apply all debits, credits and payments first to unpaid interest and party. You also make the representations and warranties that are set
then to fees,taxes and expenses in the order in which they were due. If forth in the terms and conditions for a service each time you use that
you fail to pay any amount that you owe us under this agreement, we service. You agree to immediately notify us if any representation or
have the option of canceling or suspending the performance of any warranty you make to us is no longer true.
further services for you.
19. Liability and Indemnification.
17. Term and Termination. Unless a shorter period of notice is
provided in the terms and conditions for the relevant service or we (a) Your Duty of Care. You must exercise good faith and
mutually agree to a shorter period of notice,the agreement will continue ordinary care in performing your obligations under the agreement. In
in effect until either you or we give 90 calendar days'prior written notice addition, you must promptly examine each written or electronic
of termination to the other party. Any such termination may be for the confirmation, report, periodic statement, notice or other document
entire agreement or for a particular service. In addition, we may related to any services and notify us of any error, omission or other
terminate this agreement or any service immediately and without giving discrepancy reflected in such confirmation, report, periodic statement,
you prior written notice if (a)you materially violate this agreement, notice or document within 30 days (or such shorter period of time
(b)any representation or warranty you make to us fails to be true and specified in the terms and conditions for the relevant service) after we
correct in any material respect, (c)we believe in good faith that there send or make it available to you.
has been a material adverse change in your financial or business
condition,(d)you make a general assignment for the benefit of creditors (b) Our Duty of Care. In performing the services for you,you
or become a debtor in any bankruptcy or other insolvency or liquidation agree that we are not acting as a fiduciary for you or for your benefit and
proceeding, (e)we determine that changes in applicable laws, that our responsibility is limited to acting in good faith and exercising
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ordinary care. In that regard, the services have several unique beginning on the day such failure occurred until we have paid you the
characteristics that relate to our duty of care. For example, most of the full amount of our liability. If we reimburse you for any losses or
services involve large volumes of items or transactions that are processed damages, you agree to transfer all of your rights relating to the
in a highly automated environment. The procedures set forth in the terms transactions in question to us and to assist us in any efforts or legal
and conditions and/or the reference materials for each service have been actions that we may take to recover those amounts from any third party.
designed in light of those characteristics to maximize your ability to use
that service in an efficient manner while minimizing your cost and (e) Disclaimer of Warranties. To the maximum extent
inconvenience. You agree that the procedures for each service are permitted by law,we disclaim all representations and warranties of
commercially reasonable and that we will be deemed to have exercised any kind,whether express,implied or statutory,with respect to the
ordinary care if we substantially comply with the procedures. You also services,the software materials,the online services,and any
agree that we will not be deemed to have failed to exercise ordinary care equipment or software that you use in connection with the services,
with respect to any error, delay or failure to perform that is caused by including the implied warranties of merchantability,fitness for a
(i)fire, natural disaster,strike,civil unrest,terrorism,failure of computer or particular purpose,title and non-infringement.
communications facilities, (ii)the acts or omissions of any third party
(including any Federal Reserve Bank, clearing house or funds transfer (1) Your Indemnification Obligations. Unless finally
system) or (iii)any circumstance beyond our reasonable control or for determined by a court or arbitrator having proper jurisdiction to have
which we do not have responsibility under the agreement. been caused exclusively by our gross negligence or intentional
misconduct, you agree to defend, indemnify, protect and hold us, our
(c) Conditions on Our Liability. We will have no liability to affiliates and our respective officers, directors, employees, attorneys,
you unless we fail to satisfy our duty of care as described above. If we agents and representatives harmless from and against any and all
fail to satisfy our duty of care, you agree to the maximum extent liabilities, claims, damages, losses, demands, fines (including those
permitted by law that we will have no liability for any losses or damages imposed by any Federal Reserve Bank,clearing house or funds transfer
resulting from that failure unless(i)you have complied with the terms of system), judgments, disputes, costs, charges and expenses (including
the agreement and satisfied your duty of care as described above litigation expenses, other costs of investigation or defense and
(including your duty to discover and report any error, omission or other reasonable attorneys'fees)which relate in any way to the services, the
discrepancy reflected in any confirmation, report, periodic statement, software materials or the agreement(including those caused by:(i)your
notice or document to us within the applicable period), (ii)you take all failure to comply with any of the provisions of the agreement, (ii)the
reasonable actions to limit your losses or damage, (iii)promptly give us failure of any of the representations or warranties that you make to us to
written proof of your losses or damages and cooperate with us in be true and correct in all respects at any time or(iii)any instructions you
investigating the error,omission or other discrepancy and your losses or give us). This obligation to indemnify, defend and hold harmless is
damages, and (iv)you bring any claim, action or proceeding against us limited to the extent provided under Section 768.28,Florida Statutes.
with respect to any error, omission or discrepancy within one year after
it occurred or within one year after you reasonably should have learned 20. Mediation. In the event of any claim, counterclaim,
of its occurrence,whichever is later(in that regard,if the error,omission dispute, or other matter arising out of, relating to or pertaining to
or discrepancy is a repetitive one, all such errors, omissions or this agreement, or the breach of it, or the services rendered in
discrepancies will be deemed to have occurred on the date of the first connection with it, or the standard of performance required in it,
such error,omission or discrepancy). either party may elect to submit the dispute to non-binding
mediation; provided, however, that in the event of any dispute
(d) Limits on Our Liability. If we fail to satisfy our duty of between the parties, the parties agree to first negotiate with each
care and you have satisfied the conditions to our liability, both as other for a resolution of the matter or matters in dispute and a
described above, then you agree to the maximum extent permitted by party may only elect to submit the dispute to mediation upon
law that our liability to you will be limited to your monetary losses or failure of such negotiations to resolve the dispute. Mediation shall
damages that are a direct result of that failure, up to the lesser of(i)the be conducted at the nearest office of the mediation organization
amount of the transaction to which the error, omission or other mutually agreed upon by both parties, and mediation shall be
discrepancy relates or(ii)the amount of the fees that you have paid us conducted by a neutral mediator, mutually acceptable to both
for the service in question for the six months preceding the month in parties,who is an attorney engaged in the practice of banking law
which the failure occurred. You also agree to the maximum extent for ten years or more. Each party shall bear its own attorney's fees
permitted by law that we will never be liable to you for any indirect, and costs related to such mediation. If mediation is unsuccessful,
consequential, special, punitive or exemplary losses or damages any such matter may be determined by litigation in a court of
(including, without limitation, lost profits, loss of data, business competent jurisdiction in Broward County, Florida, or the Federal
interruption or delay,time, savings, property or goodwill),without regard District Court of the Southern District of Florida and appropriate
to the form of your claim or action or whether your claim is in contract, appellate courts for such venue and jurisdiction.
tort or otherwise, and even if we knew such losses or damages were
possible or likely. To the extent we are required by applicable law to 21. Jury Trial Waiver. You and we both knowingly,
pay you interest on any amount for which we are liable under this voluntarily, intentionally and irrevocably waive any right to a trial
section,that interest will be determined by using the"federal funds rate" by jury with respect to any litigation based on, arising out of or
we paid at the close of business on each day during the period relating to the agreement, the services, or any other document,
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instrument, transaction, course of conduct, course of dealing, limitation". Whenever the term "days" is used in the agreement, it is a
statements(whether verbal or written)or your or our actions. This reference to calendar days unless that reference specifies it is business
provision is a material inducement for us to enter into the days or banking days.
agreement. You also acknowledge that none of our
representatives or agents has represented that we would not seek (g) Assignment. You may not assign the agreement or any
to enforce this jury trial waiver in the event of any litigation. of your rights or duties under it to any third party without our prior written
consent. We may assign the agreement to any of our affiliates or
22. Miscellaneous. successors or to any other person or entity in connection with a sale of
assets without obtaining your consent. In addition,we may delegate our
(a) Notices. Any notices under the agreement may be given duties under the agreement to third party vendors without giving you
by mail, personal delivery, fax, e-mail or other electronic means. We notice of,or obtaining your consent to,such delegation.
may use any address(including e-mail or other electronic addresses)for
you shown in our records that we believe in good faith is valid. Any (h) Applicable Law and Jurisdiction. The agreement is
notice we send you will be effective when sent or we otherwise make governed by and should be interpreted in accordance with the
the notice available to you through an online service. You must send applicable federal laws and the internal laws of the state of Florida.
any notices to us to your treasury management services sales officer. Venue of any action to enforce the agreement shall be in Broward
Any notice you send us is effective when we actually receive it. County, Florida. No venue or governing law provision in the Rules and
Regulations that is inconsistent with this subsection(h)shall apply.
(b) Severability. Any provision of the agreement that is
invalid or unenforceable in any jurisdiction will, as to such jurisdiction (i) Attorneys Fees. Each party shall bear its own attorney's
and to the extent of such invalidity or unenforceability, be deemed fees and costs in any proceeding arising out of or relating to the
replaced with a valid and enforceable provision as similar as possible to agreement.
the one replaced and all of the remaining provisions of the agreement
will remain in full force and effect. 0) Telephonic Communications. You consent to the
recording of telephone conversations of your authorized signers in
(c) Binding Agreement/Benefit. The agreement binds and connection with the agreement and assume responsibility for obtaining
benefits both you and us and our respective legal representatives, the consent of, and giving notice to, such authorized signers. The
successors and assigns. The agreement is not for the benefit of any decision to record any telephone conversation is solely at our discretion
third party, and no third party has any right against either you or us and we will not have any liability for failing to do so in any particular
under the agreement. circumstance.
(d) Confidentiality of the Agreement. You acknowledge that (k) Remedies. The rights, powers, remedies and privileges
the agreement contains valuable, confidential, trade secret information provided for you in the agreement are your sole and exclusive rights,
that belongs to us. You will not disclose or otherwise make that powers, remedies and privileges with respect to the services and any
information available to any person other than your employees or failure by us to perform the services in accordance with the terms of the
agents that need it in order for you to use the services and, as to agreement. The rights,powers,remedies and privileges provided for us
agents, have agreed in writing to comply with the restrictions on use in in the agreement are in addition to any rights, powers, remedies and
the agreement.You will instruct those employees or agents to keep the privileges with respect to the services or any failure by you to comply
agreement confidential by using the same care and discretion that you with the terms of the agreement that we have under applicable law or
use with respect to your own confidential property and trade secrets. otherwise, and we may exercise any or all of those rights, powers,
Your obligations of confidentiality regarding the agreement will continue remedies and privileges in any order.
after termination of the agreement and your use of the services for so
long as that information remains a trade secret or is otherwise subject to (1) No Waiver of Rights. A failure or delay by us in
the protection of applicable law. exercising any right, power or privilege in respect of the agreement will
not be presumed to operate as a waiver of that or any other right,power
(e) Entire Agreement. The agreement is the complete and or privilege,and a single or partial exercise by us of any right, power or
exclusive statement of the agreement between you and us with respect privilege will not be presumed to preclude any subsequent or further
to the services. The agreement completely replaces any other ones you exercise by us of that or any other right,power or privilege.
have given us in the past with respect to the services, except that any
instructions you have given us under any such past agreements (m) No Strict Construction. In the event an ambiguity or
continue to be effective until replaced or deleted in accordance with the question of intent or interpretation of the agreement arises,the agreement
agreement(including, without limitation, through a service profile or an should be construed as if you and we both drafted the agreement,and no
implementation/setup form). presumption or burden of proof favoring or disfavoring any party by virtue
of the authorship of any provisions of the agreement will apply.
(f) Headings and Certain References. The headings used in
the agreement are for reference purposes only and should not be (n) Financial Accommodation. You acknowledge that the
considered when interpreting the agreement. Whenever the term agreement is an agreement to provide a "financial accommodation" as
"including" is used in the agreement, it means "including, without that term is defined in the federal bankruptcy laws and,as a result,that
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neither you nor any bankruptcy trustee(including you when acting as a deemed to be a collective reference to you and each other person or
debtor-in-possession) have the ability to assume or reject the entity whose accounts are included in our implementation of your setup
agreement as an executory contract. for the services, (c) all of the provisions set forth in the agreement will
apply to the accounts as if you owned them, (d)you are deemed to be
(o) Financial Statements. You agree to provide us with using a service with respect to any of the accounts included in our
financial statements and other financial information that we may implementation of your setup for that service, (e)each person who is
reasonably request from time to time. authorized to act on your behalf with respect to a service is also
authorized to act on your behalf to the same extent with respect to the
(p) Our Records. You agree that our records regarding the accounts of each other person or entity whose accounts are included in
features and accounts that you have asked us to include in our our implementation of your setup for that service, and (f)you and each
implementation of your setup for any service (including the other person or entity whose accounts are included in our
implementation/setup forms for that service)will be deemed correct and implementation of your setup for the services are jointly and severally
will control in the event of any dispute regarding your setup for that liable for all indemnification, confidentiality and other obligations to us
service. This provision applies even if we have not given you a copy of under the agreement. We may require written confirmation from the
those records or you have not signed any documents included in those other person or entity that it has authorized you to include its accounts
records. in our implementation of your setup for the services and you agree to
(q) Authority for Other Entities. If you ask us to include notify us immediately if that authority is revoked or changed. For
accounts that belong to another person or entity in our implementation purposes of this provision, if an account that belongs to another person
of your setup for the services, then (a)you represent and warrant to us or entity is included in our implementation of your setup of a service,you
that the other person or entity has given you authority to access its will be deemed to have asked us to include that account in our
implementation of your setup of that service even though an exhibit,
accounts through use of any service to the same extent as if you owned service profile, or other form or document(whether now or hereafter in
them, (b)each reference to you or your" in the agreement will be effect)reflects that other person or entity as the client or customer.
Account Reconciliation Service
1. Description of the ARP Service. The SunTrust Account in connection with the ARP service will be transmitted electronically in
Reconciliation or"ARP"service allows you to facilitate the reconciliation the format we specify. Check, deposit and other information you send
of your accounts by exchanging information with us regarding checks us must be received by us no later than the cutoff time for such
that you have issued against your accounts and/or checks deposited information reflected in the ARP reference materials. You may select a
into your accounts. Details regarding the functionality of the ARP daily, monthly, weekly or bi-weekly statement cycle for each account
service and certain formatting and other technical requirements that you included in your setup for the ARP service. If you fail to designate a
must follow when using the ARP service are provided in the ARP statement cutoff on our ARP calendar, the statement cycle will be
reference materials as we update them from time to time. monthly with a cutoff at the end of the calendar month.
2. 0wration of the Service. You must tell us(in a form that 3. Suspension of Service. You agree that you will be in
is acceptable to us)which ARP service you desire for each account that material breach of these ARP terms and conditions if you repeatedly fail
is included in your setup for the ARP service. Except as otherwise to meet any of the deadlines described above. In addition to any other
provided in these ARP terms and conditions or the ARP reference rights we may have under the agreement or applicable law, we may
materials,all check,deposit or other information exchanged between us immediately suspend your use of the ARP service.
Accounts Receivable Conversion Service
1. Description of the Accounts Receivable Conversion Service. Details regarding the ARC service functionality and certain other
Accounts Receivable Conversion or "ARC" is a standard National technical requirements that you must follow when using the ARC service
Automated Clearing House Association or "NACHA" entry class that are provided in our SLB service reference materials and our ACH
provides clients using our Scannable Lockbox, or "SLB," and ACH origination service reference materials, as we update either of them
origination services the ability to convert eligible checks deposited from time to time.
through their lockbox service into automated clearing house entries.
The ARC service allows eligible checks received via the U.S. mail (or 2. Function of ARC Service. We will allow you to use the ARC
equivalent service, such as an overnight delivery service) for the service only once you have been set up for our SLB service and have
payment of goods and services to be converted to single-entry debits been qualified and set up for our ACH origination service. You may use
using the ARC entry class code. We will act as your agent or for the ARC service with respect to the account(s)and lockbox(es)that are
purposes of the NACHA rules as your service provider to evaluate identified on your ARC service profiles,as they are in effect the relevant
lockbox items for conversion to ARC entries or to process the item time, if those account(s) are designated account(s) for the ACH
through lockbox check processing. Each lockbox item selected for origination service and we have agreed to include those account(s)and
conversion will be the source document for the related ARC entry. lockbox(es) in your set up for the ARC service. In that regard, if a
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service profile for SLB service includes information indicating your
election to use ARC service, that service profile constitutes an ARC 5. ARC Return Items. Any ARC entry returned for insufficient
service profile as well. We will act as the originating depository financial funds will automatically be represented one additional time. Any ARC
institution or"ODFI"with respect to the ARC entries created as part of entry returned for any other reason will be prepared as a source
this service. You will be the"originator"for each of those ARC entries. document or its equivalent and processed as an item through lockbox
By confirming an ARC service profile, you agree to be bound by and check processing. If the item is returned,then the item will be sent back
comply with the NACHA Operating Rules and Operating Guidelines. to the client in their daily remittance package and their account will be
debited for the funds.
3. Our Obligations. We, acting as your agent,will originate ARC
entries, and the amount, the routing number, the account number, and 6. Data Transmission. All required data transmissions between
the check serial number for each such ARC entry will be in accordance you and us will utilize the appropriate online service made available by
with the source document. We will retain a reproducible, legible image us.
of the front and back each source document for two years from the
Settlement Date of the ARC entry and we will provide commercially 7. Termination. The ARC service may be terminated by prior
reasonable secure storage of the source document image and all written notice by either you or us or by termination of the SLB service or
related banking information. The original source document will be the ACH origination service.
destroyed by us after it has been converted to an ARC entry. The
source document (or any equivalent document) for the ARC entry will 8. ACH Origination Service and Scannable Lockbox Service.
not be presented by us for payment unless the ARC entry is returned by These ARC service terms and conditions are expressly made a part of
the receiving depository financial institution or"RDFI". We will provide the terms and conditions of the ACH origination service terms and
any necessary file totals to authorize release of your ARC entries in lieu conditions and SLB service terms and conditions. Terms defined in the
of PAL Totals as described in the ACH origination service terms and terms and conditions for the ACH origination service have the same
conditions. meanings when used in these ARC service terms and conditions, and
terms defined in the terms and conditions for the SLB service have the
4. Your Representations and Warranties. You will provide a clear same meanings when used in these ARC service terms and conditions.
and conspicuous notice to the receiver of ARC entries, prior to the If there is any inconsistency on a particular issue between these ARC
receipt of each source document that will be used as the basis for the service terms and conditions and the terms and conditions of the ACH
origination of an ARC entry, that receipt of the receiver's check will be origination service or the SLB service, these ARC service terms and
deemed to be the receiver's authorization for a debit entry to the conditions will control.
receiver's account in accordance with the terms of the source
document. The notice you provide will incorporate the Federal Reserve
System Regulation E safe harbor language or substantially similar
language such as:
"When you provide a check as payment, you authorize us either to use
information from your check to make a one-time electronic fund transfer
from your account or to process the payment as a check transaction."
You acknowledge that utilization of the ARC service will result in
different obligations and liabilities for you with regard to electronic funds
transfer legal and regulatory environment as compared to the legal and
regulatory environment for accounts receivable paid by check.
ACH Fraud Control Service
1. Description of the AFC Service. The SunTrust ACH Fraud (a) Full Debit/Credit Block Option. If you would like to block
Control or "AFC" service allows you to block the posting of incoming the posting of all incoming ACH debit and/or credit entries to an account
automated clearing house, or"ACH,"debit and/or credit entries against (without use of the OAC service option described below), you must
your accounts. It also allows you to create exceptions to a block that select the full debit/credit block option for that account. In that regard,
will allow selected incoming entries to post. you have three options for each account: (i)blocking only incoming
ACH debit entries; (ii)blocking only incoming ACH credit entries; or
2. Selection of AFC Service Options. For each account included (iii)blocking both incoming ACH debit and credit entries. You must
in your AFC service setup you may select various service options. Your make a separate election for each account that is included in your setup
selection(s)for each account are reflected in your AFC service profiles for this service with a full debit/credit block option.
as they are in effect at the relevant time. The options that you may
select are as follows: (b) Standing Order Option. If you would like to generally
block all incomingACH debit entries from posting to an account, but
Po 9
would like to set up one or more authorizations to allow certain incoming
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TERMS AND CONDITIONS
ACH debit entries to post to that account on a repetitive or "standing" authorizations and determine if posting that entry is within the number of
basis, then you may select standing order option for that account and times an entry is permitted to post to your account under the applicable
provide us the required information for the standing entries. authorization.
(c) Single Entry Option. If you would like to generally block (ii) The users you have authorized to use the OAC
all incoming ACH debit entries from posting to an account, but would service option for the account to which a rejected entry was to post will,
like to set up one or more authorizations to allow particular ACH debit through the OAC service option, be able to view certain details for that
entries to post to that account on a one-time or"single entry"basis,then rejected entry and either authorize that rejected entry to post to that
you may select the single entry option for that account and provide us account or return that rejected entry to the originator. A rejected entry
the required information for the single entry entries. Once we have will remain in the list of rejected entries available in the OAC service
posted an entry to which a single entry authorization applies, that option for authorized users to review and make a decision to post to
authorization expires and we will block any future instance of that entry your account or return that rejected entry,until the earlier of the decision
unless you establish an authorization to allow that future instance. deadline set forth in the OAC service option reference materials(as we
may update them from time to time) or if a decision on that rejected
(d) Online ACH Control Service Option. If you would like to entry has been submitted(or an authorization for that rejected entry has
generally I e e a bock all incoming ACH debit entries and/or credit entries from
g y g been created), the start of our processing for the next ACH processing
posting to an account,but would like to be able to have online access so
P 9 P 9
window following the submission of that decision or creation of that
that you can perform certain functions, including without limitation, (i) authorization. You can also elect to have us send to one or more users
setting up one or more authorizations to allow particular ACH debit you set up in the OAC service an email to alert those users when an
entries and credit entries to post to that account (either on a standing ACH entry received for posting to an account has been rejected
basis or single entry basis) and change or delete any authorizations Whether or not we fail to send you or you otherwise do not receive an
included in the setup of your AFC service,and (ii) reviewing each ACH email notice of a rejected entry, you are responsible for accessing the
entry received for posting to your account that has been initially blocked OAC service to review the list of rejected entries in the OAC service
from posting and making a decision to authorize that entry to post to option.
your account or to return that entry, then you may elect to use our
Online ACH Control, or "OAC" service, for AFC service, the "OAC (iii)To allow a rejected entry to post to your account,
service option,"for that account. You may not select the OAC service one of your users(more than one may be required if you are using the
option for an account if you currently have in place the full debit/credit dual verification feature) authorized to use the OAC service option for
block option described above for that account. that account to which the rejected entry was to post must either submit
3. OAC Service ODtion Functionality. through the OAC service option your decision to accept that rejected
entry and allow it to post or you must set up an authorization for that
(a) Accepting or Declining a Rejected Entry. entry by the decision deadline. We will return that rejected entry to the
originator, if the election to refuse that entry is made through the OAC
(i) If an ACH entry is received for posting to an service option by your authorized user(s) or you do not take the
account that you have included in your setup of the OAC service option, necessary action to authorize the rejected entry to post to your account
as reflected in your AFC service profiles as they are in effect at the by the payment decision deadline. You are responsible for having up-
to-date and accurate authorizations in effect for all ACH entries you wish
relevant time, and that entry is the type of entry, either debit or credit, to have post to the accounts you have setup in the OAC service option,
that you have elected to block for that account, as reflected in our in case the OAC system is unavailable and we are unable to provide
records at the relevant time, and is not allowed to post under an notice of a rejected entry or accommodate the submission of decisions
authorization you have in effect for that account at that time (whether in writing and process those decisions by the decision deadline.
the authorization was set up "manually" by confirming a service profile
for the standing order or single entry option or was set up on line (b) Entry Authorizations. The users you have
through the OAC service option), that entry will initially reject, each a authorized for an account included in your setup of the OAC service
"rejected entry." Each rejected entry will be suspended for a period of option may use the OAC service option to create authorizations that
time for you to have an opportunity to review and make a decision to allow ACH debit or credit entries to post to that account and modify or
return that rejected entry to the originator or to allow that rejected entry delete any authorizations included in your setup for the AFC service for
to post to your account. Any ACH entry received for posting to an that account(more than one may be required if you are using the dual
account included in your setup of the OAC service option that is allowed verification feature). You may set up an authorization through the OAC
under an authorization you have set up and that is in effect for that service option as a single entry authorization or a standing order
account (or is of a type of entry, debit or credit, that you have not authorization by designating the number of times an ACH entry is
elected to block)will post to your account in accordance with our normal permitted to post to your account under that authorization. If you do not
processing procedures. In determining whether an ACH entry is designate for an authorization the number of instances an ACH entry is
allowed under an authorization that is in effect, (as we do for an permitted to post to your account under that authorization, you are
authorization set up under a standing order option or single entry option) authorizing an unlimited number of ACH entries permitted under that
we will match the company id and dollar amount of that entry against the authorization to post to your account. Unless you otherwise specify in
company ids and dollar amounts set up in, and authorized by, your the setup of an authorization in the OAC service option, each
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authorization will be set up in the OAC service option with an to send to any one of those designated users or any one of those
immediately effective beginning date. If you are using the OAC service designated users does not otherwise receive one or more alerts.
option for an account,and we elect,in our discretion,to allow you to set
up manually an authorization through the standing order or single entry (e) Designation of Security Administratorfsl. In order to
option, those manually created authorizations will also be included in use the OAC service option (unless you are currently using the OAC
your setup of the OAC service option. Each authorization manually service for ACH origination service), you must initially designate one
created under a standing order or single entry option you have in effect person as one of your security administrators for the OAC service. That
for an account at the time you elect to use the OAC service option for initial security administrator will be identified on your service profiles for
that account will also be included in your setup of the OAC service the OAC service as in effect at the relevant time. That initial security
option. Each authorization manually created under the standing order administrator and each other user who has been granted user
option will be included in your setup of the OAC service option with an administration rights in the OAC service will be an "OAC security
unlimited number of instances, with an immediately effective beginning administrator" of yours for the OAC service. Each OAC security
date and without an expiration date. Each authorization manually administrator will have all of the rights and responsibilities described in
created under the single entry option will be included in your setup of any terms and conditions for the OAC service, the reference materials
the OAC service option with an immediately effective beginning date for the OAC service, or the general terms and conditions. Each OAC
and without an expiration date. security administrator included in your setup of the OAC service may be
able to administer the rights and permissions of any user included in
(c) Dual Verification. If you use the dual verification your setup of the OAC service, including themselves, and grant any of
feature of the OAC service option, you can require that a separate user those users, including themselves, access to any functionality available
authorized for an account included in your setup of the OAC service to you in the OAC service. It is important for you to note that if you also
option and with sufficient approval authority (as described in the use the OAC service for your setup of the ACH origination service, any
reference materials)approve any authorization maintenance request to OAC security administrator will be an OAC security administrator for the
create, modify or delete an authorization for that account before that OAC service option for the ACH origination service as well and can
authorization maintenance request takes effect and approve any entitle users for both the OAC service option for the AFC service and
decision to accept or reject a rejected entry for that account before that the OAC service option for the ACH origination service. Any OAC
decision is submitted. One user authorized for that account and with security administrator may terminate administration entitlements of any
sufficient initiation authority must enter the authorization maintenance other OAC security administrator directly through the OAC service,
request or the decision and another user authorized for that account and including your initial OAC security administrator you designated on your
with sufficient approval authority must approve the authorization service profiles for the OAC service. We will provide the initial
maintenance request or decision. The default setup is to require dual authorization codes for use by your initial OAC security administrator
verification for any authorization maintenance request or decision for a identified in your service profiles for the OAC service as they are in
rejected entry. One user is able to submit an authorization maintenance effect at the relevant time. We will deliver these authorization codes
request or a decision to allow a rejected entry to post to your account or directly to that initial OAC security administrator.
be returned, if you have elected not to use the dual verification
procedures at all or if you have entitled that user so the dual verification (f) Authorization Codes and Security Procedures. The
procedures are not required for that user for decisions or authorization security procedures for the OAC service include the requirement that
maintenance requests under a certain dollar threshold. We recommend each of your users is required to enter that user's authorization codes to
that you use dual verification at all times, and you are responsible for log on to the OAC service. We may require that a user provide
any ACH entry paid or returned in accordance with any decision or additional information or use other additional security procedures to
authorization maintenance request submitted without use of dual authenticate that user. Your users should not give their authorization
verification. codes to any other person or use them anywhere other than within the
OAC service. The user's initial authorization codes to access the OAC
(d) Alerts. You may elect to have us send to certain service will be supplied by an OAC security administrator as described
users included in your setup of the OAC service one or more of the in the general terms and conditions. You are solely responsible for
types of alerts available in the OAC service option, including alerts to developing appropriate checks and balances to effectively control and
notify you when an ACH entry received for posting to an account monitor the use of OAC service by all users, including but not limited to,
included in your setup of the OAC service option was rejected, to notify each of your OAC security administrators. You agree that these
you when an ACH entry posted to an account included in your setup of security procedures are commercially reasonable.
the OAC service option because it matched an authorization, to notify
you when a decision for a rejected entry or a maintenance request to set 4. SunTrust Entries. If you use the AFC service with respect to
up, modify or delete an authorization needs to be approved, and to an account that you use to settle incoming ACH debit entries for certain
notify you once a decision has been made or modified or an transactions with us, then you will need to authorize those entries on a
authorization set up, modified or deleted. Your security administrator standing order basis in one or more AFC service profiles. Transactions
will designate which users included in your setup for the OAC service subject to this requirement may include cash concentration debits,
are to be sent an alert and which alerts each user is to be sent. Alerts automated loan and lease payments, check order payments and
will be sent to each user at the email address designated in the OAC merchant card settlements. If you fail to authorize entries for these
setup for that user. You agree that we will not have any liability if we fail
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i _,,{�, TREASURY MANAGEMENT
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transactions on a standing order basis, then those entries will be profile that deletes the last authorization set up under a standing order
blocked and you may incur additional fees,interest and charges. option for an account(and there is not otherwise an authorization setup
under a single entry option in effect for that account),we will remove the
5. Duration and Chan in of n .a g p Optio s Once we have included debit block from the account and allow all incoming ACH debit and
the information from the selections you have made for the AFC service credit entries to post to that account. If you want to prevent incoming
(as reflected in your service profiles in effect at the relevant time or in ACH debit and/or credit entries from posting to that account, you will
our records of our implementation of your AFC service) in our need to confirm an AFC service profile that adds a full debit/credit block
implementation of your setup for the AFC service, we will process option or the OAC service option for that account. Conversely, if you
incoming ACH debit and/or credit entries in accordance with those are not using the OAC service option for the AFC service and you
selections and any authorizations set up in and instructions given confirm an AFC service profile that deletes the last authorization set up
through the OAC service option, until(a)your use of the AFC service or under a single entry option for an account(and there is not otherwise an
the agreement is terminated or(b)you confirm an AFC service profile or authorization set up under standing order option in effect for the that
provide other instructions that add to, delete or modify your previous account), we will convert your single entry option into a full debit/credit
selections and we have had a reasonable period to act on them before block option for that account, blocking ACH debits from posting to that
we receive the relevant entries. In that regard, if you are using the OAC account. If you want to permit incoming ACH debits to post to that
service option for an account and delete all authorizations set up for that account,you will need to confirm an AFC service profile that deletes the
account, we will continue to block all incoming ACH debit and/or credit full debit/credit block option for that account or adds an authorization
entries from posting to your account. Conversely, if you provide an under a standing order or single entry option to your AFC service setup
instruction to delete an account from your OAC service setup, we will (or adds the OAC service option and establish authorizations through it).
remove the account from the AFC service and allow all incoming ACH
debit and credit entries to post to that account. Additionally, if you are
not using the OAC service option and you confirm an AFC service
ACH Origination Service
1. Description of the ACH Origination Service. The SunTrust authorization Line, or"PAL"system, if you have elected to use our PAL
Automated Clearing House Origination or"ACH" service allows you to system.
initiate debit and credit entries through the automated clearing house,
which is a funds transfer system for sending and settling for electronic (c) "Batch" means entries that have been grouped together
entries among participating financial institutions. Details regarding and that have the same effective entry date and entry class code and
ACH's functionality and certain formatting and other technical that settle to the same designated account.
requirements that you must follow when using the ACH origination
service are provided in the ACH origination reference materials as we (d) "Business day"means Monday through Friday,excluding
update them from time to time. banking holidays.
2. Functioning of the ACH Origination Service. Under the ACH (e) "Cut-off deadline' means the time on a business day by
origination service, we act as the originating depository financial which we must receive an entry for processing on that business day as
institution or"ODFI"with respect to entries that you send us or that are we update it from time to time.
sent to us on your behalf. You will be the"originator"for each of those
entries. By confirming an ACH origination service profile, you agree to lfl "Designated account" means the account(s) to be used
comply with and be bound by the rules(as defined below). as a settlement source of debits or credits for entries that you have
designated in your ACH origination service profiles as they are in effect
3. Definitions. Unless otherwise defined in the general terms at the relevant time.
and conditions or these ACH origination terms and conditions, terms (g) "Effective entry date" means the date specified in an
that are defined in the rules have the meanings given to those terms in entry on which you instruct that the payment for that entry is to be made.
the rules. The following terms have the specified meanings for purpose
of these ACH origination terms and conditions: (h) "En___ytr "means a request for a credit to or a debit from a
(a) "ACH operator"means a Federal Reserve Bank or other receiver's deposit account as further defined in the rules and includes all
entity that provides clearing,delivery and settlement services for entries, data we receive from you regarding an entry.
as further defined in the rules. (i) "Entry class codes"means the codes that distinguish the
(b) "Authorized representative"means each person identified various types of entries,as further defined in the rules.
in your ACH origination service profiles as they are in effect at the U) "File" means a group of entries associated with a given
relevant time, who is authorized (unless otherwise indicated in your transmittal register and related control totals, as further defined in the
service profiles) to give us instructions and to verify the total dollar roles.
amount of entries in a file by submitting control totals(as defined below)
in writing, by a method acceptable to us, or through our phone
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(k) "Final settlement" means the day an entry is posted to your ODFI with respect to entries you send us as a third-party sender.
the account of the RDFI the ACH operator. As a result, we must obtain additional agreements and representations
from you with respect to those entries. If you send us any entries as a
(1) "Instruction" means a direction relating to an entry that third-party sender, you automatically make the additional agreements
we receive from an authorized representative, including canceling an and representations to us that are contemplated by the rules.
entry.
6. Our Processing of Entries. Except as provided later in this
(m) "NACHA"means the National Automated Clearing House section with respect to on-us entries, we will process entries and
Association. instructions that we receive from you and then transmit those entries as
the ODFI to an ACH operator. We will transmit the entries to the ACH
(n) "On-us en " means an entry that credits or debits an operator by its deposit deadline prior to the effective entry date shown in
account maintained with us. the entries so long as the ACH operator is open for business on that day
(o) "Receiver" means the person or entity that has
and we receive the entries prior to (a)our cut-off deadline and (b)the
number of days required in the ACH origination reference materials to
authorized you to initiate a debit or credit entry to the account of that meet the effective entry date shown in the entries. For entries that we
person or entity maintained at the RDFI as further defined in the rules. receive after those times, we will use reasonable efforts to transmit the
(p) "RDFI" means the receiving depository financial entries by the ACH operator's next deposit deadline on a business day
institution as further defined in the rules. on which the ACH operator is open for business. If we receive an on-us
entry from you,we will credit or debit the receiver's account for the entry
(q) "Rules" means the Operating Rules and Operating amount on the effective entry date so long as we receive the entry prior
Guidelines adopted by NACHA,as in effect at the relevant time. to (a)our cut-off deadline and (b)the number of days required in the
ACH origination reference materials to meet the effective entry date
(r) "Third-party sender" means a person that is not an shown in the entry.For an on-us entry that we receive after those times,
originator that has authorized an ODFI(or another third-party sender)to we will use reasonable efforts to credit or debit the receiver's account on
transmit,for the account of the third-party sender(or another third-party the business day following such effective entry date. If the effective
sender),(i)a credit entry to the account of a receiver with an RDFI(or,if entry date shown in an entry that we receive from you is not a business
the receiver is also the RDFI, to such receiver) in order to effect a day,we will process that entry as if the effective entry date for that entry
payment from the originator to the receiver, or (ii)a debit entry to the was the next business day following the requested effective entry date.
receiver's transaction account or general ledger account with an RDFI
(or, if the receiver is also the RDFI,to such receiver)in order to effect a �• Exposure Limits. We reserve the right to establish and
payment from the receiver to the originator. change(immediately and without giving you prior notice)aggregate and
individual dollar limits or"exposure limits"for your entries and files. We
4. Transmitting Entries to Us. You may transmit entries and may refuse to process entries or files that exceed these exposure limits.
instructions to us so long as you comply with the rules, the general We will tell you what your exposure limits are at any time upon request.
terms and conditions, these ACH origination terms and conditions, the
ACH origination reference materials and the security procedures. Any 8 Suspension and Rejection of Entries. We may suspend
entry you send must be transmitted to us through the online services processing of and/or reject an entry, batch or file that (a)does not
(which, for purposes of the ACH origination service, includes our online comply with the rules, the general terms and conditions, these ACH
cash manager service)identified in your ACH origination service profiles origination terms and conditions, the ACH origination reference
as they are in effect at the relevant time and must comply with the materials or the security procedures or (b)contains an effective entry
requirements of, and be identified by, the appropriate entry class code date more than 14 calendar days after the day we receive it. We may
and comply with all NACHA record format specifications. We may at suspend processing of and/or reject an on-us entry for any reason that
any time, immediately upon notice, prohibit you from originating certain would allow that entry to be returned under the rules. We may also
types of entries using the ACH origination service. Certain of our online suspend processing of and/or reject an entry, batch or file if you fail to
services may not be used to originate IAT entries or recurring TEL comply with any of your obligations under these ACH origination terms
entries,as we may determine from time to time.You must retain all data and conditions, including your obligation to maintain sufficient available
on file that we would need to reprocess an entry for at least three balances in the designated acxount(s). We may suspend processing of
business days after midnight of the effective entry date of that entry and an entry, batch or file without giving you notice. If we reject a batch or
agree to give us that data immediately upon our request. If you use a an entire file of entries,we will notify you no later than the business day
third-party service provider, then each reference in these ACH on which the batch or file would have been transmitted to the ACH
origination terms and conditions to "you," includes your third-party operator for processing. If an individual entry is rejected, it will be
service provider as appropriate, provided that we may elect not to reported with your returns. If we reject an entry, batch or file, you may
accept designations of a third party processor to deliver entries on your be required to resend it.
behalf. 9. Termination or Suspension of Service. In addition to, and
5. Obligations of a Third-Party Sender. The rules contain special without in any way limiting, any other rights we have to terminate or
requirements and impose additional obligations on us when we act as suspend your use of the ACH origination service under the agreement,
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A SUST TERMS AND CONDITIONS
we may terminate or suspend your use of the ACH origination service selection of which of these OAC service option functions to use will be
immediately and without giving you prior written notice if you have reflected on your Online ACH Control for ACH Origination service
breached the rules, any entry you transmit to us or any of your acts or profiles as in effect at the relevant time. The OAC service option may
omissions might cause us to breach the rules or any representations or not be used when creating and originating ACH entries through certain
warranties we make under the rules, or we believe termination or of our online services, as we may determine from time to time. Details
suspension is necessary for us to comply with the rules. regarding the OAC service option functionality and certain requirements
that you must follow when using the OAC service option are provided in
10. Cancellation and Amendment of Entries. We have no the OAC service reference materials as we update them from time to
obligation to honor or process any request we receive from you to time.
cancel or amend an entry once we have received that entry. However,
as an accommodation to you, we will use good faith efforts to honor (b) OAC Service Option Functions.
your request to cancel (but not to amend) an entry if (a)the request
complies with the security procedures and (b)we receive your request (i) Control Totals.
at a time and in a manner that gives us a reasonable opportunity to act
on it prior to transmitting the entry to the ACH operator or,in the case of (A) Through the control totals function of the OAC
an on-us entry, prior to crediting or debiting the entry to the receiver's service option, you may submit control totals to verify the total dollar
account. We are not liable if we cannot honor your cancellation request. amount of all debit entries and, separately, all credit entries included in
You agree to reimburse us for any expenses we may incur in attempting each file you have transmitted to us for origination. You may also
to honor your cancellation request. If you request a cancellation,we will review, modify, or delete those control totals through the OAC service
use a reversing entry in an effort to honor your request except in limited option.
circumstances where we have the capability to delete the entry,batch or
file. (B) Each user you have authorized to use the
control totals function will be able to enter, review, modify, or delete
11. Name and Account Number Inconsistency. You must ensure control totals for any files submitted under any ACH origination point, or
the accuracy of your entries and instructions. If an entry describes the "application," included in your setup for ACH origination service (as
receiver inconsistently by name and account number, payment may be reflected in our records of our implementation of your setup) for which
made by the RDFI (or, for an on-us entry, by us) on the basis of the you have authorized that user for the control totals function. To enter,
account number, even if that number identifies a person other than the review, modify, or delete control totals for a file, your user must know
named receiver. You are responsible for any loss associated with such and select the correct application under which that file is submitted.
inconsistency and your obligation to pay us the amount of the entry is
not excused in such circumstances. (C) Once we have completed processing for
12. Notice of Returned Entries. We give you notice by online origination a file that contains debit entries and credit entries in dollar
amounts that match control totals you have submitted for a file for that
service, secured e-mail, facsimile or mail promptly after we receive a application, you will not be able to change or delete those control totals
returned entry from the ACH operator. We are not obligated to for that file.
retransmit any returned entry that we originally transmitted in
compliance with these ACH origination terms and conditions. If you (D) If you are using the control totals function of the
want us to retransmit a returned entry to the ACH operator, you must OAC service option,you can elect to have us send to one or more users
retransmit the entry to us. set up in the OAC service one or more file status alerts available for the
13. Notifications of Change. We will give you notice by online control total function, including alerts to notify you when we have
service, secured e-mail, facsimile or mail of all notifications of change received a file, when we have successfully processed the file for
relating to your entries within two business days after we receive them origination, and when a file has been suspended because of missing
You agree to make the required change(s) prior to submitting any control totals. Each user you designate to receive a file status alert will
further entries to the applicable receiver's account. If you fail to correct be sent that alert for any file you submit for origination. You agree,
an entry in response to a notification of change, NACHA may impose however,that we will not have any liability if we fail to send to any one of
fines against you that may be debited directly against the designated those designated users or any one of those designated users does not
account(s)without prior notice. otherwise receive one of those file status alerts.
14. Online ACH Control Service. (ii)File Inquiry.
(a) General Description. Our Online ACH Control, or (A) Through the file inquiry function of the OAC
"OAC," service for ACH origination service, the "OAC service option," service option, for any file you have submitted to us for origination and
enables you to(i)submit control totals for each file you transmit to us for that we have started to process,you will be able to review certain details
origination, (ii) view certain details for your files transmitted to us for for that file,and batches and entries included in the file. You will also be
origination and the current processing status of that file, and (iii)create able to view the current processing status of that file, including whether
calendars of dates on which you expect to transmit files to us. Your that file has been successfully processed for origination by us, is being
processed but has suspended, has been rejected, or has been deleted.
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This information for a file will only be available through the file inquiry designated windows of times you have scheduled. If you scheduled a
function of the OAC service option for the period of time specified in the date on a calendar for an application included in your setup of the
reference materials(as in effect from time to time). calendar monitoring function and a file is not transmitted to us under that
application by the start of the our ACH processing window following a
(B) Each user you have authorized to use the file window of time designated for that calendar in which you anticipated
inquiry function will be able to view all information available in the file transmitting a file to us, we will send an email to each user you
inquiry function for any files you have transmitted to us for origination designate to alert your designated users that we did not receive a file on
under any application for which you have authorized that user for the file a date and at a time you scheduled. That email alert would be sent after
inquiry function. we completed our processing for that ACH processing window.
Similarly, if a file is transmitted to us on a date which was not a date
(C) Each user you have authorized to use the file scheduled on one of your calendars for an application or in a window of
inquiry function of the OAC service option will also be able to view all time which was not one of the windows of time you designated for a
information available for any ACH entries you receive which settle to an calendar as the time you anticipated transmitting a file to us, we will
account which is included as a settlement account for any application send an email to each user you designate that a file was submitted on a
included in any function of your setup of the OAC service option and for date or at a time that was not scheduled as a date or the time you
which you have authorized that user for the file inquiry function. expected to send a file to us. That email alert would be sent after we
completed our processing for that ACH processing window. Each of the
(iii) Calendar Monitoring. email alerts available for the calendar monitoring function will be sent to
each of the users set up in the OAC service which you have designated
(A) Through the calendar monitoring function of the to receive that type of alert. You agree, however, that we will not have
OAC service option, you may create and maintain one or more any liability if we fail to send to any one of those designated users or
calendars of the dates on which you expect to transmit an ACH file to us any one of those designated users does not otherwise receive one of
for origination. You may establish up to five calendars for each those alerts.
application which you included in your setup of the calendar monitoring
function of the OAC service option (as reflected in our records of our (E) Even if a file is submitted under an application
implementation of your setup of the OAC service option). included in your setup of the calendar monitoring function of the OAC
service option on a date or during a window of time that was not
(B) To set up a new calendar for the calendar scheduled for a calendar for that application,we will continue to process
monitoring function, you must first request(in a form acceptable to us) that file in accordance with our normal procedures. If you have more
for us to set up a blank calendar for an application included in your set than one calendar setup for an application and you have scheduled on
up of the calendar monitoring function. As part of that calendar setup, more than one calendar the same date to submit a file we can not
you must provide us with the window(s) of time (between our ACH determine which file was sent for which calendar. Additionally, if you
processing windows)in which you expect to transmit your files to us and have more than one window of time scheduled for one day on a
the number of files you expect to transmit under that calendar on a day. calendar,we can not determine which file was sent for which window of
Once we have set up one or more blank calendars for an application time. Therefore,you can not tell from an email alert,or fact that you did
included in your setup of the calendar monitoring function, you can set not receive an email alert, whether we received the correct file
the dates you expect to submit a file to us on any of those calendars scheduled for that calendar or that window of time.
and view and change the dates on any of those calendars through the
calendar monitoring function. Before the end of each year, we will set (c) Setting up Alerts. Your security administrator will
up each of your calendars as a blank calendar for the applicable designate which users included in your setup of the OAC service are to
application in the following year and use the same windows of time you be sent an alert available in the OAC service and which alerts each user
designated for each calendar as the windows of time in which you is to be sent. Alerts will be sent to each user at the email address
anticipate transmitting your files to us(and the same number of files you designated in setup for that user in the OAC service option.
expect to transmit on a day under that calendar). Once a calendar has
been set up for an application for the following year,you will need to set (d) Designation of Security Administrator(s). In order to
each of the dates on which you expect to transmit a file. use the features of the OAC service option (unless you are also
currently using the OAC service for the ACH Fraud Control service),you
(C) Each user you have authorized to use the must initially designate one person as one of your security
calendar monitoring function of the OAC service option will be able to administrators for the OAC service. That initial security administrator
view and set dates for any calendar established for an application will be identified on your service profiles for the OAC service as in effect
included in your setup of calendar monitoring function for which you at the relevant time. That initial security administrator and each other
have authorized that user to use the calendar monitoring function. user who has been granted user administration rights in the OAC
service will be an "OAC security administrator" of yours for the OAC
(D) If you are using the calendar monitoring service. Each OAC security administrator will have all of the rights and
function of the OAC service option,you can elect to have us send to one responsibilities described in any terms and conditions for the OAC
or more of your users set up in the OAC service certain email alerts if service, the reference materials for the OAC service, or the general
files are not submitted to us in accordance with the dates and terms and conditions. Each OAC security administrator included in your
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4,11 F SUN TRUST TERMS AND CONDITIONS
setup of the OAC service may be able to administer the rights and your service profiles for the OAC service option, as in effect at the
permissions of any user included in your setup of the OAC service, relevant time. To submit control totals through the OAC service option
including themselves, and grant any of those users, including requires that the users you have authorized to use the control total
themselves, access to any functionality available to you in the OAC function for the applicable application must follow the security
service. It is important for you to note that if you also use the OAC procedures outlined for accessing the control totals function of the OAC
service for your setup of the ACH Fraud Control service, any OAC service option. To submit control totals through PAL requires the use of
security administrator will be an OAC security administrator for the OAC the ACH authorization code that we assign and distribute directly to your
service option for the ACH Fraud Control service as well and can entitle authorized representative. If your file is transmitted or to be converted
users for both the OAC service option for the ACH Origination service into an EDI format, your authorized representative will be required to
and the OAC service option for the ACH Fraud Control Service. Any provide control totals to our EDI department by a method that is
OAC security administrator may terminate administration entitlements of acceptable to that department. If you use a third-party processor that
any other OAC security administrator directly through the OAC service, sends your entries to us in a file that also contains entries being initiated
including your initial OAC security administrator you designated on your on behalf of other clients, then your third-party processor may give us
service profiles for the OAC service. We will provide the initial control totals on an aggregate basis for all entries contained in that file.
authorization odes for use by your initial OAC security administrator
identified in your service profiles for the OAC service as they are in (c) Online Services. For entry files or instructions
effect at the relevant time. We will deliver these authorization codes that are transmitted to us through one of our online services, you are
directly to your initial OAC security administrator. required to comply with the security procedures for that online service.
If you use a third-party processor that sends your entries to us in a file
(e) Authorization Codes and Security Procedures. The that also contains entries being initiated on behalf of other clients, then
security procedures for the OAC service include the requirement that your third-party processor will use the authorization codes that we
each user is required to enter that user's authorization codes to log on issued to it,rather than ones we issued to you.
to the OAC service. We may require that a user provide additional
information or use other additional security procedures to authenticate (d) Direct Transmissions. For entries transmitted
that user. Your users should not give their authorization codes to any directly through communications software, a logon record with a unique
other person or use them anywhere other than within the OAC service. ID and password is required. The ID and password are provided with
The user's initial authorization codes to access the OAC service will be the establishment of the direct transmission product. If you use a third-
supplied by an OAC security administrator as described in the general Party processor that sends your entries to us in a file that also contains
terms and conditions. You are solely responsible for developing entries being initiated on behalf of other clients, then your third-party
appropriate checks and balances to effectively control and monitor the processor will use the ID and password that we issued to it, rather than
use of the OAC service by all your users, including but not limited to, ones we issued to you.
each of your OAC security administrators. You agree that these
security procedures are commercially reasonable. (e) Cancellation Requests. Instructions canceling an
entry may be delivered by a facsimile or through certain online services.
15. Security Procedures. You agree to comply with the following We may verity or authenticate any instructions by calling the authorized
security procedures in using the ACH origination service and agree that representative giving us the instructions or by any other means we
these security procedures are commercially reasonable: believe to be reasonable in the circumstances, but are under no
obligation to do so. We will have no liability for acting on instructions we
(a) System Edit We will only accept entry files that believe in good faith to have been given by an authorized
pass our system edit. That system edit examines various attributes of representative.
an entry file, including the settlement account, the credit or debit nature
of the entries contained in the file and the application identification (� General. We may verify or authenticate any entry or
number contained in the file's header or trailer record. We will reject files by contacting you by telephone or by any other method we believe
any entry file that does not pass our system edit and will notify an is reasonable under the circumstances,but we are under no obligation
authorized representative of that rejection. You agree that all entry files to do so. If we are unable to verify or authenticate an entry or file,we
that pass our system edit will conclusively be deemed to have been may refuse to process such entry or file. We may change the security
authorized by you. procedures by giving you notice of the changes and any changes will
take effect immediately upon your receipt of that notice.
(b) Control Totals. Except for entry files that are
transmitted through certain online services, you are required to verify 16. Payment for Entries. You must pay us the amount of each
the total dollar amounts for all debit entries and,separately,for all credit credit entry we have originated on your behalf and we will pay you the
entries contained in each entry file by submitting to us the total dollar amount of each debit entry that we have originated on your behalf,all at
amount for each,or the"control totals." Except for files transmitted or to such times as we may determine. You must also pay us (at such time
be converted into an EDI format, you must submit the verifying control as we may determine) the amount of each debit entry we have
totals through either the control totals function of the OAC service option originated on your behalf that is returned by the RDFI. We may,without
or our phone authorization line or "PAL" system. Your election to use notice or demand, (a)debit any designated account for amounts that
the control totals function of the OAC service option will be reflected in you owe us under these ACH origination terms and conditions and
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WI _,,{�, TREASURY MANAGEMENT
W SUN 1 RUST TERMS AND CONDITIONS
(b)credit any designated account for the amount of(i)originated debit (iii) The check or draft used as the source document for
entries and (ii)returned entries previously debited from any designated the entry is eligible to serve as a source document under the rules and
account. You must at all times maintain sufficient available funds in the is not one of the following: third party checks or drafts, drafts that do
designated account(s)to cover your payment obligations to us. If your not include the signature of the receiver, checks provided by a credit
obligations to us at any time exceed the available funds in the card issuer to access a credit account, checks drawn on home equity
designated account(s), we may refuse to process entries until you lines of credit,checks drawn on an investment company, obligations of
deposit sufficient available funds and/or debit or place a hold on funds in financial institutions,such as,travelers checks or money orders,checks
any account you maintain with us. We have the right to set off against drawn on federal institutions,such as,the Treasury of the United States
any amount we owe you,in payment of your obligations to us. or Federal Reserve Bank, checks drawn of state or local government
and not payable through or at a participating depository financial
17. Representations for all Entries. You give us the following institution, and checks or drafts payable in a medium other than United
representations with respect to every entry you send us:(a)the receiver States currency;
designated in that entry authorized you to initiate the entry and to credit
or debit its account in the amount and on the effective entry date of the (iv) For source documents received via U.S. mail (or an
entry,(b)the receiver's authorization is and will remain effective until the equivalent service, such as an overnight delivery service)or at a drop
receiver's account is debited or credited, (c)the entry conforms to your box location, in advance of receiving the source document for the entry,
obligations under the general terms and conditions, these ACH you gave the receiver a notice that complies with the rules and that
origination terms and conditions, the rules and the ACH origination clearly and conspicuously stated that receipt of receiver's source
reference materials, (d)the entry complies with and does not violate document would authorize an ACH debit entry to receiver's account in
applicable laws and regulations (including those relating to sanctions accordance with the terms of such source document, and for source
programs), and (e) you have performed a reasonable examination of documents that are provided by the receiver in-person for payment of a
your receiver relationships to identify transactions with those receivers bill at a manned location,you provided a copy of such notice at the time
which must be originated using the IAT entry class code. You agree to of the transaction;
be bound by the rules and acknowledge that payment of an entry by the
RDFI to the receiver is provisional until the RDFI receives final (v) The source document for the entry has not been
settlement for such entry and that,if such settlement is not received,the altered;
RDFI will be entitled to a refund from the receiver of the amount credited
and,in such case, you will not be deemed to have paid the receiver the (vi) The source document for the entry is not subject to
amount of the entry. any defense or claim of any person;
18. Additional Representations for Specific Entry Types. The (vii) The source document for the entry is drawn on,
rules contain special requirements and impose additional obligations on payable through, or payable at the RDFI, and the amount of the entry,
us when we act as your ODFI with respect to certain entry types. As a the routing number,the account number and check serial number are in
result, we must obtain additional agreements and representations from accordance with the source document for the entry;
you with respect to those entry types. Those additional agreements and
representations are set forth for each entry type below. If you send us (viii) The source document for the entry will not be
any of the entry types described below, you automatically make the presented to the RDFI unless the entry has been returned by the RDFI;
additional agreements and representations to us that are set forth for
that entry type below.
(ix) You have not key-entered the routing number,
(a) ARC(Accounts Receivable)Entries. If you send us debit account number, or check serial number from the source document for
entries using an ARC entry class code (each an "ARC Entry"), you the entry, other than to correct errors relating to MICR misreads,
further represent and warrant to us and agree that: misencoding or processing rejects;
i The en is a single-entry debit for conversion of (x) You must retain a reproducible, legible image,
() entry 9 try
receiver's check or draft for the payment of goods or services; microfilm or copy of the front and back of the source document for two
years from the date of the settlement of the entry;
(ii) A check or draft provided by the receiver to you and
received (a) via the U.S. mail (or an equivalent service, such as an (A) You will give us a copy of the front and back of the
overnight delivery service), (b)at a drop box location,or(c)in person for source document within five business days of our request;
payment of a bill at a manned location serves as the source document
for the receiver's routing number, account number,check serial number (xii) You will establish reasonable document
and dollar amount for the entry, and contains a pre-printed serial retention/destruction policies and use commercially reasonable methods
number, does not include an Auxiliary On-Us Field in the MICR line, is to securely store all source documents until destruction, and all banking
for an amount of$25,000 or less and was completed and signed by the information relating to ARC Entries;and
receiver;
(xiii)You will comply with the rules for ARC Entries.
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(b) Back Office Conversion (BOC) Entries. If you send us (G) Checks drawn on an investment company;
debit entries using a BOC entry class code (each a"BOC Entry"), you
further represent and warrant to us and agree that: (H) Obligations of a financial institution (e.g.,
(i) The entry is sent to collect truncated checks for traveler's checks,cashier's checks,official checks,money orders,etc.);
payment of goods or services; (1) Checks drawn on the Treasury of the United
(ii) Prior to the receipt of each source document that is States,a Federal Reserve Bank,or a Federal Home Loan Bank;
used as the basis for the origination of a BOC entry,you will provide the (J) Checks drawn on a state or local government
receiver with notice that includes the following, or substantially similar, that are not payable through or at a Participating DFI;or
language:
(l) Checks or sharedrafts payable in a medium
"When you provide a check as payment, you authorize us either to use other than United States currency.
information from your check to make a one-time electronic fund transfer
from your account or to process the payment as a check transaction. (v) You will employ commercially reasonable
For inquiries,please call<retailer phone number>." procedures to verify the identity of the receiver;
Such notice will be posted in a prominent and conspicuous location and (vi) You have established and will maintain a working
a copy of such notice, or language that is substantially similar, will be telephone number for receiver inquiries regarding the transaction that is
provided to the receiver at the time of the transaction. answered during normal business hours. This telephone number will be
(iii) A check or draft provided to you by the receiver at displayed on the notice required to be given to the receiver.
the point of purchase serves as the source document for the receiver's (vii) The amount of the entry, the routing number, the
routing number, account number, check serial number and dollar account number and check serial number are in accordance with the
amount for the entry. Such source document for the BOC Entry: source document for the entry;
(A) Contains a pre-printed serial number; (viii)You used a reading device during the initial
(B) Does not contain an Auxiliary On-Us Field in processing of the BOC entry to capture(and did not key-enter)the
the MICR line; receiver's routing number,account number,and check serial number
from the receivers source document for the entry,and key-entered such
information only to correct errors relating to MICR misreads,
(C) Is in an amount of$25,000 or less;and misencoding or processing rejects.
(D) Was completed and signed by the receiver. (ix) You will not use the source document for the entry
as a check to obtain payment unless the BOC entry is returned by the
(iv) The checks or drafts used as the source document RDFI.
for a BOC Entry are not:
( (x) You will retain a reproducible, legible image,
A) Checks or sharedrafts that have not been
microfilm or copy of the front of the receiver's source document for each
encoded in magnetic ink; BOC entry for two years from the settlement date of the BOC entry.
(B) Checks or sharedrafts that contain an Auxiliary (xi) Upon our request, you will give us, within five
On-Us Field in the MICR line; banking days of such request, a copy of the front of the receiver's
source document (and such copy will indicate that it is a copy on its
(C) Checks or sharedrafts in an amount greater face).
than$25,000;
(xii) You will employ commercially reasonable methods
(D) Third-party checks or sharedrafts; to securely store:
(E) Remotely created checks, as defined by (A) All source documents until they are destroyed;
Regulation CC,and third-party drafts that do not contain the signature of and
the Receiver;
(F) Checks provided by a credit card issuer for (B) All banking information relating to BOC Entries.
purposes of accessing a credit account or checks drawn on home equity (xiii)You have and will continue to otherwise comply with
lines of credit; the rules for BOC entries.
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(c) International ACH Transaction (IAT) Entries. If you send (viii) If the entry is an outbound IAT entry and we do
us an entry that is an IAT entry,you further represent and warrant to us not have an agreement for processing IAT entries with the domestic
and agree that: RDFI that serves as the gateway operator for the entry, it may result in
either us or the gateway operator suspending the processing of and/or
(i) The entry will be identified by, and will comply with rejecting the entry(or the batch or file in which the entry is contained).
the requirements of,the IAT entry class code, including complying with
all NACHA record format specifications for the IAT entry class code. (ix) You have sole responsibility for all losses and other
risks relating to foreign exchange conversion with respect to the entry.
(ii) If you originate an entry using another entry class
code and we determine in good faith the entry should have been
originated using the IAT entry class code, in addition to any other rights (x) In addition to any other indemnity obligations you
we have, we may suspend the processing of and/or reject that entry(or have under the general terms and conditions or these ACH origination
batch or file containing that entry) and we may also suspend and/or terms and conditions, you will defend, indemnify, protect and hold us,
terminate your ACH origination service immediately without prior notice. our affiliates, and our respective officers, directors, employees,
Similarly, a gateway operator or ACH operator may suspend the attorneys, agents, and representatives harmless from and against any
processing of and/or reject an entry that it determines should have been and all liabilities, claims, damages, losses, demands, fines,judgments,
originated as an IAT entry and was not. disputes, costs, charges, and expenses which relate in any way to (i)
any IAT entry (or requests or instructions related to an IAT entry) you
(iii) You are in compliance with, and the entry complies send us that does not comply with all applicable laws and regulations,
with, all applicable United States laws and regulations, including the rules, and the payment system rules of the receiving country,or(ii)
sanctions and other programs administered by the U.S. Department of any breach of any representation, warranty, or agreement you have
Treasury's Office of Foreign Asset Control,"OFAC,"or Financial Crimes made related to an IAT entry. Without limiting the foregoing, you agree
Enforcement Network. you are liable for and will reimburse us for all amounts that may be
erroneously paid by us or any receiving bank in respect of any entry
(iv) You are in compliance with, and the entry complies erroneously credited or debited by us or any receiving bank pursuant to
with, the laws, regulations, and payment system rules of the receiving any IAT entry you originated or related instructions you gave and any
country,including any requirements to obtain the receiver's written,oral, claim paid by us (including any claim for interest) as a result of a
or electronic authorization, for the receiver's authorization to be validly declaration of a receiver or other person alleging that an IAT entry was
signed,for the receiver's authorization to be in proper form to authorize not originated in accordance with the receiver's authorization, the
the foreign RDFI to debit the receiver's account,to provide notice of the receiver's authorization was revoked, a required notification was not
entry prior to it settling in the receiver's account,to provide notice to the given in sufficient time before the entry was processed to the account of
receiver of the receiver's recourse and other provisions relevant to the the receiver,or no valid authorization ever existed between the receiver
receiver, and to obtain a separate authorization from the receiver for and you. This obligation to indemnify, defend and hold harmless is
each debit entry initiated at sporadic times,instead of set intervals. limited to the extent provided under Section 768.28,Florida Statutes.
(v) In addition to any other rights we have,if we suspect (xi) Because of the requirements for processing IAT
that the entry may not,or determine that the entry does not,comply with entries, the processing of an IAT entry may be delayed or suspended.
any applicable laws or regulations, the rules, or any other payment
An such delayor suspension may affect the settlement of and
system rules(including those laws and regulations relating to sanctions y y
availability of funds for an IAT entry. You will transmit IAT entries to us
programs), we may suspend processing of and/or reject the entry and in files comprised solely of IAT entries, rather than in a file that also
hold funds debited from or to be credited to your account for the entry. contains other entry types. If you include an IAT entry in a file that
(vi) You will maintain either the original or a copy of any contains other entry types,the processing of the entire file, not just the
authorization required from the receiver for the entry for the longest IAT entries, may be delayed or suspended, affecting settlement of and
period of time we may be required to produce that authorization under availability of funds for any entry in that file. In addition to any other
any of the rules, the laws and regulations of the U.S., and the laws, limits on our liability, we will not have any liability for any delay in or
regulations,and payment system rules of the receiving country. You will suspension of processing or rejection of an IAT entry(or file containing
make available for inspection, within a reasonable time, upon our an IAT entry), in accordance with our processing requirements for IAT
request or the request of the receiver or an authorized representative of entries or applicable law,or for the actions of any third parties(including
the receiver (including the receiving bank) the authorization required any gateway operator or ACH operator) resulting in the delay in or
from the receiver of the entry. suspension of processing or rejection of an IAT entry.
(vii) If the entry is an outbound IAT entry, you authorize (xii) A gateway operator may return the entry after the
(and authorize us to authorize) the gateway operator to transmit the period of time for the return of an IAT entry provided in the rules, and
entry to the foreign gateway operator and to arrange for the settlement you agree we may settle that return to one of your accounts.
of the entry with the foreign gateway operator, for further transmission
to, and settlement with, the foreign RDFI for credit or debit of the (xiii) Your obligations with respect to any IAT entries
amount to or from the receiver's account. under the these ACH origination terms and conditions, including any
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obligations under the payment system rules of the receiving country, (ix) You will comply with all rules and regulations under
shall continue to remain in full force and effect after the termination of the Rules for POP Entries.
your ACH origination services or your ability to generate IAT entries with
respect to any entry you originate prior to the effective date of such (e) RCK(Re-presented Check)Entries. If you send us debit
termination. entries using the RCK entry class code (each an "RCK Entry"), you
further represent and warrant to us and agree that:
(xiv) You have and will continue to comply with the rules
for IAT entries. (i) The entry is sent to collect a check or draft drawn on
a consumer account that has been returned;
(d) POP (Point-of Purchases) Entries. If you send us debit
entries using the POP entry class code (each a "POP entry"), you (ii) You have good title to and are entitled to enforce the
further represent and warrant to us and agree that: returned item to which the entry relates and can transfer good title to us;
(i) A check or draft provided by the receiver at the point (iii) All signatures on the returned item to which the
of purchase serves as the source document for receiver's routing entry relates are authentic and authorized;
number,account number,check serial number and dollar amount for the
entry, and that source document contains a preprinted serial number, (iv) The returned item to which the entry relates has not
does not contain an Auxiliary On-Us Field in the MICR line, is for an been altered and the entry is for no more than the face value of such
amount of$25,000 or less, was completed and signed by the receiver, item;
and has not previously been provided by the receiver for use in any
other POP entry; (v) The returned item to which the entry relates is not
subject to any defense or claim in recoupment of any person, including
(ii) Prior to the receipt of each source document that is any defense or claim that could be asserted against us;
used as the basis for the origination of a POP entry, you will provide the
receiver with notice that includes the following, or substantially similar, (vi) You have no knowledge of any insolvency
language: proceeding commenced with respect to the maker, acceptor or drawer
"When you provide a check as payment, you authorize us either to use of the returned item to which the entry relates;
information from your check to make a one-time electronic fund transfer (vii) The returned item to which the entry relates is
from your account or to process the payment as a check transaction." drawn on, payable through, or payable at the RDFI, and the amount of
the item, the item number, and the account number contained on such
Such notice will be posted in a prominent and conspicuous location and item have been accurately reflected in the entry;
a copy of such notice, or language that is substantially similar, will be
provided to the receiver at the time of the transaction; (viii) Neither the returned item to which the entry relates
(iii) You have voided the source document and returned
nor a copy of such item will be presented to the RDFI,unless the related it to the receiver at the point of purchase; entry has been returned by the RDFI;
(iv) The source document is an eligible item for POP
(ix) The information encoded after issue in magnetic ink entries under the rules,and you have not used a previously voided item on the returned item to which the entry relates is correct;
as the source document; (x) Any restrictive endorsement made by you or your
agent on the returned item to which the entry relates is void or
(v) You have obtained the receiver's signed, written ineffective upon initiation of the entry;
authorization for the entry;
(vi) You have not key-entered the routing number,
(xi) The item is an eligible item as defined in the rules;
account number or check serial number from the source document; (xii) You have given the receiver of the entry a notice
that clearly and conspicuously states the terms of the represented check
(vii) You will give us a copy of the receiver's written authorization for the entry within five days after we request it; entry policy in advance of receiving the item to which the entry relates;
(viii) You have given the receiver of the entry a receipt for (xiii)You will maintain a copy of the front and back of the
returned item to which the entry relates for seven years from the
that entry that contains all of the information required under the rules; settlement date of the entry;
and
(xiv)You will give us either the original returned item to
which the entry relates(if we request it within 90 days of the settlement
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, SUN TRUST KUST TERMS AND CONDITIONS
date) or a copy of the front and back of such item within five business effect a transfer of funds from a consumer account of the receiver, or
days of our request; pursuant to any authorization permitted by the rules if the receiver's
instruction for the initiation of the individual debit entry is designed to be
(xv) The entry was transmitted in time for us to transmit communicated via a Wireless Network;
the entry to the RDFI's ACH operator by midnight of the second banking
day following the banking day of receipt of the presentment notice for (ii) You have employed a commercially reasonable
the returned item to which the entry relates;and fraudulent transaction detection system to screen the entry;
(xvi)You will comply with the rules for RCK Entries. (iii) You have used commercially reasonable
procedures to verify the identity of the receiver of the entry;
(f) TEL (Telephone-Initiated) Entries. If you send us debit
entries using the TEL entry class code(each a"TEL entry"),you further (iv) You have utilized commercially reasonable
represent and warrant to us and agree that: procedures to verify that the routing number associated with the entry is
valid;
(i) You have used commercially reasonable
procedures to verify the identity of the receiver of the entry; (v) You have used encryption for transmittal of banking
information related to any entry or you have established a secure
(ii) You have used commercially reasonable Internet session with the receiver of the entry, in either case utilizing
procedures to verify that the routing number associated with the entry is commercially reasonable security technology providing a level of
valid; security that, at a minimum, is equivalent to 128-bit encryption
technology prior to the receiver's key entry and through transmission to
(iii) You have obtained oral authorization from the the originator of any banking information, including, but not limited to,
receiver for the entry, and the authorization complies with the rules and any entry, the receiver's routing number, account number and PIN
contains all of the information required under the rules; number or other identification symbol;
(iv) For an authorization relating to a single entry TEL (vi) You will conduct or have conducted annual audits to
entry, you will either make an audio recording of the oral authorization, ensure that the financial information you obtain from receivers is
or provide the receiver with written notice confirming the oral protected by security practices and procedures that include, at a
authorization prior to the settlement date of the entry; minimum, adequate levels of (A)physical security to protect against
theft, tampering, or damage, (B)personnel and access controls to
(v) For an authorization relating to recurring TEL protect against unauthorized access and use, and (C)network security
entries, you will comply with the requirements of Regulation E for the to ensure secure capture,storage,and distribution;
authorization of preauthorized transfers, including the requirement to
send a copy of the authorization to the receiver; (vii) You will provide us upon request with proof that is
satisfactory to us that your annual security audit has been properly
(vi) For a single entry TEL entry, you will retain the conducted;
original or a microfilm or microfilm equivalent copy of the written notice
or the original or a duplicate audio recording of the oral authorization for (viii)You have obtained a properly authenticated
two years from the date of the authorization, and you will give us a copy authorization from the receiver complying with the rules, and shall give
of such audio recording or such notice immediately upon our request; us a copy of that authorization within five days after we request it;and
(vii) For recurring TEL entries, you will retain for two (ix) You will comply with the rules for WEB Entries.
years from the termination or revocation of the authorization (a) the
original or a duplicate audio recording of the oral authorization, and (b) (h) Return Fee Entries. If you send us a debit entry for a
evidence that a copy of the authorization was provided to the receiver in return fee charged to a recevier for a debit entry or other item that was
compliance with Regulation E;and returned for insufficient or uncollected funds(a"Return Fee Entry"), you
further represent and warrant to us and agree that:
(viii)You will comply with all rules and regulations under
the rules for TEL Entries. (i) The Return Fee Entry is in relation to the return of
either(a)a debit entry to a consumer account of a receiver;(b)an ARC,
(g) WEB (Intemet-Initiated/Mobile) Entries. If you send us BOC or POP entry to a non-consumer account of a receiver; or (c) an
debit entries using the WEB entry class code(each a"WEB entry"),you item that was eligible to be converted to a debit entry, but was not
further represent and warrant to us and agree that: converted to an entry;
(1) The entry is transmitted pursuant to an authorization (ii) The Return Fee Entry is for the purpose of collecting
that is obtained from the receiver via the Internet or Wireless Network to a return fee that is permitted under the rules for Return Fee Entries,and
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�"'/ SUlV 11(UST TREASURY MANAGEMENT
TERMS AND CONDITIONS
you have satisfied all requirements with respect to the returned item in controls, and records as we deem necessary to determine your
order to originate the Return Fee Entry; compliance with the rules and these ACH origination terms and
conditions. You will provide us with reasonable assistance and
(iii) If you have satisfied the requirements for information to conduct such audit, including reasonable access to
authorization of a Return Fee Entry by providing notice to the receiver at operating systems,policies,procedures,records,and other materials.
the time that the underlying entry was authorized or the original item
was accepted, the notice included the following, or substantialy similar, 20. Notices. Oral notices or communications relating to entries,
language: instructions and these ACH origination terms and conditions must be
given (a)if to us, to your treasury management sales officer, treasury
"If your payment is returned unpaid, you authorize us to make a one- management customer service specialist or as otherwise provided in
time electronic fund transfer from your account to collect a fee of[$ ];" these terms or conditions or the ACH origination reference materials
or and (b)if to you, to the telephone number you provide in your ACH
origination service profiles as they are in effect at the relevant time.
"If your payment is returned unpaid, you authorize us to make a one- Written notices, instructions, directions, confirmations, verifications, or
time electronic fund transfer from your account to collect a fee. The fee other communications with respect to entries and these ACH origination
will be determined[by/as follows]: [ ]"'; terms and conditions must be given (a)if to us, to your treasury
management sales officer, treasury management customer service
(iv) You have not and will not impose any other return specialist or as otherwise provided these terms or conditions or the ACH
fee in relation to the underlying entry or item that was returned unpaid; origination reference materials and(b)if to you, at the address reflected
and in our records. You and we may both change our telephone number(s)
or address(es)by giving written notice to each other.
(v) You have complied with all rules for Return Fee
Entries, including formatting requirements and settlement date
requirements,if applicable.
19. Audit Rights. At any time, upon two days' prior notice, we
may perform a remote or onsite audit of your systems, procedures and
Cash Concentration Service
1. Description of the CashCon Service. The SunTrust Cash as the"designated account." A reporting location account must use the
Concentration or "CashCon" service allows you to manage your same designated account to settle concentration entries. However,
available balances at other financial institutions by sending debit entries each reporting location account may use a different designated account
to those accounts through the automated clearing house, which is a and any designated account may be used to settle concentration entries
funds transfer system for sending and settling electronic entries among for multiple reporting location accounts. The designated accounts are
participating financial institutions. Details regarding CashCon's identified in your CashCon Service profiles as they are in effect at the
functionality and certain requirements that you must follow when using relevant time.
the CashCon service are provided in the CashCon reference materials
as they are updated from time to time. 4. Origination and Processing of Entries. You must send all
concentration entries to us by using one of the following delivery
2. Functioning of the CashCon Service. Under the CashCon methods: (a)calling our voice response system, (b)calling one of our
Service, we act as the originating depository financial institution or live operators, (c)logging on to our CashCon web site or(d)accessing
"ODFI"with respect to debit entries that you send us or that are sent to our dial-up corporate control service. The telephone numbers and the
us on your behalf that are directed to your accounts at other financial Internet address are provided in the CashCon reference materials. If we
institutions that you have identified (in a form acceptable to us) and we receive your concentration entries after the delivery deadline set forth in
have included in our implementation of your setup for the CashCon the CashCon reference materials, we will treat them as if we received
Service. The accounts that you maintain at other financial institutions them on our next business day. We will format, process and settle to
are referred to as the "reporting location accounts". Debit entries the relevant designated account all concentration entries that we receive
directed to a reporting location account are referred to as from you in accordance with the rules, these CashCon terms and
"concentration" entries. You will be the "originator" for each of those conditions and the terms and conditions for the ACH origination service.
entries. Your use of the CashCon service is subject to the terms and
conditions for the ACH origination service. 5. Security Procedures. The following security procedures apply
to your use of the CashCon service:
3. Implementation of CashCon Setup. We need certain
information to implement your setup for the CashCon service. You (a) Company Number. We will give you an authorization
agree to give us all of this information in a form that is acceptable to us. code that the voice response system, our live operators, the web site
The SunTrust account used to settle concentration entries is referred to and the corporate control service may refer to as the company number.
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SUN RUST TERMS AND CONDITIONS
The company number is not unique to you and we may give the same control service may refer to as a division number and division password.
company number to multiple clients. You must use the company The division number and division password are unique to you, but are
number to send us a concentration entry through any delivery method not unique to any particular reporting location account. You must use
for any reporting location account that we have included in your setup the company number, division number, division password and the
for the CashCon service. appropriate location to log onto the corporate control service and send
us a concentration entry for each reporting location account that we
(b) ID Number, Location Code or Location. We will also give have included in your setup for the CashCon service.
you an authorization code(s)for each reporting location account that we
have included in our implementation of your setup for the CashCon The authorization codes are not user-specific. This means that all of
service. The voice response system and our live operators may refer to your authorized users must use the same set of authorization codes to
this code as the ID number, the web site may refer to it as the location initiate a concentration entry for a particular reporting location account.
code and the corporate control service may refer to it as the location. We will send all of the authorization codes to the person(s) identified in
Each ID number, location code or location is limited to initiating your CashCon service profiles as they are in effect at the relevant time.
concentration entries to a particular reporting location account. You Each such person will act as your "contact" with respect to the
must use the appropriate ID number, location code or location to send authorization codes we send to him or her and will have all of the rights
us a concentration entry through any delivery method for each reporting and responsibilities described in the general terms and conditions. You
location account that we have included in your setup for the CashCon agree that these security procedures are commercially reasonable.
service.
6. ACH Origination Service. These CashCon terms and
(c) Company Password and PINs. For the web site, we will conditions are expressly made a part of the terms and conditions for the
give you(a)a single authorization code that the web site may refer to as ACH origination service and are subject to the terms and conditions
a password and (b)an authorization code for each location code that thereof. Terms that are defined in the terms and conditions for the ACH
the web site may refer to as a PIN. The password is linked to the origination service have the same meanings when used in these
company number. As with the company number, the password is not CashCon terms and conditions. If there is any inconsistency on a
unique to you and we may give the same password to multiple clients. particular issue between these CashCon terms and conditions and the
Each PIN,however,is uniquely linked to a particular location code. You terms and conditions for the ACH origination service, these CashCon
must use the company number, password and the appropriate location terms and conditions will control. You understand and agree, however,
code and PIN to log onto the web site and send us a concentration entry that our agreement to provide the CashCon service does not permit you
for each reporting location account that we have included in your setup to use any other aspect of the ACH origination service unless we have
for the CashCon service. agreed to include it in our implementation of your setup for the ACH
origination service.
(d) Division Code and Password. For the corporate control
service, we will give you two authorization codes that the corporate
Cash Vault Service
1. Description of the Cash Vault Service. The SunTrust cash including each person you have designated(in a form acceptable to us)
vault service is designed to facilitate your cash and deposit needs. as an authorized user.
Details regarding the cash vault service's functionality and certain
requirements that you must follow when using the cash vault service are (d) "Business day"means Monday through Friday,excluding
provided in the cash vault reference materials as we update them from holidays that we observe.
time to time.
(e) "Cash orders" means those orders you give us for the
2. Definitions. The following terms have the specified meanings delivery of U.S.coins or currency by armored courier.
for the purposes of these cash vault terms and conditions:
(f) "Cash vault(s)" means the cash vault(s) that we have
(a) "Account" means the account(s) identified in your cash designated as serving your business location(s).
vault service profiles as the are in effect at the relevant time to which
p Y an" means
deposits will be made and from which cash orders will be funded. (,) "Contaminated currenc y Y currency which the
Federal Reserve Bank classifies as contaminated, including any
(b) "Armored courier"means the armored courier you select currency damaged by or exposed to a contaminant hazard (including
that uses secure, marked vehicles and armed personnel to transport any chemical, radioactive or biological substances) that may present a
deposits and cash orders. health or safety risk or that cannot be processed under normal operating
procedures.
(c) "Authorized user" means any person that you are
deemed to have authorized to place cash orders up to the order limit,
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, SUN TRUST RUST TERMS AND CONDITIONS
(h) "Deposits" means deposits of funds that you deliver to or currency in a deposit, we will forward it to the Secret Service and
the cash vault and are processed in accordance with these cash vault charge the relevant account for the difference. A deposit adjustment
terms and conditions. notice will be sent to you on the day that the discrepancy or counterfeit
is discovered.
(i) "Funds" means U.S. coins, currency, checks and other
negotiable items. (b) The relationship of debtor and creditor will not exist
between you and us until we deposit the funds to your account.
Q) "Mutilated coins"means any coins that have been bent or
twisted out of shape, punched, clipped, plugged, fused or defaced but 5. Cash Orders. You acknowledge that each authorized user
that can be identified as to genuineness and denomination. has authority to place cash orders up to the order limits for delivery to
your location. We may place a"hold"on your account for the amount of
(k) "Mutilated currency" means any currency that has been a cash order as soon as we receive it,and we will charge your account
damaged to the extent that one-half or less of the note remains, or its for the cash order when we deliver it to the armored courier. We
condition is such that its value is questionable and special examination reserve the right to reduce cash orders to maintain our inventory of
is required before any exchange is made. coins and currency.
(1) "Order limit" means the maximum dollar value of cash 6. Authorization Codes and Security Procedures. If you place
orders that you have designated (in a form acceptable to us) that may cash orders through our voice response unit,one of our on-line services
be requested on any business day for each of your locations. or another automated ordering system, we will provide authorization
codes for each of your authorized users. We will deliver the
3. Your Obligations in Making Deposits. authorization odes directly to each authorized user or to the person(s)
(a) You must collect and count funds and place them in a
you have designated as your "contact" at the relevant physical or
electronic address you have designated (in a form acceptable to us).
sealed, disposable deposit bag(s) or similarly designed tamper-proof The security procedures for cash orders placed through one of these
bag(s) (each such bag is referred to in these cash vault terms and methods may include the requirement that your authorized users use
conditions as a "sealed deposit") clearly marked with your name or their authorization codes when placing a cash order. You agree that
identification number. Each sealed deposit must be prepared in those security procedures are commercially reasonable.
accordance with the requirements set forth in the cash vault reference
materials. A deposit ticket listing your name, deposit account number 7. Risk of Delivery.
and the amount of funds must be included in each sealed deposit.
(a) You are solely responsible for engaging the armored
(b) You must cause sealed deposits to be delivered by the courier and assume any and all risks incidental to or arising out of
armored courier to the appropriate cash vault for each of your locations. selection of the armored carver, the delivery of deposits to us and the
We may reject, impose a special fee on and/or delay processing of any delivery of cash orders to you. We have no responsibility or liability for a
deposit if(i)the deposit ticket does not match the amount of the deposit, deposit until we accept possession of it from the armored courier (as
(ii)the deposit was not prepared in accordance with the requirements evidenced by one of our authorized representatives signing the armored
set forth in the cash vault reference materials, (iii)the deposit is courier's manifest acknowledging receipt of a designated number of
delivered to the wrong cash vault,(iv)the deposit is delivered by anyone deposit bags included in the deposit)or for cash orders after we deliver
other than the armored courier or (v)any deposit bag appears to be them to the armored courier. If a deposit is lost in transit, you are
unsealed or to have been tampered with. responsible for recreating that deposit.
(c) In the event that we accept delivery of an unsealed (b) The armored courier must be acceptable to us, in our
deposit bag or a deposit bag that appears to have been tampered with sole discretion. If we determine, in our sole discretion,that the armored
(each such bag is referred to in these cash vault terms and conditions courier's service is not satisfactory,we may terminate your ability to use
as an"unsealed deposit"),we will give you notice on the day we receive the cash vault service by giving you 10 days notice, unless you have
it. Unless you have previously given us instructions on how to process engaged a new armored courier satisfactory to us,in our sole discretion,
unsealed deposits, we will not process or take any action regarding an within that 10-day period.
unsealed deposit until you give us an instruction(in a form acceptable to
us)regarding its disposition. 8. Contaminated and Mutilated Coins or Currency.
4. Our Obligations for Processing Deposits. (a) Contaminated currency must be delivered to us in a
separate sealed,tamper-evident disposable deposit bag,clearly labeled
(a) We will open each sealed deposit, verify the contents as "Contaminated Currency." You must provide documentation stating
against the deposit ticket and deposit funds to the relevant account. We the type and extent of the contamination,a breakdown by denomination
will process deposits within 24 hours of delivery to the cash vault. If of the currency and a deposit slip for the declared value. The deposit
there is any discrepancy between the total amount of the deposit bag and 2 copies of the required documentation must be placed in a
reflected by you on the deposit ticket and the amount counted by us,our second sealed, tamper-evident, disposable deposit bag with stated
count will be final. If we detect any counterfeit or illegally altered coins value recorded on the bag. We will forward the deposit of contaminated
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, S V N 1 RUST TERMS AND CONDITIONS
currency to the Federal Reserve Bank for processing. Once the Federal Department of the Treasury or the U.S. Mint, our count or the count of
Reserve Bank has provided confirmation of value, we will credit your the Federal Reserve Bank, U.S. Mint or the U.S. Department of the
account for the value assigned. Treasury will be final. We will charge you for any additional fees
charged by the Federal Reserve Bank for processing any contaminated
(b) Mutilated coins or currency must be delivered to us in a currency, by the U.S. Mint for processing any mutilated coins or by the
separate sealed,tamper-evident disposable deposit bag,clearly labeled U.S.Department of the Treasury for processing any mutilated currency.
as "mutilated coins"or"mutilated currency" as appropriate. You must
provide documentation stating the estimated value of the mutilated coins (d) We may refuse to accept any contaminated or mutilated
or currency, a break down by denomination of the coins or currency,an coins or currency unless we have given our prior approval for the
explanation of how the coins or currency became mutilated, and a delivery of such coins or currency. If any contaminated currency or
deposit slip for the estimated value of the deposit. The deposit bag and mutilated coins or currency is included in a deposit and not contained in
2 copies of the required documentation must be placed in a second separate marked deposit bag, we may refuse to process all or part of
sealed, tamper-evident, disposable deposit bag with stated value the deposit, may return the deposit or the contaminated currency or
recorded on the bag. We will forward the deposit of coins to the U.S. mutilated coins or currency contained in the deposit or may refuse to
Mint and the deposit of mutilated currency to the U.S.Department of the give credit for the contaminated currency or mutilated coins or currency,
Treasury. Once the U.S. Mint or the U.S. Department of the Treasury and we will charge the account for the amount of any contaminated
has provided confirmation of the value of the mutilated coins or currency the Federal Reserve Bank has refused to process for which
currency,we will credit your account for the value assigned. your account was given provisional credit. We have no liability for the
amount of any contaminated currency or mutilated coins or currency
(c) If there is any discrepancy between the value of the included in any deposit and not contained in a separate marked deposit
contaminated currency or mutilated coins or currency assigned by you bag as required above.
and the amount counted by us or by the Federal Reserve Bank, U.S.
Controlled Disbursement Service
1. Description of the CDA Service. The SunTrust Controlled pay all checks presented against that account, whether or not we have
Disbursement Account or"CDA" service allows you to improve control notified you of the presentment of those checks. If the presentment
over daily cash requirements by allowing you to defer funding of check information is not available by the reporting time, you should consider
disbursements until the day they are presented for payment. using an estimate based on historical information. The disbursement
account may be funded by a transfer of available balances from another
2. Operation of the CDA Service. account with us, a wire transfer of funds from an account at another
(a) As a part of our implementation of your setup for the CDA financial institution, or an approved line of credit from us. Whatever
service, we will provide you with a set of specifications that checks method is used,we must receive that funding by the funding deadline(s)
issued against a disbursement account must meet. These that we separately disclose to you from time to time. In the event a
specifications include specific routing number and magnetic ink disbursement account is not adequately funded on the date of
encoding requirements that must be met in order for the CDA service to Presentment, we may return items for which there are not sufficient
operate correctly. Using checks that do not meet these specifications funds or, if we have previously approved a line of credit to you, we may
can result in daily out-of-balance situations in a disbursement account. extend credit to you in an amount sufficient to cover such items.
You must give us voided sample checks for each disbursement account (d) If any ACH or other electronic debits are presented
so that we may test those checks for compliance with the specifications. against a disbursement account,those debits may not be included in the
Once we complete our testing, we will send you a notice that your information we provide you regarding daily presentments. In that event,
sample checks are acceptable or that they fail to meet our you must adjust your funding of the disbursement account to cover the
specifications. You may not issue checks against a disbursement ACH or other electronic debits.
account until you have received a notice from us that your sample
checks for that account are acceptable. (e) You agree and understand that the purpose of the CDA
service is to improve control over daily cash requirements by allowing
(b) On each banking day,we will make information available you to defer funding of check disbursements until the day they are
to you regarding the total dollar amount of all checks that have been presented for payment, and not to delay the collection of funds by the
presented for payment against each disbursement account that day payees.
before the controlled disbursement reporting time(s)that we separately
disclose to you from time to time. We will make this information 3. Duration and Changing of Options. Once you have confirmed
available to you through one of our online services. a CDA service profile and we have included the information from it in
our implementation of your setup for the CDA service, it remains in
(c) You understand that we provide presentment information effect until (a)your use of the CDA service or the agreement is
to you solely to assist you in funding your disbursement accounts. The terminated or (b)you confirm a CDA service profile that adds to or
CDA service does not relieve you of the obligation to fund your deletes from your previous selections and we have had a reasonable
disbursement accounts appropriately. As a result, you agree to have time to act on it before we receive the relevant checks.
sufficient available funds on deposit in each disbursement account to
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�= �,,{�, TREASURY MANAGEMENT
SUN TRUST RUST TERMS AND CONDRIONS
4. Termination. To the extent possible, we will give you written discontinued for all SunTrust Bank clients.You may terminate the CDA
notice of issues impacting the CDA service and offer you an opportunity service by giving us written notice of the termination, provided that any
to cure the issues before we terminate the CDA service immediately by termination by you will not be effective until we have had a reasonable
giving you written notice of the termination. To the extent possible, we time to act on your notice.
will give you prior written notice in the event that the CDA service is
Controlled Payment Service
1. Description of the CPR Service. The SunTrust Controlled the payee's name) that the CPR service is capable of matching. Of
Payment or "CPR" service allows you to give us instructions to return course, not matching all available check attributes increases the risk
certain checks that you believe may be fraudulent or not validly issued. that a fraudulent check will not be detected as a mismatched check. As
Details regarding CPR's functionality and certain formatting and other a result, if you make the business decision of not providing information
technical requirements that you must follow when using the CPR service in your issue file with respect to all available check attributes, you agree
are provided in the CPR reference materials as we update them from that, in addition to the other limits on our liability provided in these CPR
time to time. terms and conditions, we will not be liable for paying any check that is
fraudulent with respect to the attributes for which you failed to provide
2. Operation of the CPR Service. us information, so long as we otherwise satisfied our duty of care with
(a) You must transmit an issue file to us on each day on respect to the other aspects of the CPR service in processing that
which you have issued any checks against any account that is included check.
in your setup for the CPR service. We must receive that issue file by (b) As part of the CPR service,we can also make your issue
the issue deadline set forth in the CPR reference materials and it must files available to our branches to assist our tellers in cashing checks.
contain all of the information set forth in the CPR reference materials This is referred to as"teller access." If a check presented for payment
with respect to each check you issued that day. You may send us a over the counter in one of our branches against an account that uses
separate issue file for each account, or you may send us an aggregate teller access(i)is presented before we have received and processed an
issue file for all of the accounts that are included in your setup for the issue file for such check or(ii)is a mismatched check,we will attempt to
CPR service. Once we have received your issue file, we will compare obtain approval for payment of the mismatched check by calling one of
the information in that issue file with the information in our systems with the people you have designated as a"telephone representative"for the
respect to checks (A)that have been presented to us through normal relevant account as reflected in your CPR service profiles as they are in
check clearing channels for payment against the relevant account, and effect at the relevant time. We will make one attempt to call each
(B)for which we have provisionally settled but have not yet posted to telephone representative for the relevant account until we have reached
the relevant account. You authorize us to post, finally pay and charge one of them. Each telephone representative is authorized to instruct us
against the relevant account, each check that matches the information to pay or return any mismatched check. If the telephone representative
in your issue file. We will notify you of each presented check that is not we contact instructs us to pay the check, then you authorize us to post,
included in the issue file that we received from you or that reflects finally pay and charge the check against the relevant account. If we are
information that does not match the information in the issue file we unable to contact a telephone representative, or the telephone
received from you. The checks that are not listed or for which the representative we contact does not instruct us to pay the mismatched
information does not match are referred to as "mismatched checks." check, then you authorize us to return the check to the person
You must instruct us to pay or return each mismatched check by the presenting it to us. Our documentation showing that we contacted or
payment decision deadline set forth in the CPR reference materials. attempted to contact your telephone representatives will be conclusive
Your instructions must contain all of the information with respect to each evidence that we took the reflected action. Fraud involving checks
mismatched check set forth in the CPR reference materials. You may presented to tellers for cashing is a common form of check fraud. Using
elect one of two ways for us to deal with mismatched items if you fail to our teller access service is a good way to defend against that form of
give us a pay or return decision by the payment decision deadline. fraud and we strongly encourage you to take advantage of it. However,
Under the"return default"option, you authorize us to return unpaid each use of the teller access service is not mandatory and you may make a
mismatched check unless we receive an instruction from you to pay it business decision to opt out of its use. Of course, opting out of the
before the payment decision deadline. Even if you select a return service increases the risk that a fraudulent check may be cashed over
default option,we may post, finally pay and charge against the relevant the counter in one of our branches. As a result, if you make the
account a mismatched check you haven't decisioned (A)as otherwise business decision to not name at least one telephone representative for
provided below, for mismatched checks presented over the counter in each account for which you have elected the CPR service, (A)this will
one of our branches and(B)mismatched checks that we believe in good be reflected in your CPR service profiles as they are in effect at the
faith result solely from encoding errors. Under the"pay default"option, relevant time, (B)you will be deemed to have opted out of the teller
you authorize us to post,finally pay and charge each mismatched check access service for that account and(C)you agree that we will not have
against the relevant account unless we receive an instruction from you any liability for paying any check presented over the counter in one of
to return it before the payment decision deadline. Your election of these our branches,whether or not such check bears a forged or unauthorized
options is reflected in your CPR service profiles as they are in effect at signature or is counterfeit, altered or otherwise fraudulent or not validly
the relevant time. We may give you the option of not providing
information in your issue file on one or more check attributes(such as
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�—�. TREASURY MANAGEMENT
S�,N 1,{�,RUST TERMS AND CONDITIONS
issued, so long as we otherwise process that check in accordance with any person we believe in good faith is one of your authorized
our standard check cashing procedures. representatives or telephone representatives or (b)paying or returning
any check in accordance with the terms of this these CPR terms and
3. Transmission of Information. We will transmit information conditions, including any check that (i)bears a forged or unauthorized
regarding mismatches to you by using certain of our online services. signature or is counterfeit or otherwise not validly issued or(ii)is altered
You must transmit your issue files and your pay or return decisions to us or otherwise fraudulent with respect to an attribute that the CPR service
by using certain of our online services. Your issue files and pay or is designed to match. Moreover,you acknowledge that the CPR service
return decisions must be in a format we have approved. If the relevant is not a substitute for our stop payment service and you agree not to
online service is not available, then we will transmit the relevant report an item as "void" if you have released the item. Finally, you
information to you by facsimile at the facsimile number listed for the understand and agree that the purpose of the CPR service is to improve
relevant authorized representative on your CPR service profiles as they reconciliation of checks and eliminate traditional stop payment
are in effect at the relevant time and you must transmit your issue files procedures,and not to delay the collection of funds.
and/or your pay or return decision to us by facsimile at the facsimile
number we specify. 5. Suspension of Service. You agree that you will be in material
breach of these CPR terms and conditions if you repeatedly fail to meet
4. Limits on Our Liability. You acknowledge that we will rely any of the deadlines described in the CPR reference materials or have
completely on information and instructions you give us in providing the an excessive number of checks not reported on your issue file for the
CPR service to you and that we are not required to inspect any attribute CPR service or for which the information is not consistent with our
of a check (other than those included in the relevant issue file) that is information on checks that have been presented against the relevant
processed through the CPR service, As a result, you agree that, in account. In addition to any other rights we may have under this the
addition to any other limitations on our liability under the agreement,we agreement or applicable law, we may immediately suspend your use of
will not have any liability for (a)following instructions we receive from the CPR service.
Electronic Data Interchange
1. Description of the EDI Service(s). Electronic Data lockbox service and/or wholesale lockbox service to you in various
Interchange or "EDI" refers to the electronic exchange of payments, formats.
payment-related information and other financial data in formats that
meet agreed standards. The EDI services that we offer fall into three (c) Our EDI account analysis service allows you to send and
categories: (i)payment initiation or "integrated payables," (ii)payment receive electronic files to support our account reconciliation, controlled
receipt or "electronic receivables delivery," and (iii)financial reporting payment and positive payment services(both issue and paid item files),
services. Each is described below: our ACH fraud control service (authorization records) and our account
analysis service.
(a) Our integrated payables EDI service allows us to accept
an electronic file from you that is used to initiate entries through our Technical Requirements and Underlying Services. Files we
ACH origination service and/or create paper checks through our receive from you or send to you must be in a format that we have
enterprise payment processing service. We do not create or maintain tested and agreed to and must be sent or received by the
service profiles for this service. deadlines specified for the relevant service that we separately
disclosed to you so that we can perform the necessary edits and
(b) Our EDI reports transmission service allows us to send forward the files for the relevant payment or information purposes.
you a formatted text report or electronic file to report payment and The terms and conditions for each service that is utilized through
payment-related data from our ACH origination service, scannable an EDI file continue to apply.
Enterprise Payment Processing Service
1. Description of the EPP Service. The SunTrust enterprise provided in the EPP reference materials as we update them from time to
payment processing or"EPP"service is a service where, in accordance time.
with your instructions and servicing guidelines as confirmed by your EPP
service profile, we will print and disburse checks and/or create and 2. Processing of Payments. Once we have completed our
transmit entries to settle through the Automated Clearing House("ACH") implementation of your setup for the EPP service and you have
Network to pay your designated payees. We utilize a system developed confirmed your EPP service profile you may use the EPP service.
and managed by a vendor in providing the EPP service.As a result,you
agree that each reference to"we,""us"and"our"in any provision in the (a) For each payment entry included in a data file("payment
agreement will, with respect to the EPP service, be deemed to include data") you transmit to us, we will print and disburse a check in U.S.
our vendor. Details regarding the functionality of the EPP service, file dollars (or Canadian dollars if so indicated), or create and transmit an
delivery methodology and certain formatting and other technical ACH credit entry, as reflected in your EPP service profile. Unless you
requirements that you must follow when using the EPP service are specifically instruct us to process the entry as an ACH entry, we will
process the entry as a check. If we have difficulty in establishing an
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01, _,N{ TREASURY MANAGEMENT
SU RUST TERMS AND CONDITIONS
ACH credit entry for a payment we will default to a check entry if is transmitted to us through one of our online services or a designated
sufficient information is available. Each payment data file must follow website. In order to elect ACH payments as part of the EPP service,we
the formatting, other technical requirements, and file delivery must have agreed to provide you ACH origination service and you must
methodology that we have established with you in our implementation of have confirmed a service profile for ACH origination service. Each ACH
your setup for the EPP service, as evidenced by our records, or that we entry created in accordance with your payment data file will be settled to
may otherwise designate in the reference materials from time to time. one of the settlement accounts designated in your ACH origination
You acknowledge that sending entries by ACH will result in different service profile. Except as otherwise provided in these EPP terms and
obligations and liabilities for you with regard to the legal and regulatory conditions, the terms and conditions for the ACH origination service will
environment for electronic funds transfers as compared to the legal and govern each entry which, in accordance with your payment data file, we
regulatory environment for checks.You will be solely responsible for create, format and transmit to settle through ACH, including without
ensuring each check entry complies with the terms and conditions limitation, those relating to exposure limits and delays or suspension of
governing the account on which the check entry is drawn, whether processing.
maintained with us or any other financial institution.
(f) Remittance data included with your payment data file
(b) Each check printed for a payment entry in a payment may be printed with the corresponding check or made available at our
data file will be printed in accordance with the format specifications for designated website or by separate mailing for ACH entries to the payee
each check,which we established with you in our implementation of your at the address provided by you in your payment data file. Remittance
setup for the EPP service,as set forth in the sample check that you have data may be made available to the payee at our designated website
approved (or will approve during implementation). Each check will be through the online remittance reporting feature of the EPP service as
drawn on the account designated in the payment entry for that check in defined in the reference materials. If you elect to use the online
your payment data file. You will be solely responsible for ensuring you remittance reporting feature, you must provide the payee's contact and
have sufficient funds in any account on which a check is drawn to fund identification information to us. You are solely responsible for notifying
all checks we print and disburse. We will not have any responsibility for your payees that the online remittance information will be available and
verifying whether there are sufficient funds in an account, whether providing your payees access instructions for the designated website as
maintained with us or any other financial institution, when we print and provided for in Section 9, Payee Access.
disburse any checks. If you designate multiple signers for checks drawn
on a SunTrust account, the multiple signer requirement is for your
internal purposes only and does not impose any obligation, duty, or 3. Transmission of Payment Data File. You must transmit your
liability on us. We will supply all standard check stock and other payment data file to us by using one of our online services as defined in
materials, which will be billed through your analysis statement. Non- the reference materials. You must transmit your payment data file to us
standard check stock must be approved for use by us and will be by the cut-off deadline we have established in your EPP service profile.
purchased on your behalf and inventory will be managed by us with Your payment data may not be processed or processing may be delayed
appropriate charges included in your analysis statement. if you submit your payment data file after the cut-off time or on a day
other than as provided in your EPP service profile. If you wish to make a
(c) We will disburse printed checks either by first-class mail change to your payment data file (other than adding one or more
or by courier arranged by us or you. If you elect to have printed checks payment entries), including changes in formatting or technical
disbursed by first-class mail, we will deliver checks to the United States requirements,adding an account,or changing the settlement account for
Postal Service, with appropriate postage paid.Any checks we print that a payment entry, you must test the changes with us, to our satisfaction,
you elect to have delivered to your courier will be available for pickup at before transmitting a file of payment data containing the changes.
the operation center designated by us,with shipping or delivery paid for Failure to test a payment data file that has been changed prior to
directly by you. You will be responsible for paying the amount charged submitting the file to us may result in your payment data not processing
by us for postage and courier service arranged by us in connection with or the processing being delayed. In the event we experience difficulties
your use of the EPP service, and such charges will be included in your receiving or accessing your payment data files, the parties shall
analysis statement. We may increase the amount charged for postage cooperate with one another's efforts to access the payment data
and courier services at any time immediately upon an increase in the promptly. We will maintain a copy of all payment data as provided for in
cost of postage or courier services. the reference materials. Each time you submit a payment data file, we
will notify you by email when we receive the file. You must access the
(d) We conduct the check-printing services provided for designated website or one of our online services, as more specifically
herein in a secure location accessible only to authorized personnel to described in your EPP service profile and verify the control totals, as
whom access is granted in connection with their job responsibilities. more specifically described below and the accuracy of each payment
Moreover,we will take reasonable steps to(i)prevent unauthorized use entry included in your payment data. Once you have verified the control
of your check stock and signature facsimiles and (ii) preserve the totals and the accuracy of the payment data, you will release your
confidentiality of your payment data once in our possession. payment data files for processing. All payment files will remain
suspended until released by you. You are responsible for payment
(e) If you elect to have the payment for an entry in your entries included in data files that you release for processing,even if the
payment data file made by ACH, you will be the originator of the ACH payment entry is a duplicate of another payment entry or otherwise is
entry we create from your payment data file,whether such payment data submitted by you in error. We are under no obligation to determine if a
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OWW _,N l{� TREASURY MANAGEMENT
SU RUST TERMS AND CONDITIONS
payment data file or any payment entry in a payment data file is a provided by you. Once registered,the payee will choose its own user id
duplicate of a previously submitted payment data file or payment entry. and password.
You agree that our records of payment data files you release for
processing will be deemed correct and will control in the event of any
dispute regarding a payment data file or payment entry in a data file. 6. Risk of Delivery. We shall have no responsibility for any
checks once delivered to the United States Postal Service or a courier.
4. Cancellation Instructions. We have no obligation to honor or You assume all risks associated with delays caused by complications
process any request to cancel the processing of any of your payment arising in the transmission of payment data files and delays in postal
data, to amend any payment data, to pull from disbursement a check service or courier service, except when such delays are caused by our
printed, or cancel any ACH file created, in accordance with your failure to provide the checks by the delivery time or to transmit an ACH
payment data file and EPP service profile.As an accommodation to you, entry by the appropriate ACH processing cut off time, provided you
however, we will use good faith efforts to honor your request to cancel submitted the payment data for such payments to us in a timely manner.
the processing of a payment data file or a payment entry in a payment
data file or pull any check printed from disbursement, if your request 7. Limitation of Liability; Indemnity. Notwithstanding anything
complies with the security procedures and we receive the request at a herein to the contrary, we shall have no liability with respect to a check
time and in a manner that gives us a reasonable opportunity to act on it issued or ACH entry transmitted in accordance with the services
prior to printing or disbursing any checks or prior to creating or described in these EPP terms and conditions, conforming to the
transmitting any ACH entry. We are not liable if we are unable to honor payment data or after the period during which we must maintain the
your request to cancel the processing of a payment data file or a payment data with respect thereto. In addition to any obligation you
payment entry in a payment data file or to pull a printed check prior to have to indemnify us under the master agreement or the general terms
disbursement. You agree to reimburse us for any expenses we may and conditions, you agree to indemnify and hold us harmless from any
incur in attempting to honor any such requests. and all claims, expenses, costs, or liabilities arising out of the issuance
of a payment against a payable in dispute or not yet due and payable.
5. Security Procedures. You agree to comply with the following This obligation to indemnify, defend and hold harmless is limited to the
security procedures in using the EPP service and agree that these extent provided under Section 768.28,Florida Statutes.
security procedures are commercially reasonable.
8. Creation of Issue File for Positive Pay,Account Reconciliation,
(a) Online Services. For a payment data file that is or Controlled Payment Service. You may elect for the printed check
transmitted to us through one of our online services you are required to information included in your payment data file to be used by us to create
comply with the security procedure for that online service as defined in a Positive Pay, Account Reconciliation or Controlled Payment issue file
the reference materials. During our implementation of your setup for the on your behalf to be used in connection with one of those services. If
EPP service, you must designate a security administrator for the online you make this election, we must have agreed to provide you the
service. The security administrator will have full access rights as more applicable Positive Pay, Account Reconciliation or Controlled Payment
fully described in the reference materials. service and you must have confirmed a service profile for the service.By
making this election, you authorize us to create an issue file on your
(b) Control Totals. Each time you submit a payment data file, behalf on each day on which checks are printed against any SunTrust
we will notify you by email when we receive the file. Upon receipt of this account that is included in your setup for Positive Pay, Account
email, you must access our online services, as more specifically Reconciliation or Controlled Payment service. Each issue file and your
described in your EPP service profile, and verify the number of check use of the Positive Pay, Account Reconciliation or Controlled Payment
print entries, the number of ACH credit entries, the aggregate dollar service is governed by the terms and conditions for each service,
amount of all ACH credit entries and the aggregate dollar amount of all including without limitation those relating to limits on our liability and
check entries (the "control totals"). In addition, you must submit a suspending your use of the service.
transmittal form to us indicating the total amount of ACH credit entries in
the payment data file. 9. Payee Access. Payees have access to several features of
EPP service through a designated website.
(c) Cancellations. Instructions canceling a payment data file
or any payment entry in a payment data file or requesting that any check (a) Online Remittance Reporting Feature-before a payee can
created be pulled prior to distribution must be in writing and transmitted access our online remittance reporting feature, that payee must register
to our EPP staff as indicated in the reference materials. We may verify in the designated website, in compliance with the security procedures
or authenticate any of these instructions by any means we believe to be referenced herein. The payee's access and use of the website shall be
reasonable in the circumstances, but we are under no obligation to do subject to the terms and conditions posted at the website. Through the
so. We will have no liability for acting on any of these instructions we website, registered payees may utilize the online remittance reporting
believe in good faith to have been given by one of your authorized users. feature to view and download documents and information in connection
with payments, including remittance data and statements. Documents
(d) Payee Access. Before a payee can access our online and information will be available to the payee through the online
remittance reporting feature or vendor enrollment feature, that payee remittance reporting feature for the number of days provided in the EPP
must register in the designated website, using access instructions reference materials. Payees will be notified by email when new
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O' SU1V 1KUST TREASURY MANAGEMENT
TERMS AND CONDITIONS
documents and information are available online. The payee will be payments by ACH. If you approve such election, you must instruct us to
deemed to have received any email sent by us to the email address make such payments by ACH in your payment data file.
reflected at that time in the payee's registration information in the
designated website.We are not responsible for undelivered emails. (c) EPP Vendor Services-you or your payees may elect to
obtain additional services directly from our EPP vendor,such as, but not
(b) Vendor Enrollment- under the vendor enrollment feature, limited to, data download capabilities. SunTrust is not a party to
a registered payee may provide notice through the website to receive providing additional services and is not responsible for any obligations or
payments by ACH rather than by check. This election is for your liabilities that may arise in the course of our vendor providing those
information and we have no duty to comply with your payee's election to additional services to you or your payees.
receive payments by ACH.This election is not available for payments to
a consumer account,as defined in the NACHA Operating Rules.We will
notify you if the payee provides notice through the website to receive
Image Cash Letter Service
1. Description of the ICL Service. The SunTrust Image Cash pass digit errors (represented by an * within a MICR field) on a file
Letter or "ICL" service is intended to allow you to transmit to us for forwarded to us. All fields on the MICR line of an electronic check
deposit files of electronic images of batches of checks (and associated image must be repaired prior to forwarding any files to us. You warrant
information describing each check)and check total information,each file that any repair of the MICR line fields will be repaired correctly.
an "image cash letter," in place of forwarding the original checks to us
for deposit. Details regarding ICL's functionality and certain formatting (b) You must transmit each image cash letter to us through
and other technical requirements that you must follow when using the one of our online services which support the transmission of image cash
ICL service are provided in the"ICL reference materials"as we update letters. To submit an image cash letter to us through an online service,
them from time to time. The ICL service is intended for transmission of you are required to comply with the security procedures for that online
your electronic images and associated information in one file, not as service. Any image cash letter transmitted to us in accordance with
separate transmissions. The ICL service may also encompass image those security procedures will be deemed an image cash letter of yours,
quality analysis adjustments, image integrity analysis adjustments, whether or not you actually authorized it. Transmission times,image file
duplicate item or duplicate file adjustments and return item adjustments receipt times,other applicable deadlines and transmission locations are
(all as defined in the ICL reference materials) being sent to you. The set forth in the ICL reference materials and/or your ICL service profiles
ICL service may not be used outside the United States without our prior as they are in effect at the relevant time.
written approval or to transmit an electronic image of a remotely created
check(as that term is defined in Regulation CC). These ICL terms and (c) Each image (and associated information regarding a
conditions do not otherwise affect any other agreement between you check)included in an image cash letter must meet our quality standards
and us relating to deposits of original checks. for processing an image for deposit as described in the ICL reference
materials. Those standards are referred to in these ICL terms and
2. Operation of the ICL Service. You may use the ICL service conditions as the "ICL standards." We may add to or change the ICL
with respect to the account(s) identified in your ICL service profiles as standards at any time immediately upon notice to you. Once we receive
they are in effect at the relevant time and that we have included in our your image cash letter, as the bank of first deposit, our systems will
implementation of your setup for the ICL service. process each image and associated information included in that image
cash letter that are on-us items to determine if all images and
(a) Each electronic check image included in an image cash associated information satisfy the ICL standards for qualified image
letter is an "item" as defined in Article 4, Section 104(a)(9) of the cash letters. Also,if your imaging process does not produce acceptable
Uniform Commercial Code as adopted in the state whose laws govern images you will be required to use our unqualified ICL service that
this agreement and a "check" as defined in Section 229.2(k) of the performs image quality analysis and image integrity analysis on all items
Regulation CC, which must be an exact image of the front and back of in each image cash letter. This may result in requiring an earlier image
the original check with full-field magnetic ink character recognition file receipt time for your unqualified image cash letter. All image cash
(MICR) line encoding (absent the amount). You should endorse the letters are also subject to duplicate item and duplicate file detection. If
original check prior to image capture and you must provide an electronic an image and associated information satisfy the ICL standards,the ICL
endorsement record in accordance with the ICL reference materials, system will accept them. If the ICL system determines an image or
which are based on our interpretation of the relevant American National associated information does not satisfy the ICL standards, the ICL
Standard Institute (ANSI) standards. Each image cash letter must be system may reject the nonconforming image or duplicate item, which
formatted, including the batching of images, as provided in the ICL shall mean those items are sent back to you for reasons of poor quality,
reference materials. To be eligible for processing, an electronic check missing images or duplicate items. A summary debit adjustment will be
image must meet the items eligible for exchange requirements as made to your account and a debit advice will be sent to you. Also you
outlined in the ICL reference materials. At a minimum,the item must be may request that the list of rejected images which failed to meet the ICL
a negotiable item and all characters in all MICR fields present on the standards or were found to be duplicates be transmitted through one of
document must be readable. This will allow you to capture the our online services to your designated contact identified in your ICL
information required for the image cash letter. It is not acceptable to service profiles as they are in effect at relevant time. In addition, any
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SUN1
�{�,RUST TERMS AND CONDITIONS
image and associated information included in an image cash letter must institution is referred to in these ICL terms and conditions as the
satisfy the quality standards of the Federal Reserve Bank or other "drawee bank") through the check collection channels that we would
collecting bank to which we have forwarded an image and associated otherwise use to present a check to the drawee bank. In either event,
information for collection, the "collecting bank quality standards." All your deposit will be subject to the terms of any agreement we have with
check images which fail to meet collecting bank quality standards will be other financial institutions relating to the presentation of electronic items.
sent to you as a return advice with attached image for each item. There We will make funds for each electronic item or substitute check that we
are no specific timelines for these types of adjustments, but they are process for deposit to your account available to you under the enhanced
usually completed within 30 business days of deposit. If an image is schedule that applies to your account on the business day that we
rejected for failing to meet the ICL standards or the collecting bank received the file containing a conforming image of that check.
quality standards,you must take corrective action to either recapture the
image and associated information and submit it in a new image cash (f) We must receive your image cash letter by the image file
letter or submit the original check for deposit. Once you have receipt times set forth in the ICL reference materials. In that regard,we
transmitted an image cash letter to us, you may not cancel it unless we are not liable for any delays or errors in transmission of an image cash
have rejected the file. If more than two percent of the images and letter. If the online service you use to transmit your image cash letter is
associated information included in an image cash letter fail to meet the not available,you must make your deposits by another method,such as
ICL standards, the entire file may be rejected, which will require you to delivery to us of appropriate CD-ROM(s) containing the image cash
resubmit that image cash letter. letter or delivery of the original checks to us. You may not transmit to us
an image cash letter which exceeds 20,000 items per file if you are
(d) In using the ICL service, you agree to use formats as using the unqualified ICL service or 40,000 items per file if you are using
indicated below,which may be amended from time to time. the qualified ICL service. You may send more than one image cash
letter each day prior to your image file receipt time.
(i) DSTU X9.37—2003 TIFF 6.0 CCITT Group IV black
and white(Images attached)Paper will be truncated at your location (g) You agree to make original checks available to us
promptly upon our reasonable request. You agree that you will not
(ii) Image—Same as above capture more than one image of(or associated information regarding)
any original check and that you will not negotiate, deposit or otherwise
(iii) Companion Document for exchange — Federal transfer any original check to us or to any other person or entity after
Reserve Bank Adoption of DSTU X9.37 (2003) Image Cash Letter you have captured an image of(or associated information regarding) it.
Customer Documentation (Excluding portions referring to Fed specific You also agree that(i)you will not transmit an image of(or associated
details) information regarding) any original check to us more than once(unless
that item has been returned to you by us for corrective action), (ii)you
All files must be sent to us through our Online File Transfer service. will not transmit an image of(or associated information regarding) any
You must send a notification to the designated e-mail address as original check to us that you previously transmitted to any other person
identified in the ICL reference materials,which must include your name, or entity, (iii)you will not transmit an image of(or associated information
image cash letter file total dollar amount and image cash letter file total regarding) any original check to any other person or entity after you
item count. Federal Reserve Bank's Image Quality Assurance (IQA) have transmitted it to us; (iv)you will not transmit an image of (or
Settings should be adhered to at minimum. This includes the associated information regarding)any original check to us if that check
parameters of images relative to length, height, comers, document has been used as a source document for the initiation of an ACH or
skew, darkness/lightness, noise and image size compression. These other electronic debit; and (v)you will not use any original check as a
image quality standards are provided in the reference materials. source document for the initiation of an ACH or other electronic debit
Authentication will be conducted through the Online File Transfer log in after you have transmitted an image of (or associated information
process utilizing security procedures and authorization codes. Image regarding)that check to us. You agree to use commercially reasonable
QualityAdjustment Detail reporting will be facilitated through the use of security procedures to safeguard the original checks, images and
1 Po 9 9
our Online Courier service if you elect to use that service. associated information in your possession.
(e) Once we have accepted an image cash letter for deposit, (h) If there is any discrepancy between check image count
we will use each image and associated information included in that and/or the total dollar amount of the deposit reflected by you in an
deposit to process it as an electronic item or, at our option; to create a image cash letter and our count of check images and/or the total dollar
substitute check. If we elect to process an image and associated amount of images included in the image cash letter, our count will
information as an electronic item,we will process that image for deposit control and the image cash letter may be rejected. We will also debit
to your account and forward it for presentment to the drawee bank(as your account and send you a deposit adjustment notice for any image
defined below) through the electronic item collection channels that we which was rejected by us for failing the ICL standards,was determined
would otherwise use to present an electronic item to the drawee bank. to be a duplicate, or rejected for failing the collecting bank quality
If we use an image and associated information to create a substitute standards,or returned by any collecting bank for any reason.
check,we will process that substitute check for deposit to your account
and forward it for presentment to the financial institution on which the (i) We may reject, impose a special fee and/or delay
original check was drawn or through or at which it was payable (that processing of any image cash letter if(i)the image cash letter was not
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—� SUN TRUST{ TREASURY MANAGEMENT
SU KUST TERMS AND CONDITIONS
prepared and formatted in accordance with the requirements set forth in representation of the original check or of a substitute check that we
the ICL reference materials, (ii)the number of check images in the create from the image and associated information, such that the person
image cash letter or the total dollar amount of the image cash letter or entity will be asked to make a payment based on a check that it has
does not match what is included in the Cash Letter Control Record for already paid.
your image cash letter,and(iii)the number of check images in an image
cash letter file transmitted to us exceed the number permitted under 4. Your Indemnification Obligations. In addition to any other
these ICL terms and conditions. obligation you have to indemnify us, you agree to defend, indemnify,
protect and hold us, our affiliates and our respective officers, directors,
(j) Returns will be handled by printing substitute checks and employees, attorneys, agents and representatives harmless from and
returning them through existing return channels. against any and all liabilities, claims, damages, losses, demands, fines
(including those imposed by any Federal Reserve Bank, clearing house
3. Your Representations and Warranties. You make all of the or funds transfer system), judgments, disputes, costs, charges and
representations and warranties to us with respect to each electronic expenses (including litigation expenses, other costs of investigation or
check image and associated information that you transmit to us that you defense and reasonable attorneys' fees) which relate in any way to
would have made if you had deposited the original check into your (a)the receipt by any person or entity of (i)an electronic item, (ii)a
account. In addition, you represent and warrant to us with respect to substitute check or (iii)a paper or electronic representation of the
each image of and associated information that you transmit to us that original check or the substitute check that we create from a electronic
(a)the image and associated information (i)accurately represent all of check image and associated information that you transmit to us,instead
the information on the front and back of the original check at the time of the original check,or(b)any encoding error on any check included in
the image and associated information were captured and (ii)are an image cash letter,or(c)any duplicate item or duplicate file created or
otherwise sufficient for us to satisfy our obligations as the truncating authorized by you, or(d)the delayed processing of any returned items
and/or reconverting bank and (b)no person or entity will receive a by any subsequent bank for any items that were processed as electronic
transfer, presentment or return of, or otherwise be charged for, (i)the items, or(e)a remotely created check being included in an image cash
original check, (ii)an electronic item or substitute check that we create letter. This obligation to indemnify, defend and hold harmless is limited
from the image and associated information, or(iii)a paper or electronic to the extent provided under Section 768.28,Florida Statutes.
Image Cash Letter Service—Financial Institutions
1. Description of the ICL-FI Service. The SunTrust Image Cash 2. Operation of the ICL-Fl Service. You may use the ICL-FI
Letter service for financial institutions or"ICL-FI"is intended to allow you Service with respect to the account(s) that are identified in your ICL-Fl
to transmit to us for deposit files of electronic images of batches of service profiles as they are in effect at the relevant time and that we
checks (and associated information describing each check referred to have included in our implementation of your setup for the ICL-FI service.
as "presentment notice") and check total information, each file an
"image cash letter," in place of forwarding the original pre-encoded (a) Each electronic check image included in an image cash
check deposits to us for deposit, Details regarding ICL-FI's functionality letter is an"item"under the Uniform Commercial Code,a"check"under
and certain formatting and other technical requirements that you must Regulation CC and an "item" under ECCHO Rules which must be an
follow when using the ICL-FI service are provided in the ECCHO Rules, exact image of the front and back of the original check with full MICR
Section XIX and in the "ICL-FI reference materials"as we update them line information. You must endorse the original check or the electronic
from time to time. By using this service, you agree to be bound by the check image with the bank of first deposit endorsement in accordance
Electronic Check Clearing House Organization Operating Rules referred with the ANSI endorsement requirements, ECCHO Rules and ICL-FI
to as "ECCHO Rules" for these electronic image transactions and we reference materials. Each image cash letter must be formatted,
will sponsor your membership if you are not currently a member of including the batching of images, as provided in the ECCHO Rules and
ECCHO. Unless otherwise agreed upon, you will be charged for the the ICL-FI reference materials. To be eligible for processing, an
ECCHO sponsorship fees. Unless otherwise indicated, terms used in electronic check image must meet the items eligible for exchange
these ICL-FI terms and conditions shall have the meanings ascribed to requirements as outlined in the ECCHO Rules, Section III (A). The
such terms in the ECCHO Rules. The ICL-FI service is intended for ECCHO Rules require,at a minimum,that the item be a negotiable item,
transmission of your presentment notice and electronic images in one and all characters in all MICR fields present on the document must be
file, not as separate transmissions. The ICL-FI service also readable. This will allow you to capture the information required for the
encompasses image quality analysis adjustments and return items image cash letter. Repair of the MICR line on documents in order to
processing sent to you. The ICL-Fl service may not be used outside the make the items eligible for processing must be done with responsibilities
United States without our prior written approval or to transmit an assigned as outlined in ECCHO Rules, Section III(B). It is not
electronic image of a remotely created check(as that term is defined in acceptable to pass digit errors(represented by an*within a MICR field)
Regulation CC). These ICL-FI terms and conditions do not otherwise on a file forwarded to us. All fields on the document must be repaired
affect any other agreement between you and us relating to exchanges prior to forwarding any files. Repair of the MICR line fields will be
under the ECCHO Rules or deposits of original checks. governed by ECCHO Rules.
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,{�� TREASURY MANAGEMENT
00, S�,N l RUST TERMS AND CONDITIONS
(b) You must transmit each image cash letter to us through electronic item to the paying bank. In either event, your deposit will be
one of our online services which support the transmission of image cash subject to the terms of any agreement we have with other financial
letters. To submit an image cash letter to us through an online service, institutions relating to the presentation of electronic items. We will make
you are required to comply with the security procedures for that online funds for each substitute check or electronic item that we process for
service. Any image cash letter transmitted to us in accordance with deposit to your account available to you under the same schedule that
those security procedures will be deemed an image cash letter of yours, would have applied if you had deposited the original check to your
whether or not you actually authorized it. Transmission times, Image account on the business day that we received the file containing a
Ledger Cutoff times, other applicable deadlines and transmission conforming image of that check.
locations are set forth in the ICL-FI reference materials and/or your ICL-
FI service profiles as they are in effect at the relevant time. (e) We must receive your image cash letter by the then-
current deadline set forth in the ICL-FI reference materials. In that
(c) Each image of(and associated information regarding a regard, we are not liable for any delays or errors in transmission of an
check)included in an image cash letter must meet our quality standards image cash letter. If the online service you use to transmit your image
for processing an image for deposit as described in the ECCHO Rules cash letter is not available, you must make your deposits by another
and the ICL-FI reference materials. Those standards are referred to in method, such as delivery of the original checks to us. You may not
these ICL-FI terms and conditions as the"ICL-FI standards." We may transmit to us an image cash letter which exceeds 20,000 items per file
add to or change the ICL-FI standards at any time immediately upon if you are using the unqualified ICL service or 40,000 items per file if you
notice to you. Once we receive your image cash letter,our systems will are using the qualified ICL service. You may send more than one image
process each image and associated information included in that image cash letter each day prior to your image file receipt time.
cash letter that are on-us items to determine if that image and
associated information satisfy the ICL-FI standards. If an image and (f) You agree to make original checks available to us
associated information satisfy the ICL-FI standards, the ICL-FI system promptly upon our reasonable request. You agree that you will not
will accept them. If the ICL-FI system determines an image or capture, nor will you allow any of your customers to capture, more than
associated information does not satisfy the ICL-FI standards,the ICL-FI one image of(or associated information regarding) any original check
system may reject the nonconforming image, which shall mean those and that you will not negotiate, deposit or otherwise transfer, or allow
items are sent back to you for reasons of poor quality or missing any of your customers to negotiate, deposit or transfer, any original
images. Each day we will fax to your contact that you have designated check to us or to any other person or entity after you have or that
(in a form acceptable to us) the list of rejected images which failed to customer has captured an image of (or associated information
meet the ICL-FI standards and this will be followed by a research and regarding) it. You also agree that(i)you will not transmit an image of
adjustment debit advice. In addition any image and associated (or associated information regarding)any original check to us more than
information included in an image cash letter must satisfy the quality once, (ii)you will not transmit an image of (or associated information
standards of the Federal Reserve Bank or other collecting bank to which regarding) any original check to us that you or one of your customers
we have forwarded an image and associated information for collection, has previously transmitted to any other person or entity, (iii)neither you
the "collecting bank standards." All check images which fail to meet nor any of your customers will transmit an image of (or associated
Federal Reserve Bank quality standards will be returned as an advice information regarding) any original check to any other person or entity
with attached image for each item via U.S.Mail. All check images which after you have transmitted it to us; (iv)you will not transmit an image of
fail to meet collecting bank quality standards will result in items coming (or associated information regarding) any original check to us if that
back in Return Item processing. If an image is rejected for failing to check has been used as a source document for the initiation of an ACH
meet the ICL-FI standards or the collecting bank standards, you must or other electronic debit; and(v)neither you nor any of your customers
either recapture the image and associated information and submit it in a will use any original check as a source document for the initiation of an
new image cash letter or submit the original check for deposit. Once ACH or other electronic debit after you have transmitted an image of(or
you have transmitted an image cash letter to us,you may not cancel it. associated information regarding) that check to us. You agree to use
and cause your customers to use commercially reasonable security
(d) Once we have received an image cash letter for deposit, procedures to safeguard the original checks, images and associated
we will use each image and associated information included in that information.
deposit to create a substitute check or, at our option; process it as an
electronic item. If we use an image and associated information to (g) If there is any discrepancy between check image count
create a substitute check, we will process that substitute check for and/or the total dollar amounts of the deposit reflected by you in an
deposit to your account and forward it for presentment to the financial image cash letter and our count of check images and/or the total dollar
institution on which the original check was drawn or through or at which amount of images included in the image cash letter, our count will
it was payable (that institution is referred to in these ICL-FI terms and control and the image cash letter will be rejected. We will also debit
conditions as the"drawee bank")through the check collection channels your account and send you a deposit adjustment notice for any image
that we would otherwise use to present a check to the drawee bank. If which was rejected by us for failing the ICL-FI standards or rejected for
we elect to process an image and associated information as an failing the Federal Reserve Bank quality standards or returned by any
electronic item, we will process that image for deposit to your account collecting bank for failing its collecting bank standards.
and forward it for presentment to the paying bank through the electronic
item collection channels that we would otherwise use to present an
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A,11 SU lV 1 KUST TREASURY MANAGEMENT
TERMS AND CONDITIONS
(h) We may reject, impose a special fee and/or delay 3. Your Representations and Warranties. You make all of the
processing of any image cash letter if(i)the image cash letter was not representations and warranties to us with respect to each electronic
prepared and formatted in accordance with the requirements set forth in check image and associated information that you transmit to us that you
the ECCHO Rules and ICL-FI reference materials, (ii)the number of would have made if you had deposited the original check into your
checks images or batches of check images in the image cash letter,the account. You further agree to the Sending Bank Warranties and
dollar amount of a batch of check images in an image cash letter or the Indemnification as provided in ECCHO Rules Section XIX(M).
total dollar amount of the image cash letter does not match what is
included in the presentment notice for that image cash letter,and(III)the 4. Your Indemnification Obligations. In addition to any other
number of check images in all image cash letter files transmitted to us obligation you have to indemnify us, you agree to defend, indemnify,
on any banking day, exceed the number permitted under these ICL-FI protect and hold us, our affiliates and our respective officers, directors,
terms and conditions. employees, attorneys, agents and representatives harmless from and
against any and all liabilities, claims, damages, losses, demands, fines
(i) Returns will be handled by printing substitute check (including those imposed by any Federal Reserve Bank, clearing house
documents and returning them through existing paper return channels. or funds transfer system), judgments, disputes, costs, charges and
As a financial institution you act as the bank of first deposit(BOFD) on expenses (including litigation expenses, other costs of investigation or
all items you deposit with us. This will require you to place a BOFD defense and reasonable attorneys' fees) which relate in any way to
endorsement on all physical items deposited and/or a 26 record a the receipt b an person or entity of i an electronic item ii a
PY P O P Y YP ty O � O
containing the BOFD record on all image cash letter items deposited substitute check or (iii)a paper or electronic representation of the
with us. This endorsement must be in compliance with Regulation CC original check or the substitute check that we create from a electronic
regarding content and placement, ANSI x9.37 standard, and as check image and associated information that you transmit to us,instead
provided in ECCHO Rules Section XIX(E). of the original check,or(b)any encoding error on any check included in
an image cash letter, or (c)the delayed processing of any returned
(j) As the BOFD, you are expected to be the primary agent items by any subsequent bank for any items that were processed as
of resolution of all research items. As the BOFD, your organization has electronic items, or (d)a remotely created check being included in an
total access to the clearing cycle of each item deposited with us. As image cash letter. This obligation to indemnify, defend and hold
your clearing agent, we do not have access to all of the returns harmless is limited to the extent provided under Section 768.28, Florida
information and as such we are less able to resolve all research items. Statutes.
You may re-deposit indemnified copies of previously missing items with
us at any time through any depository channel.
Image Delivery Services
1. Description of the Image Delivery Services. The image file of images using the same delivery method. Details regarding these
transmission feature for Image Delivery Services includes the delivery of Image Delivery Services, their functionality and certain requirements
imaged items such as paid items, returned items, deposit tickets and that you must follow when using the Image Delivery Services are
deposited items through the Online File Transfer service. The images of provided in the Image Delivery reference materials as they are updated
the various items, as well as images or text files of account statements, from time to time.
selected by you are downloaded and transmitted on a variety of time
frames. The CD-ROM feature for Image Delivery Services includes the (a) Image file transmission —after online delivery, you have
delivery of imaged items such as paid items, returned items, deposit access to your imaged items along with indexed fields of information
tickets and deposited items with an encrypted CD-ROM delivery that can be downloaded directly into your image archiving systems.
process available on a variable basis.The various items selected by you Image file transmissions are encrypted and are transmitted using File
will be imaged, MICR corrected, balanced, and posted before delivery. Transfer Protocol (FTP). You must designate a contact responsible for
If any deposited items are out of balance for an account (total of receiving or retrieving your image file transmissions. You will retrieve
deposited items does not match deposit ticket), then those deposited your image file transmissions after setup on Online File Transfer service
items will not be included in any of the Image Delivery Services. You by using the unique user ID and password assigned to your company. If
may also select certain one-time historical CD-ROM services for any of you elect for us to"push"your image file transmissions to you, you can
the imaged items, such as a one month CD-ROM, a twelve month CD- provide us the information needed to access your computer system to
ROM or a seven year archive CD-ROM. deliver the files. We will send the URL address and the user ID and
password to the person you designate as your contact.
2. Selection of Image Delivery Services. You may select either
image file transmission or CD-ROM delivery method for the various (b) CD-ROM - after delivery by express mail, you have
items selected by you with respect to the accounts that you have or may access to your imaged items along with indexed fields of information to
in the future identify to us and that we have agreed to include in your facilitate research and for long term archival purposes.CD-ROM images
setup for the Image Delivery Services. Your selection for each account can be retained on the CD-ROM or downloaded onto your computer.
is reflected in your Image Delivery service profiles, which may be You must designate a security administrator responsible for accepting
grouped under a lead account for all accounts capturing the same types the software used to access the CD-ROM images.The CD-ROM will be
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G ��{�, TREASURY MANAGEMENT
SUN RUST TERMS AND CONDITIONS
encrypted to protect your data during transit. We will assign encryption controlling access to and maintaining the confidentiality of the security
codes that your security administrator will use to de-encrypt and access procedures, authorization codes and encryption codes and you must
the CD-ROM. Before you may use the CD-ROM Image Delivery promptly report any breach of that confidentiality to us. You are also
Service, you must have or obtain a computer and related software completely responsible for the actions of your users to whom we or your
materials necessary to access electronic images of (and associated security administrator or your contact provide authorization codes or
information regarding)checks that are imaged on the CD-ROM. As part encryption codes and any other person who has obtained access to
of providing the CD-ROM Image Delivery Service, our vendor will your authorization odes or encryption codes. You represent and
sublicense the software and related materials to you that you need to warrant that you will maintain commercially reasonable security
access electronic images of (and associated information regarding) procedures to prevent unauthorized access to or any misuse of the
checks. The software and related materials are referred to as the imaged items or misuse of the information contained in the imaged
"software materials". You must download the software materials and items once you have received image file transmissions or CD-ROMs.
install them on a computer that you will use in connection with the
Image Delivery Services. 3. Imaged Items. You agree that we will have no liability for
any missing image or if any image we capture is not legible. Our
(c) Security Procedures-you agree that the security responsibility for missing or illegible images is to use reasonable efforts
procedures noted above for the Image Delivery Services you select are to provide a replacement image.
commercially reasonable. You are completely responsible for
Online Bill Consolidator Service
1. Description of the OBC Service. The Online Bill Consolidator or otherwise obtain access to the online bill payment service of an
or "OBC" service enables you to receive remittance information online payment processor.
regarding payments sent to you through the online bill payment service
of any third-party online payment processor(each, an "online payment (c) You agree to complete, sign and give us or the
processor")that participates in the OBC service. You may use the OBC applicable online payment processor all forms required to receive
service with respect to the accounts identified in your OBC service payments and remittance information for payments processed through
profiles and the online payment processors that are identified in our an online payment processor's online bill payment service,including an
records, as those profiles and records are in effect at the relevant time, ACH debit authorization form.
and that we have included in our implementation of your setup for the
OBC service. Details regarding the OBC service's functionality and 3. Remittance Files;Settlement;Reconcilement;Posting.
requirements that you must follow when using the OBC service are (a) Once you have been enrolled as a biller in an online
provided in the OBC reference materials, as we update them from time
to time. payment processor's online bill payment service and we have
completed our implementation of your setup for the OBC service, that
2. Enrolling as a Biller. online payment processor will send us remittance information regarding
payments sent to you through that online payment processor's online bill
(a) You authorize us to enroll you as a biller for which payment service. After we receive that remittance information from an
remittance information should be provided to us in each online bill online payment processor,we will reformat it in accordance with the file
payment service identified in our records as they are in effect at the formatting requirements we have agreed to with you and create a file of
relevant time using the information you give us in connection with our such reformatted remittance information (each, a "remittance file").
implementation of your OBC setup. That information is referred to in Unless an earlier deadline for an online payment processor's online bill
these OBC terms and conditions as your "biller profile." You must payment service is provided in the OBC reference materials or any
ensure that all information you give (or a third party on your behalf guides, rules or other documentation (collectively, the "online payment
gives) us or an online payment processor to enroll you as a biller or processor's documentation") governing participation in such online
otherwise for use in the online bill payment service of an online payment payment processor's online bill payment service as it is in effect at the
processor is complete and accurate at all times and in all respects. If relevant time, we will send each remittance file to you no later than the
you learn or have reason to believe that any such information is or may first banking day after the day we receive the relevant remittance
not be complete and accurate in all respects,then you must notify us as information from an online payment processor. You may designate(in a
soon as reasonably practical and take such operational and other steps form acceptable to us) whether we send your remittance files by (1)
as we or the applicable online payment processor reasonably require to appending them to your file of items processed in your wholesale or
correct the information and appropriately adjust any sums remitted in scannable lockbox service setup, if you use either of those services, or
response to our reliance on the incomplete or inaccurate information. (2)as a separate transmission. You may elect(in a form acceptable to
us) to have remittance information from multiple online payment
(b) You represent and warrant to us that you do not owe any processors included as separate batches in one file. You are solely
outstanding amounts to an online payment processor and that you are responsible for maintaining copies of all remittance files that we send or
not currently using(and,so long as we are providing the OBC service to otherwise make available to you.
you,will not use)the services of any other financial institution to enroll in
Page 36 of 63
TREASURY MANAGEMENT
G SUST TERMS AND CONDITIONS
(b) Each online payment processor will be solely responsible customer account and post the payment within that period,then(unless
for settling all payments sent to you through that online payment a shorter period for an online payment processor's online bill payment
processor's online bill payment service and that are reflected in each service is provided in the OBC reference materials or that online
remittance file. The applicable online payment processor will do so by payment processor's documentation) you must request (in a form
sending one or more ACH credit entries to the account (each a acceptable to us) that we return the payment and we must receive that
"settlement account")included in our implementation of your OBC setup request no later than 5:00 p.m. ET (the "returns deadline") on the
that is identified as the settlement account for that online payment second banking day after the file header date of that remittance file and,
processor in our records as they are in effect at the relevant time. Each if required by the applicable online payment processor, notify the
settlement for a payment credited to a settlement account is provisional applicable online payment processor directly by the time specified in
until the online payment processor receives final settlement from the such online payment processor's documentation. If a remittance file
originator of that payment. All payments credited to a settlement contains incorrect information, but you are able to post the payment,
account,or otherwise owed to you,for payments sent to you through an then (unless a shorter period for an online payment processor's online
online payment processor's online bill payment service are subject to bill payment service is provided in the OBC reference materials or that
any rights that online payment processor may have to unwind online payment processor's documentation) you must give us a notice
transactions and exercise setoff under that online payment processor's (in a form acceptable to us) that describes what was incorrect in the
documentation. remittance information no later than the returns deadline on the day that
is two banking days after the file header date of that remittance file and,
(c) You are solely responsible for reconciling the remittance if required by the applicable online payment processor, notify the
information in each remittance file to the ACH credits you receive from applicable online payment processor directly by the time specified in
each online payment processor. If you are unable to reconcile the two, such online payment processor's documentation.
you must notify us of the inconsistencies by the end of our banking day
on the day you receive the ACH credit. If you have notified us in the (b) You may not refuse to accept a payment that one of your
time required, we will use good faith efforts to resolve any such customers sends you through an online payment processor's online bill
inconsistencies with the applicable online payment processor. payment service unless (i) the customer account data for that payment
is incorrect or incomplete or (ii) you have elected not to accept any
(d) You are solely responsible for posting each payment payments from that customer. If you are not willing to accept any
reflected in a remittance file to the correct customer account in your payments from a customer, then (unless a shorter period for an online
receivables system. Unless an earlier time for posting for an online payment processor's online bill payment service is provided in the OBC
payment processor's online bill payment service is provided in the OBC reference materials or that online payment processor's documentation)
reference materials or that online payment processor's documentation, you must request (in a form acceptable to us) that we return the
you must electronically post each payment reflected in a remittance file payment no later than the returns deadline on the day that is two
to your receivables system so that such payment is posted to the correct banking days after the file header date of the remittance file containing
customer account before your posting cut-off time on the calendar day that payment information.
immediately following the date we received the remittance information
included in that remittance file from an online payment processor, as (c) Some online payment processors offer a "guaranteed
reflected by the date in the file header information (the "file header payment" option as described in the OBC reference materials. If an
date"). If the immediately following calendar day is a holiday or online payment processor does not offer such an option or your biller
weekend day, you must post the payment on the immediately following profile does not require guaranteed payments from an online payment
business day, and you must also backdate the time the payment is processor that offers such an option, originators can initiate reversals of
shown to have been posted in your receivables system so that it reflects payments previously made to you through that online payment
it was posted before your payment posting cut-off time on the calendar processor's online bill payment service, and that online payment
day immediately following the file header date. processor will send an ACH debit entry to your settlement account(or
such other account as you may have designated to that online payment
4. Returns:Refusals: Reversals. processor) for such reversals. We will not have any responsibility for
any reversals processed through an online payment processor's online
(a) If you are unable to determine from a remittance file the bill payment service or debits by an online payment processor to one of
correct customer account to which a payment should be posted, then your accounts to reverse a payment. If you want us to attempt to return
(unless a shorter period for an online payment processor's online bill an erroneous reversal entry, then (unless a shorter period for an online
payment service is provided in the OBC reference materials or that payment processor's online bill payment service is provided in the OBC
online payment processor's documentation) you must complete your reference materials or that online payment processor's documentation)
research of the payment and post it to the correct customer account you must request(in a form acceptable to us)that we return the reversal
within two banking days from the file header date of that remittance file. entry no later than the returns deadline on the day that is one banking
You may not post the payment to a general ledger suspense account or day after the settlement date of the reversal entry. We will use good
otherwise hold the payment beyond that period while you continue to faith efforts to honor your request to return a reversal entry,but will have
research the payment. If you have been unable to determine the correct no liability if we cannot effect the return or your return request is not
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honored by the applicable online payment processor. You agree to amounts or other obligations we owe an online payment processor that
reimburse us for any expenses we may incur in attempting to honor your are related in any way to your use of that online payment processor's
return request. online bill payment service, (ii)faulty or erroneous information or
instructions you give us or an online payment processor, (iii)any of your
(d) In addition to any other rights we may have to act on errors or delays in posting a payment to your accounts receivable
instructions we believe in good faith to have been given by a person you system, (iv)any breach of any of your other obligations under these
have authorized, we may act upon any request or notice we receive OBC terms and conditions, or(v)any of your acts or omissions which
pursuant to this Section 4 that we believe in good faith to have been result in a breach by you or us of the terms of any online payment
given by one of your authorized users. processor's documentation. This obligation to indemnify, defend and
hold harmless is limited to the extent provided under Section 768.28,
5. Limitation of Liability;Disclaimer; Indemnity. In addition to any Florida Statutes.
other limits on our liability under the agreement and to the extent
permitted by applicable law, you agree that we will not have any liability 6. Online Payment Processor Documentation. Your use of the
for any acts or omissions of an online payment processor (including, OBC service is subject to the terms of each online payment processor's
without limitation, (a)any error or delay in processing any payments or documentation. You agree to take all actions we deem necessary for
remittance information through that online payment processor's online both you and us to be in compliance with each online payment
bill payment service (including, without limitation, any error or delay in processor's documentation. You agree that we are not obligated to take
initiating any funds transfers to you), (b)any breach of confidentiality of any action under these OBC terms and conditions that would cause us
any information (including, without limitation, any of your or your to breach the provisions of any online payment processor's
customers' payment, account or personal information), (c)the documentation. You agree that none of our obligations under any online
inaccuracy of any remittance information, or (d)any reversals or other payment processor's documentation create obligations for us under
debits initiated against your account). Neither we nor any online these OBC terms and conditions unless expressly set forth as our
payment processor makes any representations or warranties of obligations in these OBC terms and conditions.
any kind with respect to that online payment processor's online bill
payment service or the OBC service, including any implied 7. Termination. You or we may terminate your use of the OBC
warranties of merchantability or fitness for a particular purpose. In service immediately upon written notice to the other panty, provided that
addition to any other indemnity obligation you have under the any termination by you will not be effective until we have had a
agreement and to the extent permitted by applicable law, you agree to reasonable time to act on your notice.
defend, protect, indemnify and hold us harmless from and against any
claims, liabilities, losses, damages, costs and expenses (including,
without limitations, attorneys' fees) arising from or related to (i)any
Online Bill Presentment and Payment Service
1. Description of the Online Bill Presentment and Payment financial institution or"ODFI"for each ACH debit entry initiated through
Service. The Online Bill Presentment and Payment or"OBPP" service your setup of the OBPP service. Similarly,you will be the"merchant'for
enables you to electronically collect bill payments from your customers each credit or debit card charge initiated through your setup of the
(each, a "payer") by initiating ACH debit entries against their deposit OBPP service. However, we do not act as the merchant bank
accounts or by initiating charges against their credit or debit cards. processor or "acquirer" with respect to those credit or debit card
These ACH debit entries and credit or debit card charges (which are charges. Instead,the OBPP service merely routes information for those
generically referred to in these OBPP terms and conditions as credit or debit card charges to your third-party merchant bank
"payments") are initiated in response to payment authorizations payers processor, which will act as the acquirer for those credit or debit card
submit through the Internet or give your authorized users over the charges. In order to initiate credit or debit card charges through the
telephone. The OBPP service is one of the online services described in OBPP service you must have entered into a merchant services
the general terms and conditions. Details regarding OBPP's agreement with a third-party merchant bank processor that is
functionality and certain requirements that you must follow when using acceptable to us and with whom we have entered into an agreement
the OBPP service are provided in the OBPP reference materials as we regarding certain issues relating to your use of the OBPP service. A list
update them from time to time. When first launched, the OBPP service of acceptable merchant bank processors with whom we have such
will only provide the ACH functionality described in these OBPP terms agreements is set forth in the OBPP reference materials as we update
and conditions. We will notify you when the card functionality is them from time to time. We need you to work with us and to provide us
available. with certain information to implement your setup for the OBPP service.
2. Functioning of the OBPP Service. Each payment You agree to give us all of this information in a form that is acceptable to
authorization that you or a payer submits through the OBPP service will us.
initiate a payment in accordance with these OBPP terms and conditions. 3. Origination and Processing of Payments.
You will be the"originator"and we will act as the originating depository
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(a) Payment authorizations may be submitted through the (d) An authorized user may also use the biller website to
OBPP service by (i)a payer through an Internet website (the "biller initiate payments against a payer's deposit account or credit or debit
website")we provide or(ii)an authorized user through the biller website card based on a verbal authorization that payer gives an authorized
based on a verbal authorization a payer gives an authorized user over user over the telephone, but only if(1)the payer initiated the telephone
the telephone. The biller website is part of the"OBPP system"
we use call or(2)you have an existing business relationship with the payer as
to provide the OBPP service to you. You must provide and maintain a more fully described in the OBPP reference materials as they are in
secure link to the biller website on your general website and are effect at the relevant time. An authorized user must provide the
responsible for ensuring that this link takes a payer to the appropriate information specified in the OBPP reference materials as they are in
area within the biller website. You are also responsible for providing effect at the relevant time to the payer and obtain the payer's
data concerning each payer that uses this link in a manner that meets unambiguous verbal authorization prior to initiating a payment through
our encryption or security requirements during the linking process. the biller website. After an authorized user has initiated a payment
(b) Before a payer may submit a payment authorization through the biller website, the OBPP system will automatically send the
through the OBPP service, that payer must be registered in the OBPP payer a notice confirming that verbal authorization to the payees email
system. A payer may self-register through the biller website or an address as then reflected in the OBPP system. This confirmation notice
authorized user may register a payer through the biller website based must comply with the ACH rules or the card rules,as applicable.
on information that payer gives an authorized user over the telephone. (e) Each ACH debit entry initiated through the OBPP service
The registration process must include a commercially reasonable fraud will be originated using a WEB, TEL or CCD entry code. The OBPP
detection system and commercially reasonable procedures to verify the system will assign an entry code based on information provided by the
identity of the payer. At your option (as reflected in your OBPP service payer or an authorized user when initiating the payment.
profile), payers may be allowed to give payment authorizations (fl A charge to a payer's creditor debit card initiated through
immediately following the registration process or may be prohibited from the OBPP service will be processed and charged against that card on
giving payment authorizations until you have authorized them to do so. the"payment date"of the relevant payment authorization. On the other
(c) The biller website will be formatted in accordance with hand, an ACH debit entry to a payer's deposit account initiated through
the specifications that you give us in connection with our implementation the OBPP service will not be processed and debited against that
of your setup for the OBPP service. You grant us the right and a license account until the business day following the "payment date" of the
to use (i) your name, trademarks, service marks, copyrights and logos relevant payment authorization. For each current payment,the payment
and other textual information in connection with the biller website and(ii) date will be the date that the relevant payment authorization is
your data in connection with the OBPP service, in each case as submitted through the OBPP system. For each scheduled payment,the
contemplated by these OBPP terms and conditions. Once a payer has "payment date" will be the future date assigned by the payer for that
accessed the biller website, that payer may authorize you to initiate a payment. If a payment authorization is submitted through the OBPP
payment against the payer's deposit account or credit or debit card on service after the deadline set forth in the OBPP reference materials as
the day that the authorization is submitted,each a"current payment,"or they are in effect at the relevant time,that payment authorization will not
to initiate one or more payments on scheduled future dates, each a be deemed to have been submitted until the next business day(which
"scheduled payment." Before a payer may submit a payment will be the payment date for that payment authorization). For purposes
authorization through the biller website, that payer must accept, while of submitting payment authorizations for an ACH debit entry only,
online, terms regarding use of the biller website that, among other Sunday will be deemed a"business day"for any payment authorizations
things, authorize you to initiate one or more payments against that submitted after the delivery deadline on Friday and before the delivery
payer's deposit account or credit or debit card,as applicable,and permit deadline on Sunday. In that regard, you may receive two files of ACH
you and us to use the data provided by the payer to process those payments on Monday (or the next business day if Monday is not a
payments(including,without limitation, consent for that data to be sent business day)--one for payments authorized before 5 p.m. on Friday
outside of the United States). These terms of use must also comply and another for payments authorized after 5 p.m.on Friday and before 5
with (i)in the case of an ACH debit entry, the NACHA operating rules p.m.on Sunday.
and guidelines as they are in effect at the relevant time, or the "ACH (g) The OBPP service will use commercially reasonable
rules" or (ii)in the case of a credit or debit card charge, the operating procedures to verify that the routing number associated with any ACH
regulations and other requirements of the entity or association that debit entry initiated using the OBPP service is valid.
issues or sponsors the applicable credit or debit card as they are in
effect at the relevant time, or the "card rules". We may provide you 4. Administrative Functions. You may use the biller website to
sample terms of use. Through the biller website, a payer may view perform certain administrative functions in connection with your use of
scheduled payments set up in, and prior payments made through, the the OBPP service. These functions may include registering a payer,
OBPP system and (prior to the deadline for submitting payment administering and approving a payer's registration, viewing the status of
authorizations set forth in the OBPP reference materials as they are in payments,deleting payments, modifying scheduled payments, receiving
effect at the relevant time) may also delete or modify scheduled certain notices, generating and viewing certain transaction reports,
payments set up in the OBPP system. establishing authorized users and the limits on each authorized user's
authority, and downloading and uploading certain files of data. Any
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modification or deletion of a payment must be completed prior to the permissions granted to them by a security administrator. You are solely
deadline for submitting payment authorizations set forth in the OBPP responsible for establishing the security procedures an authorized user
reference materials as they are in effect at the relevant time. Reports must follow to verify the identity of a payer and the authenticity of verbal
are available to be viewed through the biller website only for the number payment or other authorizations a payer gives an authorized user over
of days set forth in the OBPP reference materials as they are in effect at the telephone before those payment or other authorizations are
the relevant time. All files uploaded or downloaded through the biller submitted through the biller website.
website will be transmitted to us or to you as you selected during our (b) A payer's use of the biller website: To access and use
implementation of your setup for the OBPP service. the biller website, a payer must log on to the biller website using that
5. Representations and Warranties. Except as otherwise payer's user id and the password, as then reflected in the OBPP
provided in section 3(g)above related to verification of routing numbers system. If a payer self-registers in the OBPP system through the biller
and in section 7(d) below related to secure connections, (a) for each website, the payer will select the payer's own user id and password. If
ACH debit entry you initiate through the OBPP service,you must comply an authorized user registers a payer through the biller website, you will
with all obligations of an originator of, and automatically make all designate the payer's user id and a temporary password. The OBPP
representations, warranties and agreements set forth in the ACH rules system will prompt the payer to change this temporary password upon
and the terms and conditions for the ACH origination service related to the initial log in to the biller website and the payer will be required to
any entries with the same entry code type as used for that ACH debit reset this temporary password before authorizing payments through the
entry and(b)for each credit or debit card charge you initiate through the biller website.
OBPP service, you must comply with all obligations of a merchant with (c) Password and user id resets: A payer may reset the
respect to, and automatically make all representations, warranties and payer's password through the biller website by providing the user id and
agreements set forth in the card rules related to that type of credit or related email address then reflected in the OBPP system. An email
debit card charge. You further represent that any payment or other notification and temporary password will be sent to the payer's email
authorization you or a payer submits through the OBPP system has address as then reflected in the OBPP system. The OBPP system will
been authorized by the relevant payer. You also represent and warrant prompt the payer to change this temporary password upon the next log
to us that our use of your (i) name, trademarks, service marks, in to the biller website and the payer will be required to reset this
copyrights and logos and other textual information in connection with the temporary password before authorizing payments through the biller
biller website and(ii)data in connection with the OBPP service, in each website. However, only an authorized user that has been given
case as contemplated by these OBPP terms and conditions, does not administrator rights may reset a payer's user id. This can be done at
infringe or otherwise violate any intellectual property or other proprietary any time through the biller website.
rights of any third party.
6. Designation of Security Administrators. You must identity at (d) Secure connection: For each session on the biller
least one person as your OBPP security administrator in your OBPP website, any payment information will be transmitted through the OBPP
service profiles as they are in effect at the relevant time. Each security system via a secure session utilizing a commercially reasonable security
administrator will be set up with full user permissions with respect to the technology that provides a level of security that, at a minimum, is
biller website, including the right to administer the rights and equivalent to 128-bit encryption technology, employed prior to the key
permissions of all other users. Each security administrator and other entry of any payment information and through transmission to us. All
user who has been granted user administration rights with respect to the payer information stored in the OBPP system will be stored in an
biller website will be a "security administrator," and will have all of the encrypted format utilizing security technology providing a level of
rights and responsibilities described in the general terms and conditions encryption that, at a minimum, is equivalent to 128-bit encryption
and these OBPP terms and conditions. In addition to the ability to technology. You and each payer must have equipment and software
administer the rights and permissions of your other users,each security that supports encryption technology equivalent to 128-bit encryption.
administrator may administer his or her own user rights and (e) PAL totals. Immediately prior to transmitting the NACHA
permissions, including adding rights and permissions. One of your formatted file to us, the OBPP system will communicate the total dollar
security administrators may also delete another security administrator or amount of the file(referred to as the"Phone Authorization Line or PAL
modify that security administrator's rights and permissions through the Total") to us through the biller website. We do not require that you
biller website. separately submit PAL totals through our PAL system to process files of
7. Security Procedures. The following security procedures ACH debit entries initiated through the OBPP service.
apply to your use of the OBPP service: You agree that these security procedures are commercially reasonable.
(a) Your use of the biller website: We will provide each 8. Protection of Our Vendor. We utilize one or more vendors in
security administrator identified in your OBPP service profiles as they providing the OBPP service. As a result, you agree that (a) each
are in effect at the relevant time with a user id and password to log on to reference to "we," "us" and "our" in any provision in the general terms
the biller website. Your authorized users must log on to the biller and conditions or these OBPP terms and conditions that limits our
website using the authorization codes that will be supplied to them by a liability to you, protects our data, intellectual property or other
security administrator. Each authorized user will have the rights and
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proprietary rights, gives us and/or our vendors a right or license to use used in these OBPP terms and conditions. If there is any inconsistency
your data, intellectual property or other proprietary rights or imposes an on a particular issue between these OBPP terms and conditions and the
indemnification obligation on you will,with respect to the OBPP service, ACH origination terms and conditions, these OBPP terms and
be deemed to include our vendors and their licensors and (b) our conditions will control. You understand and agree, however, that our
vendors and their licensors are third party beneficiaries of those agreement to provide the OBPP service does not permit you to use any
provisions and may enforce them directly against you. other aspect of the ACH origination service unless we have agreed to
9. ACH Origination Service. These OBPP terms and conditions include it in our implementation of your setup for the ACH origination
are expressly made a part of the ACH origination terms and conditions service.
and are subject to the provisions thereof. Terms that are defined in the
ACH origination terms and conditions have the same meanings when
Online Check Deposit Service
This section applies to those who use Online Check Deposit prior to November 19,2012.
Description of the OCD Service. The Online Check receipt of your information,the third party vendor will facilitate
Deposit or"OCD"service allows you to capture an electronic image your scanner acquisition. You agree that we are only providing
of an original physical paper check (and associated information this information to the third party vendor as an accommodation to you
describing that check) and to transmit that image and associated to facilitate your acquisition of a scanner and that we do not have any
information to us for deposit to your account in place of forwarding responsibility or liability for the delivery of or any aspect of the
the original physical paper check to us. The OCD service will also operation,use or maintenance of the scanner.
provide access to,and the ability to export and print,deposited check
images as well as reports regarding your use of the OCD service. (b) OCD Setups. Your authorized users for the OCD
Details regarding OCD's functionality and certain formatting and service (and the accounts with respect to which each such
other technical requirements that you must follow when using the authorized user may use the OCD service to make deposits or obtain
OCD service are provided in the OCD reference materials as we information or reports) are designated in your OCD service profiles
update them from time to time. The OCD service may not be used as they are in effect at the relevant time. The OCD service also
outside of the United States without our prior written approval and offers you the option (through its Location Identifier function) of
may not be used to capture an electronic image of a remotely assigning a Location ID number or alphanumeric description for
created check(as that term is defined in Regulation CC). each store, branch or office (each of which is referred to as a
"location") for which deposits are captured and transmitted to us
Operation of the OCD Service. through the OCD service. Your election to use the Location ID
function and the numbers and/or descriptions for each location are
(a) Required Hardware and Software. Before you may reflected in our implementation/setup forms for the OCD service as
use the OCD service, you must have or obtain a personal computer, they are in effect at the relevant time. You must provide us with the
printer,scanner and related software necessary to capture electronic street address for each scanner to include in our implementation of
images of (and associated information regarding) checks that you your setup for the OCD service. Please note that you must notify us
receive. The scanner must be a model that we have approved. As before you add, delete, or relocate any scanner so that addition,
part of providing the OCD service,we will sublicense the software to deletion or relocation can be reflected in your OCD service profiles.
you that you need to capture electronic images of (and associated If you want to completely delete an account that is included in our
information regarding)checks. You must download the software and implementation of your setup for the OCD service,you must delete it
install it on a personal computer that you will use in connection with from the setup for each authorized user in which it is included as
the OCD service. A separate copy of the software materials must be reflected in your OCD service profiles as they are in effect at the
downloaded for use with each personal computer (for reviewng relevant time. Each account or authorized user you have previously
reports) and for each appoved scanner and personal computer that identified to us continues to be authorized unless you confirm an
you need to capture electronic images of(and associated information OCD service profile that deletes that account or authorized user.
regarding) checks. You must notify us and obtain our approval Any authorized user will be able to access information regarding
before you download each copy of the software. You must have or deposited checks and reports for their assigned accounts from any
acquire each approved scanner needed by you to utilize the OCD personal computer on which the software has been downloaded and
service. You acknowledge that you previously acquired or are installed, even if there is no a scanner attached to that personal
currently acquiring each scanner directly from a third party vendor computer and/or it is located at a different address than listed for that
and, as a result, all warranty obligations and contracts are to be authorized user in your OCD service profiles as they are in effect at
handled directly with that vendor. At your request,we may provide the relevant time. Additional information regarding the Location
(in a form acceptable to us)your contact information and your Identifier function, plus adding or deleting accounts, locations or
scanner acquisition information to a third party vendor. Upon authorized users is available in the OCD reference materials.
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(c) Capturing Check Images and Information. In order to the drawee bank through the electronic item collection channels that
use the OCD service to capture check images (and associated we would otherwise use to present an electronic item to the drawee
information) or review reports, you must log on using one or more bank. In either event,your deposit will be subject to the terms of any
authorization lodes that we will distribute directly to the authorized agreement we have with other financial institutions relating to the
users designated in a service profile for this service. Separate presentation of substitute checks or electronic items. We will make
authorization codes may be issued to an authorized user for each funds for each substitute check or electronic item that we process for
OCD service setup in which the authorized user is included. After deposit to your account available to you under the same schedule
you have logged on,you will be required to provide us a control total that would have applied if you had deposited the original check to
for each deposit that you are going to capture. The control total is your account on the business day that we received the file containing
the total dollar amount of all checks included in a particular deposit. a conforming image of that check.
After you have provided the control total for a deposit, using the
personal computer,scanner and software(all of which are referred to (e) Returns and Rejected Images. If we determine an
in these OCD terms and conditions as your"OCD system"),you may image or associated information is not in a satisfactory form or is a
capture an electronic image of (and associated information duplicate,we may reject the nonconforming image or duplicate item,
regarding)any original physical paper check that you have endorsed which means those items are sent back to you for reasons of poor
and that meets the standards for processing an image for deposit quality, missing images or duplicate items. A summary debit
(including those set forth in the OCD reference materials). Those adjustment will be made to your account and a debit advice will be
standards are referred to in these OCD terms and conditions as the sent to you. In addition, any image and associated information
"OCD standards." As you capture images and associated included in a deposit must satisfy the quality standards of the Federal
information for each check included in a deposit, the OCD system Reserve Bank or other collecting bank to which we have forwarded
processes them to determine if they satisfy the OCD standards. If an an image and associated information for collection, the "collecting
image and associated information satisfy the OCD standards, the bank quality standards." All check images which fail to meet
OCD system will accept them. If the OCD system determines an collecting bank quality standards will be sent to you as a return
image or associated information does not satisfy the OCD standards, advice with attached image for each item. There are no specific
the OCD system will reject the nonconforming image or information timelines for these types of adjustments, but they are usually
and ask you to rescan the check, manually provide or verify completed within thirty business days of deposit. If an image is
information or, for certain image quality failures, elect to submit the rejected for failing to meet the OCD standards or the collecting bank
image or associated information as captured. Please note that the quality standards, you must take corrective action to either recapture
inclusion of this limited election to submit an image as captured in the the image and associated information and submit it in a new OCD or
OCD system does not relieve you of the representations and submit the original check for deposit.
warranties you make with respect to each image and associated
information you transmit to us. Once all of the images and Original Checks and Captured Images. You agree to
associated information for a deposit have been processed, the OCD use commercially reasonable security procedures to safeguard the
system will provide you a summary of the deposit and ask you to original physical paper checks, images and associated information in
submit the deposit to us. Once you have submitted a deposit to us, your possession after you have transmitted images of such items to
you may not cancel it. We must receive your deposit by the then- us and you agree to make such items available to us promptly upon
current deadline set forth in the OCD reference materials. In that our request. You agree that you will not capture more than one
regard, we are not liable for any delays or errors in transmission of image of(or associated information regarding)any original check and
the images or associated information. If the OCD service is not that you will not negotiate, deposit or otherwise transfer any original
available,you must make your deposits by another method, such as check to us or to any other person or entity after you have captured
an in-person deposit at one of our branches or a deposit by mail. an image of(or associated information regarding)it. You also agree
that (i)you will not transmit an image of(or associated information
(d) Processing of Images and Information. Once we have regarding) any original check to us more than once, (ii)you will not
received a deposit, we will use each image and associated transmit an image of (or associated information regarding) any
information included in that deposit to create a substitute check or, at original check to us that you have previously transmitted to any other
our option, process it as an electronic item. If we use an image and person or entity, (iii)you will not transmit an image of(or associated
associated information to create a substitute check, we will process information regarding) any original check to any other person or
that substitute check for deposit to your account and forward it for entity after you have transmitted it to us; (iv)you will not transmit an
presentment to the financial institution on which the original check image of(or associated information regarding) any original check if
was drawn or through or at which it was payable (that institution is that check has been used as a source document for the initiation of
referred to in these OCD terms and conditions as the"drawee bank") an ACH or other electronic debit; and(v)you will not use any original
through the check collection channels that we would otherwise use to check as a source document for the initiation of an ACH or other
present a check to the drawee bank. If we elect to process an image electronic debit after you have transmitted an image of(or associated
and associated information as an electronic item,we will process that information regarding)that check to us.
image for deposit to your account and forward it for presentment to
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3. Your Representations and Warranties. You make all of the This section applies to those who use Online Check Deposit
representations and warranties to us with respect to each captured after November 19,2012. For those of you who were using the
check image and associated information that you transmit to us that Online Check Deposit Service prior to November 19,2012,this
you would have made if you had deposited the original physical section applies to you upon your notice from us of your
paper check into your account. In addition, you represent and migration to the new platform.
warrant to us with respect to each captured check image and
associated information that you transmit to us that(a)the image and
associated information (i)accurately represent all of the information 1. Description of the OCD Service and Restrictions on Use
on the front and back of the original physical paper check at the time The Online Check Deposit or"OCD" service and the Intemet-based
the image and associated information were captured and (ii)are OCD system allow you to capture an electronic image of an original
otherwise sufficient for us to satisfy our obligations as the truncating physical paper check and an image of associated information
describing that check including optical character recognition OCR
and reconverting bank and (b)no person or entity will receive a 9 9 P ce9 (OCR)
ns
transfer,presentment or return of,or otherwise be charged for,(i)the remittance coupons and transmit the image of the check to us for
original check, (ii)an electronic item or substitute check that we deposit to your account. The OCD service also provides access to,
create from the image and associated information, or(iii)a paper or and the ability to expos` and print, deposited check images and
electronic representation of the original check or of a substitute check remittance coupon images as well as reports regarding your use of
that we create from the image and associated information, such that the OCD service. Further details regarding OCD's functionality and
the person or entity will be asked to make a payment based on a certain formatting and other technical requirements that you must
check that it has already paid. follow when using the OCD service are provided in the then current
version of the OCD reference materials which, among other things,
4. Your Indemnification Obligations. In addition to any other include a user manual for OCD system administrators and a user
obligation you have to indemnify us, you agree to defend, indemnify, manual for end users of the OCD system. The reference materials
protect and hold us, our affiliates, our vendors and our respective are contained in the Intemet-based microsite for this service. The
officers,directors,employees,attorneys,agents,and representatives OCD service may not be used outside of the United States, US
harmless from and against any and all liabilities, claims, damages, territories, US military bases or US Embassies. The OCD Service
losses, demands, fines (including those imposed by any Federal may not be used to deposit ineligible items. A list of items that are
Reserve Bank, clearing house or funds transfer system),judgments, eligible and ineligible for transmission via the OCD Service is
disputes,costs,charges and expenses(including litigation expenses, provided in the OCD reference materials.
other costs of investigation or defense and reasonable attorneys'
fees) which relate in any way to (a)the use of the OCD system or 2. Required Hardware and Software. Before you can use the
OCD service to capture an image of a remotely created check, OCD service,you must have a personal computer capable of Internet
(b)your use of the OCD system or the OCD service (other than as access, a scanner, and the related software needed to capture
expressly provided in these OCD terms and conditions) or (c)the electronic images of checks, associated information and remittance
receipt by any person or entity of (1)an electronic item, (ii)a data.The scanner must be a model that we have approved.A list of
substitute check or (iii)a paper or electronic representation of the approved scanners and technical information related to scanner
original check or the substitute check that we create from a captured installation can be found in the reference materials. When you
check image and associated information that you transmit to us, acquire a scanner from a third party vendor you agree that all
instead of the original check.This obligation to indemnify,defend and warranty obligations and contracts are to be handled directly with that
hold harmless is limited to the extent provided under Section 768.28, vendor and that we do not have any responsibility or liability for the
Florida Statutes. performance of the vendor,the delivery of the scanner or any aspect
of the operation,use or maintenance of the scanner.At your request,
5. Security Procedures. The security procedures for the OCD we may provide your contact information and information related to
service include the requirement that your authorized users log on to your desired scanner to a third party vendor. When the vendor
OCD service using the authorization lodes that we supply to them. receives your information the vendor will contact you directly to
We may replace the password portion of an authorization code upon facilitate your scanner acquisition. You agree that we are only
your request, by calling the telephone number of your authorized providing this information to the third party vendor as an
user as shown in our records and giving the new password to any accommodation to you to facilitate your potential acquisition of a
person answering the phone at that number. You agree that we may scanner and that we do not have any responsibility or liability for the
give the new password to anyone we believe in good faith is your performance of the vendor or the delivery of the scanner or any
user. Unless you otherwise instruct us to limit the use of aspect of the operation,use or maintenance of the scanner.
authorization codes to certain accounts, any set of authorization
codes issued for use with OCD service could be used to transmit or 3. Required Security Administrator and Contact. Before you
receive files through OCD service for any account that we have can use the OCD service, you must designate one person who will
included in your setup for OCD service. You agree that these act as both your primary OCD security administrator and your OCD
security procedures are commercially reasonable. contact. You will be required to confirm your selection of this
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N 1 RUST TERMS AND CONDITIONS
person. Details on how you will provide this confirmation will be standards." As the user captures an image, the OCD system will
provided to you during implementation of the OCD service. The determine if the image satisfies the OCD standards. If an image
primary OCD Security Administrator you select will have the satisfies the OCD standards, the OCD system will accept it and
authority, in his or her discretion, to then set up users and one or information associated with it. If the OCD system determines an
more additional OCD security administrators directly through the image does not satisfy the OCD standards, the OCD system will
OCD service. These additional security administrators will in turn reject the nonconforming image and ask the user to either a.)rescan
then have the ability to establish additional OCD security the check,b.)manually provide or verify information or,c.)for certain
administrators and users.Details on how you establish and terminate types of limited image quality failures, confirm the user's desire to
security administrator and user rights are addressed in the OCD submit the image or associated information as captured. Please
reference material for security administrators. Given the ability of a note that the inclusion of the ability for a user to submit an
security administrator to create additional security administrators,the image as captured in the OCD system in certain limited
term "OCD security administrator" therefore includes not only the situations does not relieve you of the representations and
primary OCD security administrator but any other user who is warranties you make with respect to each image and associated
granted administration entitlements by that OCD security information you transmit to us. Once all of the images and
administrator or any other OCD security administrator(s). Security associated information for a deposit have been scanned, the OCD
administrator and user access to the OCD Service carries with it the system will provide the user a summary of the deposit and ask the
ability to access any accounts and services included in the user to submit the deposit to us. Once the user has submitted a
functionality that is available in the OCD service. Given the deposit,it may not be cancelled.
flexibility that is designed into the OCD System to enable this
cascading of administrative and user rights for the benefit of Dual Approval Security Feature.The security procedures for
customers who require it, as a matter of your internal control the OCD service include the option to use a dual approval security
policies,you must consider carefully the person you will name protocol.The dual approval security feature requires that at least two
as your primary OCD security administrator and you must authorized users be involved in the check image capture and
develop procedures to routinely monitor the actions of all your approval process in order to submit an OCD file for deposit.One user
security administrator(s) and those to whom the primary must scan the check images and then a second user with approval
security administrator has given OCD access either as a user or permissions must release and send the check image file to the bank.
security administrator.We will provide information on such activity Only users with approval permission can submit the file to the bank
to any authorized signer who makes a request for it but the bank for processing.We highly recommend this internal control
undertakes no duty to monitor the actions of any security process for any company large enough to have more than one
administrator(s) or designated user(s). Each of your OCD security employee involved in accounts receivable and check collection
administrators, has all of the rights and responsibilities given to them and deposit processes.
in the general terms and conditions in addition to the rights and
responsibilities contained in these OCD terms and conditions and
related reference materials. 7. Processing of Images and Information. Once we have
received a deposit we will, at our option, use each accepted check
4. Deletion of Accounts Associated with the OCD Service. If image and associated information to process the check image as an
you want to completely delete an account that is included in your electronic item or to create a substitute check. If we use an image
implementation of the OCD service, an authorized signer on the and associated information to create a substitute check, we will
account must contact the bank and make this request. Additional process that substitute check for deposit to your account and forward
information regarding user entitlements and the process for adding or it through the check collection channels that we would otherwise
deleting accounts, locations or authorized users is available in the have used to present the original paper check to the bank on which
OCD reference materials for security administrators. the check is drawn. If we elect to process an image and associated
information as an electronic item, we will process that image for
5. Using OCD to Capture and Transmit Check Images s and deposit to your account and forward it for presentment to the bank on
Information. In order to use the OCD service, an authorized user which it is drawn through the electronic item collection channels that
must log on using a user ID number and password that we will we would otherwise use to present an electronic item to such bank.
distribute directly to the authorized user(s). After a user has logged In either event, your deposit will be subject to the terms of any
on, the user will be required to provide us a control total for each agreement we have with other financial institutions relating to the
deposit that he/she intends to transmit. The control total is the total presentation of substitute checks or electronic items.
dollar amount of all checks included in a particular deposit.After the
user has entered the control total for a deposit into the OCD system, 8. Deposit Credit and Altemative Deposit Methods. We must
the user may capture images of original physical paper checks and receive your deposit by the daily deadline set forth in the OCD
associated information that meets the eligibility and image quality reference materials in order for you to receive credit for that deposit
standards set forth in the OCD reference materials and in these OCD on that business day. Deposits received after the deadline will be
terms and conditions.All such standards are referred to as the"OCD considered deposited on the next business day. Deposits submitted
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TERMS AND CONDITIONS
on a Saturday,Sunday or holiday will be considered deposited on the a.) capture or transmit more than one image of
next business day following the weekend or holiday. We are not any original check;
liable for any delays or errors in transmission of the images or
associated information. If the OCD service is not available, you must b.) negotiate, deposit, or otherwise transfer any
make your deposits by another method,such as an in-person deposit original check to us or to any other person
at one of our branches or a deposit by mail. If you must make a or entity after you have captured an image
deposit by other means due to OCD service being unavailable you of it;
should deposit only checks and should retain in your possession the
other documents you would normally scan with an OCD deposit. c.) transmit an image of any original check to
us that you have previously transmitted or
9. Funds Availability. We will make funds for each substitute given to any other person or entity;
check or electronic item that we process for deposit to your account
available to you under the same schedule that would have applied if d.) transmit an image of any original check to
you had deposited the original paper check to your account. any other person or entity after you have
transmitted it to us;
10. Returns and Rejected Images. If we determine an image or
associated information is not in a satisfactory form or is a duplicate, e.) transmit an image of any original check if
we may reject the nonconforming image or duplicate item. This that check has been used as a source
means that the item is not accepted for deposit and it will be sent document for the initiation of an ACH or
back to you for reasons of poor quality, missing images or duplicate other electronic debit;or
items. A summary debit adjustment will be made to your account, in
situations where you were given credit for the item, and a debit f.) use any original check as a source
document for the initiation of an ACH or
advice will be sent to you. In addition to satisfying our image quality other electronic debit after you have
standards, any image and associated information included in a
deposit must also satisfy the quality standards of the Federal transmitted an image of (or associated
Reserve Bank or other collecting bank to which we have forwarded information regarding)that check to us.
an image and associated information for collection, the "collecting You also make all of the representations and warranties to us with
bank quality standards."We will send you all check images which fail respect to each check image that you transmit to us that you would
to meet collecting bank quality standards. There are no specific have made under the Uniform Commercial Code(UCC) if you had
timelines for these types of adjustments. They are, however, usually deposited the original physical paper check into your account.
completed within thirty business days of deposit. If an image is
rejected for failing to meet the OCD standards or the collecting bank In addition, you represent and warrant to us with respect to each
quality standards, you must take corrective action to either recapture captured check image and associated information you transmit to
the image and associated information and submit it in a new OCD file us that:
transmission or submit the original check for deposit.
11. Original Checks and Captured Images. You agree to use a.)the image and associated information(i)accurately represent all
commercially reasonable security procedures to safeguard the of the information on the front and back of the original physical
original physical paper checks, images of them and associated paper check at the time it was received by you and at the time the
information in your possession both before and after you have image and associated information were captured; and (ii)are
transmitted images of such items to us. You also agree to make all otherwise sufficient for us to satisfy our obligations as the
truncating and reconverting bank; and
such items available to us promptly upon our request.You also agree
to establish reasonable retention and destruction schedules, policies b.)no person or entity will receive a transfer, presentment or return
and procedures for paper checks that are retained by you after they of, or otherwise be charged for, (i)the original check, (ii)an
have been scanned and submitted for deposit and to employ electronic item or substitute check other than the one that we
methods to stamp or mark the front of such items as having been create from the image and associated information,or(iii)a paper or
previously deposited, and to establish general internal control electronic representation of the original check or of a substitute
procedures related to physical and logical security related to access, check other than the one that we create from the image and
transmission,storage, and disposal of items you have transmitted for associated information, such that the person or entity will be asked
deposit. to make a payment based on a check that it has already paid.
12. Your Representations and Warranties. You represent, 13. Duty of Cooperation, Document Production, Audit. You
warrant and agree that you will not: agree that you shall make original and imaged documents available
to us to facilitate investigations related to unusual transactions or
poor image quality transmissions, or to resolve disputes. You further
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,01110 SUN TRUST RUST TERMS AND CONDITIONS
agree that we, at our option, upon prior notice, may perform periodic officers,directors,employees,attorneys,agents,and representatives
audits of your processes related to use or proposed use of the OCD harmless from and against any and all liabilities, claims, damages,
service including your IT, security and internal control infrastructure losses, demands, fines (including those imposed by any Federal
related to your use of the OCD service.You agree that we have the Reserve Bank, clearing house or funds transfer system),judgments,
right to mandate specific internal controls at any of your locations that disputes,costs,charges and expenses(including litigation expenses,
use the OCD service where we deem such actions necessary to other costs of investigation or defense and reasonable attorneys'
protect the security and integrity of the OCD service or where fees) which relate in any way to (a)the use of the OCD system or
required or expected by bank regulators, and that we may terminate OCD service to capture an image of a remotely created check,
the service if you refuse to implement such controls. You further (b)your use of the OCD system or the OCD service in a manner
agree that we have the right, in general, to terminate the OCD other than as expressly provided in these OCD terms and conditions
service pursuant to the rights of termination stated in the general or(c)the receipt by any person or entity of(i)an electronic item, (ii)a
terms and conditions for all services and to delay or refuse to substitute check or (iii)a paper or electronic representation of the
process transactions, including OCD transactions, for the reasons original check or the substitute check that we create from a captured
stated in the general terms and conditions for all services. check image and associated information that you transmit to us,
instead of the original check.This obligation to indemnify,defend and
14. Your Indemnification Obligations. In addition to any other hold harmless is limited to the extent provided under Section 768.28,
obligation you have to indemnify us, you agree to defend, indemnify, Florida Statutes.
protect and hold us, our affiliates, our vendors and our respective
Online Courier Service
1. Description of the OLC Service. The SunTrust Online Courier OLC security administrator and a person who will act as your OLC
or"OLC"service is an information reporting service that is available over contact. These people will have all of the rights and responsibilities
the Internet or dedicated telephone lines. It is one of the online services described in the general terms and conditions and will be identified in
described in the general terms and conditions. You may use the OLC your OLC service profiles as they are in effect at the relevant time.
service with respect to the accounts and services that you have
identified (in a form acceptable to us) and that we have included our 3. Fees. Fees for the OLC service will be charged to the
implementation of your setup for the OLC service. Details regarding account that is identified in your OLC service profiles as they are in
OLC's functionality and certain formatting and other technical effect at the relevant time.
requirements that you must follow when using the OLC service are
provided in the OLC reference materials as we update them from time to 4. Security Procedures. The security procedures for the OLC
time. service include the requirement that your users log on to the OLC
service using the authorization codes that will be supplied by your
2. Designation of Security Administrator and Contact. In order to security administrator as described in the general terms and conditions.
use the OLC service, you must designate a person who will act as your You agree that these security procedures are commercially reasonable.
Online File Transfer Service
1. Description of the OFT Service. The SunTrust Online File have instructed us (in a form acceptable to us) to limit the use of
Transfer or "OFT" service is an Intemet-based data transmission authorization codes to certain accounts and/or services, you should
service. It is one of the online services described in the general terms understand that if multiple sets of OFT authorization codes have been
and conditions. Details regarding OFT's functionality and certain issued, any set of authorization codes may be used to transmit files
formatting and other technical requirements that you must follow when through the OFT service for any service or account that we have
using the OFT service are provided in the OFT reference materials as included in your set up for the OFT service, whether or not the specific
we update them from time to time. authorization codes being used were intended to be used with the
particular account or service.
2. Use of the OFT Service. You may use the OFT service with
respect to the accounts and services that are identified in your OFT 4. Designation of Contact. In order to use the OFT service, you
service profiles as they are in effect at the relevant time and that we must designate at least one person who will act as your OFT contact.
have included in our implementation of your setup for the OFT service. This person will have all of the rights and responsibilities described in
In that regard, if your service profile for any other service includes the general terms and conditions and these OFT terms and conditions
information regarding an OFT contact, those service profiles constitute and will be identified in your OFT service profiles as they are in effect at
OFT service profiles as well. the relevant time. If you name only one such person on all of your OFT
service profiles, then that person will act as your OFT contact for all
3. Multiple Authorization Codes. OFT authorization codes are accounts and services included in your set up for the OFT service. If
not tied to any particular account or service. As a result, unless you you want a separate OFT contact for one or more accounts and
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TERMS AND CONDITIONS
services, then each of those separate OFT contacts must be identified 6. Security Procedures. The security procedures for the OFT
in your OFT service profiles as they are in effect at the relevant time. service include the requirement that your users log on to the OFT
You may also name a person as your backup OFT contact. If you name service using the authorization codes that we supply to your OFT
only one such person on all of your OFT service profiles, then that contact(s) as described in the general terms and conditions. In that
person will act as your backup OFT contact for all accounts and regard, we will replace the password portion of an authorization code
services included in your set up for the OFT service. If you want a upon your request. We will do so by calling the telephone number of
separate backup OFT contact for one or more accounts and services, your OFT contact(s)listed in your OFT service profile as it is in effect at
then each of those separate backup OFT contacts must be identified in the relevant time and giving the new password to the person answering
your OFT service profiles as they are in effect at the relevant time. the phone at that number. You agree that we may give the new
password to anyone we believe in good faith is your authorized user.
5. Fees. Fees for the OFT service will be charged to the account You agree that these security procedures are commercially reasonable.
identified in your OFT service profiles as they are in effect at the
relevant time.
Online Treasury Manager er Service
1. Description of the Online Treasury Manager Service. The security administrator designated on one of your service profiles in
SunTrust Online Treasury Manager or "OTM" service is an Internet- effect at that time, you are solely responsible for updating your service
based information reporting and transaction initiation service. It is one profiles to delete that person from the service profiles as well, so that
of the online services described in the general terms and conditions. your service profiles and authorizations in the OTM service are
Details regarding OTM's functionality and certain formatting and other consistent. We may rely on information in your service profiles as they
technical requirements that you must follow when using the OTM are in effect at the relevant time, and we have no responsibility if the
service are provided in the OTM reference materials as we update them authorizations you have granted directly through the OTM service are
from time to time. not consistent with your service profiles.
2. Use of the OTM Service. You may use the OTM service with 4. Fees. Fees for the OTM service will be charged to the
respect to the accounts and services that you have identified (in a form account(s)identified in your OTM service profiles as they are in effect at
acceptable to us) and that we have included in our implementation of the relevant time.
your setup for the OTM service at the relevant time.
5. Security Procedures. The security procedures for the OTM
3. Security Administrators and Contact. In order to use the OTM service include the requirement that each of your users logs on to the
service, you must designate at least one person who will act as your OTM service using that user's authorization codes. Your users should
OTM security administrator and a person who will act as your OTM not give their authorization codes to any other person or use them
contact. You may identify your OTM security administrator(s) and your anywhere other than within the OTM service. The user's initial
OTM contact we are to include in our implementation of your setup of authorization codes will be supplied by an OTM security administrator
the OTM service in your OTM service profiles as they are in effect at the as described in the general terms and conditions. You are solely
relevant time. You may set up one or more additional OTM security responsible for developing appropriate checks and balances to
administrators directly through the OTM service by granting effectively control and monitor the use of the OTM service by all users,
administration entitlements to a user. In addition to the OTM security including each of your OTM security administrators. We may require
administrator(s) reflected in your OTM service profiles as they are in that a user provide additional information or use other additional security
effect at the relevant time, the term "OTM security administrator" procedures to authenticate that user. You agree that the security
includes any other user set up in the OTM service who is granted procedures for the OTM service are commercially reasonable for you.
administration entitlements by any other OTM security administrator(s).
In addition to any of the rights and responsibilities of an OTM security (a) Dual Approval Security Feature. The security procedures
administrator or OTM contact described in these OTM terms and for the OTM service include the use of the "dual approval" security
conditions or any OTM reference materials, each of your OTM security feature. The dual approval security feature requires that at least two
administrators and OTM contacts will have all of the rights and authorized users be involved in the initiation and release of any wire
responsibilities described in the general terms and conditions for transfer or ACH transaction through the OTM service. One user with
security administrators and contacts, respectively. Each of your OTM sufficient initiation entitlements must input the transaction information;
security administrators may be able to grant any user authorized to use and at least one other user with sufficient approval entitlements must
the OTM service, including themselves, access to any accounts and approve the transaction before it is released and processed.
services included in your setup of the OTM service for any functionality
or entitlement that is available in the OTM service. In addition,you may (b) Secure Browsing Software. Effective on the requirement
also terminate administration entitlements of any OTM security date for the secure browsing software, the security procedures for the
administrator directly through the OTM service. If through the OTM OTM service will include the requirement that each of your users logs on
service you terminate the administration entitlements of an OTM to the OTM service from a computer on which you have installed and
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have running Rapport, the secure browsing software provided by an adverse impact on your ability to access the OTM service or the
Trusteer Inc. (or one of its affiliates),or other secure browsing software performance of the OTM service. You are solely responsible for
which we may have approved for use with the OTM service from time to determining if the secure browsing software will work with your
time. Trusteer Rapport or such other approved secure browsing equipment, communications capabilities, and other software and for
software is referred to herein as the"secure browsing software." The ensuring that any installation of the secure browser software is in
"requirement date for the secure browsing software" means either (i) accordance with your policies. You agree that any vendor of the secure
June 20, 2011, or (ii) for each of your setups of the OTM service we browsing software you are using is authorized to make certain
have implemented or begun to implement by that date, the effective information related to the computer on which it is installed, including the
date for the required use of secure browsing software that is set forth in IP address,available to us,and in that event,we will have no obligation
the letter we will send or have sent to you, to notify you of this change to provide any notices to you, including with respect to any of that
and an amendment to the terms and conditions of the OTM service. We information made available to us for the purposes of fraud prevention.
use various means to detect if secure browsing software is installed and Your obligations under the general terms and conditions to maintain the
running on a computer. If by using the methods we employ at the confidentiality of any software, software materials or other related
relevant time,we are not able to detect that secure browsing software is documentation will apply to any documents or information related to the
installed and running on the computer from which one of your users is secure browsing software you use.
attempting to access the OTM service,your user will not be permitted to
log on to the OTM service from that computer. If, however, by using (c) Your Use of Non-standard Security Procedures. You
those methods we employ at the relevant time, we determine that acknowledge that we have made available and offered to you
secure browsing software is installed and running on a computer, your commercially reasonable security procedures for use of the OTM
user will be able log on to the OTM service from that computer(so long service. If you elect to use non-standard security procedures (as
as that user also complies with the other security procedures applicable reflected by your OTM service profiles as they are in effect at the
to that user accessing the OTM service). Your use of the secure relevant time or other form acceptable to us),you agree to be bound by
browsing software will be licensed to you by the vendor of the secure any access to the OTM service, any funds transfer to or from any
browsing software you are using under a separate license agreement, account of yours initiated through the OTM service, and any other
the "software license agreement." You agree that your use of the instructions submitted through the OTM service, in compliance with the
secure browsing software is subject to, and that you are bound by and non-standard security procedures that you elected to use,whether such
will comply with, the terms of that software license agreement. WE access, funds transfer or other instructions were authorized or not, and
DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY you further agree that the non-standard security procedures are
KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH commercially reasonable for you. Non-standard security procedures
RESPECT TO ANY SECURE BROWSING SOFTWARE, INCLUDING may include (but are not limited to) your election not to use the dual
ANY REPRESENTATIONS AND WARRANTIES OF PERFORMANCE, approval security feature, which election may allow a single user to
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, initiate and approve wire or ACH transactions through the OTM service,
TITLE AND NON-INFRINGEMENT. We make no guarantees and have and your election not to use secure browsing software, which election
no responsibility with respect to(i)the operation of any secure browsing may allow one or more users to log on to the OTM service from a
fr r free from program limitations,
coin uter that does not have secure browsing software installed on it
software being uninterrupted,error free o ee P 9
(ii) defects in any secure browsing software or information provided and actively running, You authorize each OTM security administrator to
through it, or (iii) any secure browsing software being free of viruses, elect on your behalf whether to use a non-standard security procedure.
disabling devices or other harmful components. You agree that We may, but are not obligated to, accept any such election from an
although the use of secure browsing software on any computer you are OTM security administrator, and any such election by an OTM security
using to log on to the OTM service is part of the security procedures for administrator will be binding on you. We are not obligated to implement
the OTM service, WE WILL NOT HAVE ANY RESPONSIBILITY FOR your request to use non-standard security procedures, and you agree
THE PERFORMANCE OF THE SECURE BROWSING SOFTWARE OR we will have no liability whether or not we implement that request for
ANY RELATED SERVICES OR FOR ANY LOSSES, DAMAGES, you.
COSTS, OR EXPENSES INCURRED RELATED TO YOUR USE OF,
OR ANY FAILURE, ERRORS, OR DEFICIENCIES OF, THE SECURE (d) Hold Harmless and Indemnification. Without limiting or
BROWSING SOFTWARE OR ANY RELATED SERVICES, OR ANY modifying any other indemnities you provide us and in consideration of
ACTS OF OMISSIONS OF THE VENDOR OF THE SECURE our complying with your request to use any non-standard security
BROWSING SOFTWARE, WHETHER RESULTING FROM BREACH procedures,you agree,at your sole cost and expense,to indemnify and
OF CONTRACT, NEGLIGENCE, VIOLATION OF LAW, OR WILLFUL hold us harmless against any and all liabilities,claims,damages,losses,
MISCONDUCT, EVEN IF WE HAVE BEEN ADVISED OF THE demands, fines, judgments, disputes, costs, charges and expenses
POSSIBILITY OF SUCH LOSSES, DAMAGES, COSTS OR (including litigation expenses, other costs of investigation or defense
EXPENSES. Without limiting the foregoing, we will have no and reasonable attorneys'fees)incurred by us as a result of your using
responsibility if any equipment,communications capabilities,or software a non-standard security procedure. In particular, and without limiting
that you are using at any time is not compatible with the secure your obligation under the foregoing sentence, you will indemnify and
browsing software or when used with the secure browsing software has hold us harmless against any and all claims and liability related to any
unauthorized funds transfers or unauthorized ACH debit entries that are
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initiated through the OTM service,or any access to data available in the 8. Multiple Setups of the OTM Service. If you have requested
OTM service, in compliance with the non-standard security procedures. that we implement more than one setup of the OTM service for you,
P tyP P P
This obligation to indemnify, defend and hold harmless is limited to the then you will need to designate the OTM security administrator(s) and
extent provided under Section 768.28, Florida Statutes. OTM contact for each setup. For an OTM security administrator, OTM
contact or user to be authorized for more than one of your setups of the
6. Accounts. If any loan or card account types are included in OTM service, you must authorize that OTM security administrator, OTM
your setup for the OTM service, the term"account"when used in these contact, or other user for each of those setups. An OTM security
OTM terms and conditions or the general terms and conditions in administrator authorized for one or more of your setups is authorized
reference to the OTM service includes these account types. In such a only to designate your users for those setups and grant those users
case,you authorize us to release information relating to any loan or card access to the accounts and services included in those setups of the
accounts identified in your OTM service profiles as they are in effect at OTM service for any functionality or entitlement that is available in the
the relevant time in accordance with these OTM terms and conditions, OTM service. The company identifier, or"company ID"will be different
including the release of such information to any of your OTM users in for each of your setups of the OTM service, and to log on to a setup of
accordance with the access you have to such information granted to your OTM service, your OTM security administrator(s) and other users
each such OTM user. will use their authorization codes for that setup. If you have more than
one setup of the OTM service, each service profile will be for the setup
7. Protection of Our Vendor. We utilize a vendor in providing the of the OTM service that is identified by the company ID on that service
OTM service. As a result, you agree that (a)each reference to "we," profile or if the service profile does not contain a company ID, the setup
"us"and"our"in any provision limiting our liability to you or imposing an of the OTM service for which we implemented the security administrator
indemnification obligation on you will, with respect to the OTM service, named on that service profile or otherwise reflected in our records.
be deemed to include our vendor and (b)our vendor is a third party
beneficiary of these OTM terms and conditions.
Positive Pay and Reverse Positive Pay Service
1. Description of the PPY and RPPY Services. The SunTrust will notify you of each presented check that is not included in the issue
Positive Pay("PPY")and Reverse Positive Pay("RPPY")services allow file that we received from you or that reflects information that does not
you to give us instructions to return certain checks that you believe may match the information in the issue file we received from you. The
be fraudulent or not validly issued. Details regarding the functionality checks that are not listed or for which the information does not match
the PPY and RPPY services and certain formatting and other technical are referred to as"mismatched checks." You must instruct us to pay or
requirements that you must follow when using the PPY or RPPY service return each mismatched check by the payment decision deadline set
are provided in the PPY and RPPY reference materials as we update forth in the PPY reference materials. Your instructions must contain all
them from time to time. of the information with respect to each mismatched check set forth in
the PPY reference materials. You may elect one of two ways for us to
2. Selection of Service Options. You may select the PPY or deal with mismatched items if you fail to give us a pay or return decision
RPPY service for each account as described below. Your selection of by the payment decision deadline. Under the "return default" option,
an option for an account is reflected in your PPY and/or RPPY service you authorize us to return unpaid each mismatched check unless we
profiles as they are in effect at the relevant time. receive an instruction from you to pay it before the payment decision
deadline. Even if you select a return default option,we may post,finally
(a) Positive Pay or"PPY"Service Option. pay and charge against the relevant account a mismatched check you
haven't decisioned (A)as otherwise provided below, for mismatched
(i) Presentment Processing. With the PPY service, checks presented over the counter in one of our branches and
you must transmit an issue file to us on each day on which you have (B)mismatched checks that we believe in good faith result solely from
issued any checks against any account that is included in your setup for encoding errors. Under the "pay default" option, you authorize us to
the PPY service. We must receive that issue file by the issue deadline finally pay each mismatched check and charge it against the relevant
set forth in the PPY reference materials and it must contain all of the account unless we receive an instruction from you to return it before the
information set forth in the PPY reference materials with respect to each payment decision deadline. Your election of these options is reflected in
check you issued that day. You may send us a separate issue file for your PPY service profiles as they are in effect at the relevant time. We
each account,or you may send us an aggregate issue file for all of the may give you the option of not providing information in your issue file on
accounts that are included in your setup for the PPY service. Once we one or more check attributes (such as the payee name) that the PPY
have received your issue file, we will compare the information in that service is capable of matching. Of course, not matching all available
issue file with the information in our systems with respect to checks check attributes increases the risk that a fraudulent check will not be
(A)that have been presented to us through normal check clearing detected as a mismatched check. As a result, if you make the business
channels for payment against the relevant account and that we have decision of not providing information in your issue file with respect to all
posted to the relevant account, and (B)for which we have provisionally available check attributes, you agree that, in addition to the other limits
settled. You authorize us to finally pay and charge against the relevant on our liability provided by the master agreement,the general terms and
account,each check that matches the information in your issue file. We
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conditions or these PPY terms and conditions, we will not be liable for reference materials. If we do not receive a notice from you to return a
paying any check that is fraudulent with respect to the attributes for check by the payment decision deadline, you authorize us to finally pay
which you failed to provide us information, so long as we otherwise and charge that check against the relevant account. If you select the
satisfied our duty of care with respect to the other aspects of the PPY RPPY service option, then teller access is not available. As a result,
service in processing that check. you agree that if you select the RPPY service for an account we will not
have any liability for paying any check that is presented over the counter
(ii) Teller Access Service. As part of the PPY service, in one of our branches, whether or not such check bears a forged or
we can also make your issue files available to our branches to assist our unauthorized signature or is counterfeit, altered or otherwise fraudulent
tellers in cashing checks. This is referred to as "teller access." If a or not validly issued, so long as we otherwise process that check in
check presented for payment over the counter in one of our branches accordance with our standard check cashing procedures. Similarly, if
against an account that uses teller access (A)is presented before we you select the RPPY service option,we may not provide you information
have received and processed an issue file for such check or (B)is a for all check attributes(such as the payee name)that the PPY service is
mismatched check,we will attempt to obtain approval for payment of the capable of matching. Of course, not matching all available check
mismatched check by calling one of the people you have designated as attributes increases the risk that a fraudulent check will not be detected
a"telephone representative"for the relevant account as reflected in your as a mismatched check. As a result, you agree that, in addition to the
PPY service profiles as they are in effect at the relevant time. We will other limits on our liability provided in the master agreement,the general
make one attempt to call each telephone representative for the relevant terms and conditions or these RPPY terms and conditions,if you select
account until we have reached one of them. Each telephone the RPPY service for an account, then we will not be liable for paying
representative is authorized to instruct us to pay or return any any check that is fraudulent with respect to the attributes for which we
mismatched check. If the telephone representative we contact instructs do not provide you information, so long as we otherwise satisfied our
us to pay the check,then you authorize us to finally pay the check and duty of care with respect to the other aspects of the RPPY service in
charge it against the relevant account. If we are unable to contact a processing that check.
telephone representative, or the telephone representative we contact
does not instruct us to pay the mismatched check,then you authorize us 3. Transmission of Information. We will transmit information
to return the check unpaid to the person presenting it to us. Our regarding mismatches (for the PPY service) and information regarding
documentation showing that we contacted or attempted to contact your checks that have posted to your account(for the RPPY service)to you
telephone representatives will be conclusive evidence that we took the by using certain of our online services. You must transmit your issue
reflected action. Fraud involving checks presented to tellers for cashing files(if you select the PPY service)and your pay or return decisions(for
is a common form of check fraud. Using our teller access service is a both the PPY and RPPY services) to us by using certain of our online
good way to defend against that form of fraud and we strongly services. Your issue files and pay or return decisions must be in a
encourage you to take advantage of it. However, use of the teller format we have approved. If the relevant online service is not available,
access service is not mandatory and you may make a business decision then we will transmit the relevant information to you by facsimile at the
to opt out of its use. Of course,opting out of the service increases the facsimile number listed for the relevant authorized representative in your
risk that a fraudulent check may be cashed over the counter in one of PPY or RPPY service profiles as they are in effect at the relevant time
our branches. As a result, if you make the business decision to not and you must transmit your issue files and/or your pay or return decision
name at least one telephone representative for each account for which to us by facsimile at the facsimile number we specify.
you have elected the PPY service, (A)this will be reflected on your PPY
service profiles as they are in effect at the relevant time, (B)you will be 4. Limits on Our Liability. You acknowledge that we will rely
deemed to have opted out of the teller access service for that account completely on information and instructions you give us in providing the
and(C)you agree that we will not have any liability for paying any check PPY and RPPY services to you and that we are not required to inspect
presented over the counter in one of our branches,whether or not such any attribute of a check(other than those included in the relevant issue
check bears a forged or unauthorized signature or is counterfeit,altered file) that is processed through the PPY or RPPY service. As a result,
or otherwise fraudulent or not validly issued, so long as we otherwise you agree that in addition to any limitations on our liability under the
process that check in accordance with our standard check cashing agreement,we will not have any liability for(a)following instructions we
procedures. receive from any person we believe in good faith is one of your
authorized representatives or telephone representatives or(b)paying or
(b) Reverse Positive Pay or "RPPY" Service Ootion. With the returning any check in accordance with these PPY and RPPY terms and
RPPY service,we will provide you with information on all checks(i)that conditions, including any check that (i)bears a forged or unauthorized
have been presented to us through normal check clearing channels for signature or is counterfeit or otherwise not validly issued or(ii)is altered
payment against the relevant account, (ii)that we have posted to the or otherwise fraudulent with respect to an attribute that the PPY or
relevant account, and (iii)for which we have provisionally settled. You RPPY service is designed to match. Moreover, you acknowledge that
must compare that information with your own information on checks that the PPY service is not a substitute for our stop payment service and you
you have issued from the relevant account. If you determine that a agree not to report an item as"void"if you have released the item.
check included in the information we provide should be returned, you 5. Suspension of Service. You agree that you will be in material
must notify us by the payment decision deadline set forth in the RPPY breach of these PPY and RPPY terms and conditions if you repeatedly
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fail to meet any of the deadlines described in the PPY reference against the relevant account. In addition to any other rights we may
materials or have an excessive number of checks not reported on your have under this the agreement or applicable law, we may immediately
issue file for the PPY service or for which the information is not suspend your use of the PPY or RPPY services.
consistent with our information on checks that have been presented
Pre-Encoded Deposit Service
1. Description of the Service. The SunTrust pre-encoded unsealed deposits, we will not process or take any action regarding an
deposit or"PED"service allows you to facilitate the processing of your unsealed deposit until you give us an instruction(in a form acceptable to
check deposits by encoding certain information in the MICR line of each us)regarding its disposition.
check prior to making the deposit with us. You may use the PED
service with respect to the accounts that are identified in your PED (e) If you are a financial institution, you act as the bank of
service profiles as they are in effect at the relevant time and that we first deposit(BOFD)on all items you deposit with us. This will require
have included in our implementation of your setup for the PED service. you to place a BOFD endorsement on each physical item deposited with
Details regarding PED's functionality and certain formatting and other us. This endorsement must be in compliance with Regulation CC
technical requirements that you must follow when using the PED service regarding content and placement. As the BOFD, you are expected to
are provided in the PED reference materials as we update them from be the primary agent for resolution of all research items. As the BOFD,
time to time. your organization has total access to the clearing cycle of each item
deposited with us. As your clearing agent,we do not have access to all
2. Your Obligations in Making Deposits. of the returns information and as such we are less able to resolve all
research items. You may re-deposit indemnified copies of previously
(a) You must encode, endorse and otherwise process all missing items with us at any time through any depository channel.
checks in accordance with the requirements set forth in the PED
reference materials and place them in a sealed, disposable deposit 3. Risk of Delivery. You are solely responsible for selecting the
bag(s) or similarly designed tamper-proof bag(s) (each such bag is method that you will use to deliver deposits to us, including all risks
referred to in these PED terms and conditions a"sealed deposit")that is relating to or arising out of that delivery method. We have no
clearly marked with your name or identification number. Before you responsibility or liability for a deposit until we accept possession of it at
begin using the PED service, you must designate (in a form acceptable the appropriate deposit location(as evidenced by the signature of one of
to us) the type of bag that you will use. You may not switch to another our authorized representatives on the courier's manifest or our issuance
type of bag without giving us at least 10 days'prior written notice. Each of a receipt acknowledging receipt of the deposit). If you elect to use an
sealed deposit must be prepared in accordance with the requirements employee or a courier to deliver deposits to us,that employee or courier
set forth in the PED reference materials. A deposit ticket listing your must meet the requirements set forth in the PED reference materials
name, deposit account number and the amount of checks must be and otherwise be acceptable to us, in our sole discretion. If we
included in each sealed deposit. determine that your employee or courier does not meet those
requirements or is otherwise not acceptable to us in our sole discretion,
(b) You must cause sealed deposits to be delivered to the we may terminate your ability to use the PED service by giving you 10
appropriate deposit location(s) that we separately disclose to you from days' notice, unless you have switched to another permitted delivery
time to time. Delivery may be by mail,by your designated employees or method or selected a new employee or courier that is acceptable to us
by a courier. Before you begin using the PED service, you must within that 10-day period.
designate(in a form acceptable to us)the delivery method you will use.
You may not switch to another delivery method without giving us at least 4. Our Obligations in Processing Deposits.
10 days'prior written notice.
(a) We will open each sealed deposit, verify the contents
(c) We may reject, impose a special fee on and/or delay against the deposit ticket and deposit the checks to the relevant
processing of any deposit if (i)the deposit ticket does not match the account. We will process deposits within 24 hours of delivery to the
amount of the deposit, (ii)the deposit was not prepared in accordance appropriate deposit location. If there is any discrepancy between the
with the requirements set forth in the PED reference materials, (iii)the total amount of the deposit reflected by you on the deposit ticket and the
deposit is delivered to the wrong deposit location, (iv)the deposit is amount of the deposit reflected by our count, our count will control. A
delivered by a method other than the one you have designated, or deposit adjustment notice will be.sent to you on the day that the
(v)any deposit bag appears to be unsealed or to have been tampered discrepancy is discovered.
with.
(b) The relationship of debtor and creditor will not exist
(d) In the event that we accept delivery of an unsealed between you and us until we deposit the checks to your account.
deposit bag or a deposit bag that appears to have been tampered with
(each such bag is referred to in these PED terms and conditions as an 5. Cash and Other Property. The PED service is only designed
"unsealed deposit"), we will give you notice on the day we receive it. to work with checks. As a result, you agree that we have no liability for
Unless you have previously given us instructions on how to process coins,currency or other property placed in deposit bags. If we discover
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coins or currency in a deposit bag, we will process it for deposit to the damages, losses, demands, fines (including those imposed by any
relevant account and credit that account with the amount of coins or Federal Reserve Bank, clearing house or funds transfer system),
currency reflected by our count (which will control in the event of a judgments, disputes, costs, charges and expenses (including litigation
dispute). We will return any other property we discover in a deposit bag expenses, other costs of investigation or defense and reasonable
to you. attorneys'fees)which relate in any way to any encoding error on a pre-
encoded check you deposit with us.This obligation to indemnify,defend
6. Reconstruction. You agree to maintain an image of,or MICR and hold harmless is limited to the extent provided under Section
line information for, each check contained in a deposit to aid in 768.28,Florida Statutes.
reconstruction of the deposit if it is lost in transit or otherwise. If you fail
to do so,we will have no liability if the deposit cannot be reconstructed.
7. Your Indemnity Obligations. In addition to any other obligation
you have to indemnify us, you agree to defend, indemnify, protect and
hold us harmless from and against any and all liabilities, claims,
Return Items Transmission ("RIT")Service
1. Description of the RIT Service. The SunTrust Return Items comply with the security procedure for the OFT service. In that regard,
Transmission, or "RIT," service allows you to receive a data you will retrieve your data file transmission after setup on the OFT
transmission of information on the checks and other paper items drawn service by using the unique OFT user ID and password assigned to your
on domestic institutions that you have deposited into an account you company for that setup of a transmission for the RIT service. If you
maintain with us and that were returned unpaid,each a"returned item." elect for us to"push"your data file transmissions to you through OFT or
You may use the RIT service with respect to the accounts that are by establishing a direct transmission, you must provide us the
identified in the RIT service profiles,as the same may be in effect at the information needed to access your computer system to deliver the files.
relevant time, and that we have included in our implementation of your We will send the URL address and the user ID and password to the
setup for the RIT service. Details regarding RIT's functionality and person you designate as your OFT contact. You agree that these
certain formatting and other technical requirements that you must follow security procedures are commercially reasonable for you. You are
when using the RIT service are provided in the RIT reference materials completely responsible for controlling access to and maintaining the
as we update them from time to time. confidentiality of the security procedures and authorization codes and
you must promptly report any breach of that confidentiality to us. You
2. Operation of the Service. are also completely responsible for the actions of your users to whom
we or your contact provides authorization codes and any other person
(a) Each banking day we will transmit or make available a who has obtained access to your authorization lodes. You represent
data file transmission of information from each returned item that had and warrant that you will maintain commercially reasonable security
been deposited into an account included in your setup for that procedures to prevent unauthorized access to or any misuse of the
transmission for the RIT service and that was returned on the prior information contained in the data file once you have receive the data file
banking day. For each returned item deposited in an account included transmission.
in your setup for a transmission, we will include in the data file the
returned item information you have selected from the information we 4. Multiple Setups of the RIT Service. If you have requested
report through the RIT service to have reported for any returned item that we implement for you more than one setup for a transmission for
deposited into that account. Your selection of what returned item the RIT service,a separate company identifier,or"client ID,"number will
information to report for an account will be reflected in our be assigned for each of those setups for the RIT service. If you have
implementation forms. If on any banking day no returned items are more than one setup of the RIT service, each service profile will be for
presented for any account included in your setup for a transmission, a the setup of the RIT service that is identified by the client ID on that
data file transmission will not be prepared for that day. service profile.
(b) Each RIT service data file transmission will be 5. Limitation of Liability Specific to the RIT Service. You
transmitted through our Online File Transfer, or "OFT," service or acknowledge that information from returned items may be manually
through the transmission means we may otherwise make available from keyed into the RIT service data file. You also acknowledge that inherent
time to time and that you select. Your OFT contact for the setup of a in the process of manual data entry are mistakes, typos and other
transmission must designate an authorized representative responsible inadvertent errors. We do not warrant that any returned item
for receiving or retrieving your data file transmissions. information reported will be error free, and we shall have no liability or
other responsibility for errors in any reported returned item information,
3. Security Procedures. To retrieve or have us "push" to you unless such errors are caused by our gross negligence or willful
your data file transmission through the OFT service you are required to misconduct.
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Scannable Lockbox Service
1. Description of the SLB Service. The SunTrust Scannable (b) Image CD ROM-after delivery by mail,you have access
Lockbox or "SLB" service is designed to facilitate the receipt and to your lockbox images along with index fields of information for long
processing of your accounts receivable remittances. Details regarding term archival purposes.CD ROM of lockbox images can be downloaded
SLB's functionality and certain formatting and other technical onto your computer. You must designate(in a form that is acceptable to
requirements that you must follow when using the SLB service are us)a security administrator responsible for using the software needed to
provided in the SLB reference materials as we update them from time to access the CD ROM of your lockbox images. The CD ROM will be
time. encrypted to protect your data during transit in the mail. We will provide
(by e-mail)a unique PIN number that your security administrator will use
2. Implementation of the SLB Service. Once we have included to de-encrypt and access the CD ROM. This person has all of the rights
the account(s)identified in your SLB service profiles as they are in effect and responsibilities described in the general terms and conditions.
at the relevant time in our implementation of your setup for the SLB
service, we will send you a copy of your initial lockbox operating (c) Image Transmission file - customized access to your
instructions for a particular lockbox number and will update those lockbox images along with index fields of information that can be
instructions from time to time based on information you give us. To the downloaded directly into your Accounts Receivable systems. Image
extent you elect to have us process items that are not accompanied by Transmission files are encrypted and are transmitted using File Transfer
coupons through our wholesale lockbox system, we will also give you a Protocol(FTP). You must designate(in a form that is acceptable to us)
copy of the instructions for that system. Once we send you a copy of a technical contact responsible for receiving or retrieving your Image
the initial instructions, we will begin providing the SLB service for you Transmission files. You will retrieve your Image Transmission files by
with respect to the account(s)described in those instructions. accessing a FTP site and by using the unique user ID and password
assigned to your company. If you elect for us to "push" your Image
3. Reauest for Image Services. The Image services enable you Transmission files to you, you can provide us the information needed to
to view images of checks and remittance payment information that are access your computer system to deliver the files. We will send the URL
received through your lockbox. You can access these images and address and the user ID and password to the person you designate as
transaction information through Image Browser, Image CD ROM and/or your contact. This person has all of the rights and responsibilities
Image Transmission Details regarding these services, their functionality described in the general terms and conditions.
and certain requirements that you must follow when using the Image
services are provided in the Image reference materials as they are You agree that the security procedures for each of the Image services
updated from time to time. We will provide you one or more of the you select are commercially reasonable.
following image service(s) for each lockbox as reflected in your SLB
service profiles as they are in effect at the relevant time: 4. Processing of Deposits. We will establish one or more post
office boxes or "lockboxes" in your name as described in your SLB
(a) Image Browser - intemet-based access to your lockbox service profiles as they are in effect at the relevant time. On each
images and data with flexible viewing parameters and search capability banking day after a lockbox has been established, we will process the
for check and document information using a specific date or several checks,drafts and money orders(all of which are referred to as"items")
search criteria, administrative management over users and their access received in a lockbox in accordance with the instructions in effect at the
privileges, Web-accessible historical data, exportable transaction relevant time and send you deposit advices for those items.
information, check and document images that can be emailed directly
from this Image service and annotation tools that can be used to create (a) Automated Processing System. We process items
notes or highlight information on check or document images that can be through the use of automated systems. You must design your
saved for future reference. Batch Download, Full Text Search, Remitter remittance documents (which are referred to as "coupons") to include
Keying capabilities and direct access to the image browser using supporting documentation containing the information required for us to
Lockbox Programmer Interface are also available as additional service identify and validate items for automated processing. We will test the
selections. You must designate (in a form that is acceptable to us) a performance of your coupons and will only begin providing the SLB
security administrator responsible for setting up and maintaining your service to you only upon the satisfactory completion of the test.
users' access to the Image Browser service. We will assign a unique (b) Items With Coupons. We will process items that are
user-specific user ID and password to this designated security accompanied by coupons automatically for deposit into the relevant
administrator and enable access to Image Browser service for the account. We will not inspect these items for payee name, drawer
lockbox accounts which have been set up for you. This person has all signature, date, or for items and/or accompanying correspondence
of the rights and responsibilities described in the general terms and containing "payment in full"or other similar payment dispute language.
conditions. If you implement image archival services as part of your We will not be liable for processing or depositing items without
Image Browser service and your Image Browser service is later inspecting them for issues relating to any of these attributes.
terminated, upon request from you, we can create a CD ROM of your
archived data and mail it to you.
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(c) Items Without Coupons. Items that are not accompanied items, cash and related remittance materials received in a lockbox will
by coupons will be returned to you or processed manually as directed in be sent to you. You agree that we have no liability for any cash or other
the instructions. If we process items, we will use good faith efforts to property received in a lockbox.
inspect them as follows: (i)an item containing a payee name that does
not reasonably correspond with your acceptable payee list(if you have (h) Data Files. On each banking day, we will make a data
given us one) will be handled in accordance with the instructions in file regarding the items processed in each lockbox that day available to
effect at the relevant time;and(ii)if an item contains inconsistent written you through one of our online services. The data file will be in the
and numeric amounts, the item will be deposited for the written amount format and will contain the information described in the SLB reference
unless the instructions that are in effect at the relevant time direct materials and the instructions in effect at the relevant time. We will
otherwise. You agree that we do not fail to exercise good faith efforts to make this information available on each banking day by the reporting
inspect an item solely because we process it in a manner inconsistent time(s) disclosed in the SLB reference materials and the instructions in
with this paragraph. We will not inspect(i)any processed item for the effect at the relevant time.
drawer's signature or date or(ii)unless otherwise agreed in writing and 5. Remittance Materials. We will destroy the coupons within five
in exchange for the payment of a separate per item fee, any processed business days after we receive them. We will only return
item and/or accompanying correspondence for"payment in full"or other correspondence and other materials ("original remittance materials")
similar payment dispute language. We will not be liable for any loss received in a lockbox to you if the instructions in effect at the relevant
resulting from processing any such items, including any items we may time direct us to return those materials. We will destroy the original
inspect for"payment in full"or similar payment dispute language under a remittance materials within five business days after we receive them.
separate written agreement. As a part of processing an item, we will Once we destroy the original remittance materials, the images of them
enter data regarding certain aspects of an item (such as the drawer's that we may capture during their processing will be the only source of
name and the account invoice number shown on the item)into the data information about their contents. You agree that we will have no liability
file you will receive. You agree that we will not be liable for good faith for any missed image or if any image we capture is not legible.
errors in any of that data.
(d) Endorsement. We will endorse items for deposit with our 6. Affiliate Deposits. If you have not given us an acceptable
standard lockbox endorsement and deposit them to the relevant payee list, you represent and warrant to us that you have the authority
account. We will not be liable for any loss relating to our failure to to have each item received in a lockbox endorsed and deposited into
your account(s),even if the payee name on an item is not your name as
endorse an item properly. shown in our records. In addition, if you have given us an acceptable
(e) Stop File. You may give us a file of items that you do not payee list, you represent and warrant to us that if any name on that list
want us to process. Your file must be in the format and contain the that is a separate legal entity(rather than merely a"d/b/a"or trade name
information that we separately disclose to you from time to time with that you use), you have authority from that entity to have items payable
respect to each item that you do not want us to process and we must to it endorsed and deposited into your account(s). You agree to provide
receive it a reasonable period of time before the items in question are us with satisfactory evidence of that authority upon request.
received in a lockbox. We will use good faith efforts to stop processing 7. Return Items. Unless otherwise stated in the instructions, we
items described in your file and return them to you, but we will not have will handle dishonored or returned items in accordance with our rules
any liability if we process any such item. and regulations for deposit accounts in effect at the relevant time.
(f) Forwarding Items. If you receive an item that should g. Termination. If these SLB terms and conditions or the
have been delivered to a lockbox, you may forward it to our lockbox agreement is terminated, we will complete the processing of items we
department. We will process all such items(whether accompanied by a received prior to the termination date. For a period of 90 days after the
coupon or not) automatically and without inspecting them. If you have termination date, we will forward all lockbox remittances to you or as
more than one lockbox, you must designate the lockbox through which you may otherwise direct(in a form acceptable to us). After that time,
we should process the item. we will stamp all remittances"refused"and return them to the sender.
(g) Cash and Other Property. We will deposit any cash
received in a lockbox into the relevant account. Any property other than
Smart Safe Daily Deposit Posting Service
1. Description of the Smart Safe Daily Deposit Posting Service. safe. Your use of the SSDDP service is subject to the terms and
The SunTrust Smart Safe Daily Deposit Posting or"SSDDP"service is conditions for the cash vault service.
designed to facilitate your deposit needs by allowing you to include in
your daily cash vault deposit totals the amount of currency reported 2. Definitions. The following terms have the specified meanings
electronically by a smart safe as having been accepted into that smart for the purposes of these SSDDP terms and conditions:
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(a) "Electronic feed" means an electronic file transmission liability for any currency contained in a smart safe until the relevant safe
from a smart safe to the safe provider that services that smart safe provider delivers the currency to us by physically placing that currency
reporting the value of all currency accepted into that smart safe since in our inventory held at such safe provider's processing site. Any loose
the last such electronic file transmission from that smart safe to such currency must be prepared, placed in a sealed, disposable deposit bag
safe provider. and delivered by your armored courier to the appropriate vault location
in accordance with the terms and conditions for the cash vault service.
(b) "Electronic posting file" means an electronic file created
and transmitted to us by a safe provider,specifying by safe location the 5. Back-up Reports. Upon our request, you will provide back-up
total amount of currency accepted into all of your smart safes serviced information to verify the amount of currency deposited in each smart
by such safe provider, based on the amounts reported by the electronic safe,including copies of the content reports and your business records.
feeds of those smart safes, since the last such electronic file was
created and transmitted to us by that safe provider. 6. Electronic Posting; Cut-off Time. We will process an
electronic posting file and post the total amount of currency reported for
(c) "Loose currency" means any currency dropped into the you in that electronic posting file to the account(s)included in your setup
drop slot of a smart safe for safekeeping, rather than being inserted into of the SSDDP service which you designated,as reflected in our records
the note acceptor on the safe for purposes of being accepted, counted as they are in effect at the relevant time, as part of our nightly deposit
and reported by the smart safe. Loose currency dropped into the drop account processing on the night of our business day that we received
slot is not deemed accepted by the smart safe,will not be counted by or such electronic posting file. If we receive an electronic posting file from
included in an electronic feed from the smart safe, and for purposes of a safe provider after the cut-off time on a business day that we
these SSDDP terms and conditions is not considered part of the separately disclose to you from time to time, that electronic positing file
contents of the safe. will be deemed to have been received by us on our next business day.
(d) "Smart safe" means an intelligent safe (and related 7. Provisional Credits; Adjustments; Discrepancies. You
software and accessories) that can count, record and electronically acknowledge and agree that any credits posted to your account(s)
report the currency accepted into it and that is compatible with the based on the amount of currency reported by a safe provider in an
SSDDP service. electronic posting file are provisional. We may make adjustments to
your account(s), without prior notice to you, if the amount of the
(e) "Safe location" means a location where you maintain a currency delivered to us by a safe provider is different than the amount
smart safe and which we have agreed to include in our implementation reported in an electronic posting file or we otherwise do not receive all
of your setup for the SSDDP service as reflected in our records as they currency for which you have been given a provisional credit. For
are in effect at the relevant time. example, we may make adjustments to your account(s) if an electronic
feed over-reports the amount of the currency accepted into a smart
(f) "Safe provider" means athird-party armored courier or safe, if a safe provider misreports in an electronic posting file the
other vendor that provides you a smart safe and with whom we have an amount of currency reported in an electronic feed or if a smart safe or
agreement regarding certain issues relating to your use of that smart the currency it contains are lost, stolen or destroyed before that
safe. currency is physically placed in our inventory held at the relevant safe
3. Smart Safe(s). To use the SSDDP service, you must obtain Provider's processing site. In addition to any other rights we may have,
one or more smart safes. You acknowledge that you will obtain each if there are insufficient funds in the account(s) to cover any such
smart safe directly from a safe provider and, as a result, all warranty adjustment, then you agree to reimburse us on demand for the
obligations and contracts are to be handled directly with that safe remaining amount of such adjustment and you authorize us to set-off
provider. In no event will we be responsible for any aspect of the use or the remaining amount of such adjustment against any other accounts
maintenance of any smart safe or the acts or omissions of any safe you have with us and contents of any smart safe. The contents of each
provider. You must identify (in a form acceptable to us) the safe smart safe will be counted and verified by the relevant safe provider
location and safe provider for each smart safe and may not change the prior to being physically placed in our inventory held at that safe
safe location or safe provider for a smart safe without giving us notice Provider's processing site. We do not have any responsibility or liability
(in a form acceptable to us) at least 5 business days before such for any discrepancy between the amount of currency reported by any
change takes effect. smart safe and the amount of currency counted by the relevant safe
provider. If there is a discrepancy between the amount of the currency
4. Scheduled Pickups; Physical Delivery. You must have the reported by a smart safe and the count of that currency by the relevant
contents of each smart safe picked up by the relevant safe provider at safe provider,the safe provider's count will control. Similarly,we do not
least once each week. If a scheduled pick-up falls on a holiday for you have any responsibility or liability for any discrepancy between the
or that safe provider, the pick-up must occur on the next day that is a amount of currency counted by the relevant safe provider and our count
business day for both you and that safe provider. You are solely of that currency. If there is a discrepancy between a safe provider's
responsible for engaging the relevant safe provider as your armored count of currency in a smart safe and our count of the currency from that
courier to deliver the currency contained in each smart safe to such safe smart safe that is physically placed in our inventory held at such safe
provider's processing site, count and verify the contents of the smart provider's processing site,our count will be final.
safe, and deliver the currency to us. We have no responsibility or
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8. Ownership, Pick-up and Shortfalls of Currency. If we have accepted into a smart safe as reported in an electronic posting file and
given you provisional credit on the basis of an electronic posting file, the smart safe also reports that it has accepted an additional$500,then
then you agree that the currency contained in your smart safe(s) to the smart safe should contain a total of$1,500 in currency. If, however,
which that provisional credit relates is our property, and we may pick up the smart safe contains only$1,200 at the time we pick up the currency
that currency at any reasonable time. You will take any actions we that is our property from that smart safe,we would be entitled to the full
reasonably request to assist us in picking up the contents from your $1,000 that is our property before you would be entitled to any currency.
smart safe(s). If, notwithstanding your agreement that ownership of As a result, you would be responsible for the entire currency shortfall
currency contained in a smart safe is transferred to us at the time we ($300 in this example) and would only have a claim to the remaining
provisionally credit your account(s) for that currency, it is ever currency in such smart safe ($200 in this example). Moreover, if the
determined that you have any ownership or other rights in that currency, smart safe contains only$900 at the time we pick up the currency that is
then(a)you grant us a security interest in all your right,title and interest our property from that smart safe, we would be entitled to the full $900
in such currency to secure all of your obligations to us with respect to that is our property and we would also be entitled to an adjustment to
the SSDDP service and (b) you acknowledge that your safe provider is your account(s) and exercise any other rights and remedies we have
acting as our agent solely for the purpose of taking possession of such against you to recover the remaining $100 that is our property. You
currency. Notwithstanding the foregoing, and except as provided in the would not be entitled to any currency in such smart safe in this example.
next sentence, you will still be liable for the loss of any currency from
any smart safe until the relevant safe provider physically places that 9. Cash Vault Service. These SSDDP terms and conditions are
currency in our inventory held at such safe provider's processing site. If expressly made a part of the terms and conditions for the cash vault
we pick up the currency held in a smart safe, then you will not be service and are subject to the terms and conditions for the cash vault
responsible for the loss of that currency (as reflected in the contents service. Terms that are defined in the terms and conditions for the cash
report generated by such smart safe at the time we pick up such vault service have the same meanings when used in these SSDDP
currency)once it has been delivered to us or our armored courier. You terms and conditions. If there is any inconsistency on a particular issue
will not make any demand or bring any claim, action or proceeding of between these SSDDP terms and conditions and the terms and
any kind against any of our armored couriers, including any safe conditions for the cash vault service, these SSDDP terms and
provider serving as our armored courier,related to any of those armored conditions will control. You understand and agree, however, that our
couriers picking up the contents of a smart safe or otherwise following agreement to provide the SSDDP service does not permit you to use
our instructions with respect to the contents of a smart safe. If,at any any other aspect of the cash vault service unless we have agreed to
time, there is not enough currency in that smart safe to satisfy both our include it in our implementation of your setup for the cash vault service.
claim to the amount of currency that is our property and your claim to Your right to use the SSDDP service will terminate immediately upon
any additional currency that the smart safe reports has been accepted termination of your right to use the cash vault service.
into it, then the currency that is in such smart safe will be allocated first 10. Termination. We may terminate the SSDDP Service
to satisfy our claim in full before any such currency is allocated to satisfy immediately by giving you written notice of that termination. You may
any part of your claim. This means that you will be responsible for any terminate your use of the SSDD Service by giving us written notice of
currency shortfall in such smart safe. For example,if we have given you that termination; provided that any termination by you will not be
provisional credit for$1,000 with respect to the currency that has been effective until we have had a reasonable time to act on your notice.
Tax Payment Service
1. Description of the TTAXplus Service. The SunTrust Electronic respect to any state tax authority supported by the service after you
Tax Payment or"TTAXplus®" service allows you to initiate federal and have complied with our service requirements and the state enrollment
state electronic tax payment entries through the automated clearing process. You will be the"originator"for each of those entries(as that
house("ACH"),which is a funds transfer system for sending and settling term is defined in) and your use of the TTAXplus service is subject to
electronic entries among participating financial institutions. Details and you are bound by the National Automated Clearing House
regarding functionality and certain requirements that you must follow Association Rules and Operating Guidelines as in effect at the relevant
when using the service are provided in the TTAXplus reference time.
materials,which are made a part of this agreement,as they are updated
from time to time. 3. Your Warranties. You represent and warrant to us that(i)you
will complete and return to us IRS Form 8655-Reporting Agent
2. Functioning of the TTAXplus Service. Under the TTAXplus Authorization and (ii)you will comply with all equivalent state tax
service, we act as the originating depository financial institution or payment requirements. You agree to immediately notify us if any
"ODFI"with respect to tax payment entries that you send us or that are representation or warranty you make to us is no longer true.
sent to us on your behalf for the Federal Tax ID Numbers that you have
identified (in a form acceptable to us) and we have included in our 4. Origination and Processing of Entries. You must send all tax
implementation of your setup for the TTAXplus service. Those tax payment entries to us by using the procedures set forth in the TTWus
will account that'is identified in our reference materials. You will fund all tax payments at least two
a ments entries be settled to the acxo ti P Y
PY Y
in prior to the date establish for us to process and settle
TTAXplus service profile as it is in effect at the relevant time. You may business days p established p
use the TTAXplus service to send us state tax payment entries with your tax payment entries and we may not process tax payment entries if
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TERMS AND CONDITIONS
timely funding has not occurred. Failure to provide timely funding may (b) Password/PIN. We will give you another authorization
be deemed a material violation of this agreement. If we receive your code that the TTAXplus system may refer to as a password or PIN.
tax payment entries after the delivery deadline set forth in the TTAXplus Each password/PIN is uniquely linked to a particular Federal Tax ID
reference materials, we will treat them as if we received them on our Number and for each Federal Tax ID Number you must use the
next business day. We will format, process and settle to the account appropriate password/PIN for each particular tax payment entry you
identified in your TTAXplus service profile as it is in effect at the relevant want to send us.
time, all tax payment entries that we receive from you in accordance
with the ACH Rules, this agreement and the TTAXplus reference The authorization codes are not user-specific. This means that all of
materials. your authorized users must use the same set of authorization codes to
initiate a tax payment entry for a particular Federal Tax ID Number. We
5. Security Procedures. The following security procedures apply will send all of the authorization codes to the person identified as your
to all tax payment entries: "contact"in your TTAXplus service profile as it is in effect at the relevant
time. Your contact is then responsible for distributing the authorization
(a) Access Code. We will give you an authorization code codes to your users. You agree that these security procedures are
that the TTAXplus system may refer to as an access code. You must commercially reasonable.
use the access code (or your Tax Payment Identification Number) to
send us a tax payment entry for any Federal Tax ID Number that we
have included in your setup for the service.
Universal Payment Identification Code Service
1. Description of the UPIC Service. The SunTrust Universal UPIC rules and procedures as adopted by The Clearing House
Payment Identification fication Code or "UPIC" service provides
des a unique Payments Company L.L.C.
number assigned to one of your SunTrust demand deposit accounts,
which you can provide to your trading partners who make payments to 3. Eligible Accounts. The UPIC service may only be used for a
you through ACH. Your use of the UPIC service allows you to mask demand deposit account or other transaction account of a corporation,
your banking relationship and account number to reduce the risk of partnership, limited liability company, or unincorporated association; the
fraudulent use of your account. Details regarding UPIC's functionality United States or an agency of the United States; a state or local
and certain formatting and other technical requirements that you must government or an agency of a state or local government;or one or more
follow when using the UPIC service are provided in the UPIC reference individuals when the account is used primarily for business purposes.
materials as we update them from time to time. An account of one or more individuals used primarily for personal or
household purposes may not be used with the UPIC Service.
2. Roles under the UPIC Service. We will assign a separate
UPIC number to each of your eligible accounts that is identified in your 4. Use of UPIC Number. The UPIC number is only to be used
UPIC service profiles as they are in effect at the relevant time. Under for incoming electronic ACH credits. You may provide the UPIC number
the UPIC Service,we act as the receiving depository financial institution and the related universal routing number to your business trading
or"RDFI"with respect to UPIC entries that are sent to us on your behalf. partners that wish to originate ACH credit entries to you.You represent
As a Receiver, you agree to comply with the National Automated that you have not and will not authorize any person or entity to originate
Clearing House Association "NACHA" Rules and to comply with any any debit entries using the assigned UPIC number. We may terminate
your use of the UPIC service at any time.
Wholesale Lockbox Service
1. Description of the WLB Service. The SunTrust Wholesale WLB service for you with respect to the account(s) described in those
Lockbox or "WLB" service is designed to facilitate the receipt and instructions.
processing of your accounts receivable remittances. Details regarding
WLB's functionality and certain formatting and other technical 3. Request for Image Services. The Image services enable you
requirements that you must follow when using the WLB service are to view images of checks and remittance payment information that are
provided in the WLB reference materials as we update them from time received through your lockbox. You can access these images and
to time. transaction information through Image Browser, Image CD ROM and/or
Image Transmission file. Details regarding these services, their
2. Implementation of the WLB Service. Once we have included functionality and certain requirements that you must follow when using
the account(s) identified in your WLB service profiles as they are in the Image services are provided in the Image reference materials as
effect at the relevant time in our implementation of your setup for the they are updated from time to time. We will provide you one or more of
WLB service, we will send you a copy of your initial lockbox operating the following image service(s)as reflected in your WLB service profiles
instructions for a particular lockbox number and will update those as they are in effect at the relevant time:
instructions from time to time based on information you give us. Once
we send you a copy of the initial instructions,we will begin providing the
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(a) Image Browser - intemet-based access to your lockbox received in a lockbox in accordance with the instructions in effect at the
images and data with flexible viewing parameters and search capability relevant time and send you deposit advices for those items.
for check and document information using a specific date or several
search criteria, administrative management over users and their access (a) Endorsement. We will endorse items for deposit with our
privileges, Web-accessible historical data, exportable transaction standard lockbox endorsement and deposit them to the relevant
information, check and document images that can be emailed directly account. We will not be liable for any failure to endorse an item
from this Image service and annotation tools that can be used to create properly.
notes or highlight information on check or document images that can be
saved for future reference. Batch Download, Full Text Search,Remitter (b) Forwarding Items. If you receive an item that should
Keying capabilities and direct access to the image browser using have been delivered to a lockbox, you may forward it to our lockbox
Lockbox Programmer Interface are also available as additional service department. If you have more than one lockbox, you must designate
selections. You must designate (in a form that is acceptable to us) a the lockbox through which we should process the item.
security administrator responsible for setting up and maintaining your
(c) Inspection of Items. We will use good faith efforts to
users access to the Image Browser service. We will assign a unique
user-specific user ID and password to this designated security inspect items as follows: (i)an item containing a payee name that does
administrator and enable access to Image Browser service for the not reasonably correspond with your acceptable payee list(if you have
lockbox accounts which have been set up for you. This person has all given us one) will be handled in accordance with the instructions in
of the rights and duties described in the general terms and conditions. effect at the relevant time;and(ii)if an item contains inconsistent written
If you implement image archival services as part of your Image Browser and numeric amounts,then:(A)if the item is accompanied by an invoice
service and your Image Browser service is later terminated, upon and one of the amounts is consistent with the invoice amount, the item
request from you, we can create a CD ROM of your archived data and will be deposited for the invoice amount or (B)if (1)the item is
mail it to you. accompanied by an invoice and neither of the amounts is consistent
with the invoice amount or (2)the item is not accompanied by an
(b) Image CD ROM-after delivery by mail,you have access invoice, the item will be deposited for the written amount unless the
to your lockbox images along with index fields of information for long instructions that are in effect at the relevant time direct otherwise. You
term archival purposes.CD ROM of lockbox images can be downloaded agree that we do not fail to exercise good faith efforts to inspect an item
onto your computer. You must designate(in a form that is acceptable to solely because we process it in a manner inconsistent with this
us)a security administrator responsible for using the software needed to paragraph.
access the CD ROM of your lockbox images. The CD ROM will be
encrypted to protect your data during transit in the mail.We will provide (d) Signature, Date or Disputed Items. We will not inspect
(i)any item for the drawer's signature or date or (ii)unless otherwise
(bye-mail)a unique PIN number that your security administrator will use
to de-encrypt and access the CD ROM. This person has all of the rights agreed in writing and in exchange for the payment of a separate per
and responsibilities described in the general terms and conditions. item fee, any item and/or accompanying correspondence for"payment
in full"or other similar payment dispute language. We will not be liable
(c) Image Transmission file - customized access to your for any loss resulting from processing any such items, including any
lockbox images along with index fields of information that can be items we may inspect for "payment in full" or similar payment dispute
downloaded directly into your Accounts Receivable systems. Image language under a separate written agreement.
Transmission files are encrypted and are transmitted using File Transfer (a) Cash and Other Property. We will deposit any cash
Protocol(FTP). You must designate(in a form that is acceptable to us)
a technical contact responsible for receiving or retrieving your Image received in a lockbox into the relevant account. Any property other than
Transmission files. You will retrieve your Image Transmission files by items, cash and related remittance materials received in a lockbox will
accessing a FTP site and by using the unique user ID and password be sent r you. You agree that we have no liability for any cash or other
" property received in a lockbox.
assigned to your company. If you elect for us to push your Image
Transmission files to you, you can provide us the information needed to 5. Remittance Materials. We will only return to you the original
access your computer system to deliver the files. We will send the URL remittance materials (such as invoices, payment coupons,
address and the user ID and password to the person you designate as correspondence and the like)received in a lockbox if the instructions in
your contact. This person has all of the rights and duties described in effect at the relevant time direct us to return those materials. We will
the general terms and conditions. destroy the original remittance materials within 10 days after we receive
You agree that the security procedures for each of the Image services them. Once we destroy the original remittance materials,the images of
you select are commercially reasonable. them that we may capture during their processing will be the only source
of information about their contents. You agree that we will have no
4. Processing of Deposits. We will establish one or more post liability for any missing image or if any image we capture is not legible.
office boxes or "lockboxes" in your name as described in your WLB
service profiles as they are in effect at the relevant time. On each 6. Affiliate Deposits. If you have not given us an acceptable
banking day after a lockbox has been established, we will process the payee list, you represent and warrant to us that you have the authority
checks,drafts and money orders(all of which are referred to as"items") to have each item received in a lockbox endorsed and deposited into
your account(s),even if the payee name on an item is not your name as
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shown in our records. In addition, if you have given us an acceptable otherwise direct (in a form acceptable to us). After that time, we will
payee list,you represent and warrant to us that if any name on that list stamp all remittances"refused"and return them to the sender.
that is a separate legal entity(rather than merely a"d/b/a"or trade name
that you use), you have authority from that entity to have items payable
to it endorsed and deposited into your account(s). You agree to provide
us with satisfactory evidence of that authority upon request.
7. Return Items. Unless otherwise stated in the instructions, we
will handle dishonored or returned items in accordance with our rules
and regulations for deposit accounts in effect at the relevant time.
8. Termination. If your use of the WLB service or the agreement 1
is terminated,we will complete the processing of items we received prior
to the termination date. For a period of 90 days after the termination
date, we will forward all lockbox remittances to you or as you may
Wire Transfer Service
1. Description of the Wire Transfer Service. The SunTrust Wire 2. Designation of Authorized Senders. In order to use the Wire
Transfer service is a funds transfer system that is available over the Transfer service, you must designate person(s) as Authorized Senders
Internet through certain designated online services or dedicated who will initiate and verify payment orders and provide instructions with
telephone lines for sending and settling, payment orders among respect to any authorized account. These persons will have all of the
participating financial institutions. You may use the Wire Transfer rights and responsibilities described in the SunTrust Funds Transfer
service with respect to the accounts and authorized senders that you Agreement and will be identified in your Wire Transfer service profiles
have identified (by your confirmation of a Wire Schedule A and H as they are in effect at the relevant time.
Service Profile and acceptance of the SunTrust Funds Transfer
Agreement) and that we have included in our implementation of your 3. Security Procedures. The security procedures for the Wire
setup for the Wire Transfer service. Details regarding the SunTrust Transfer service include the requirement that your Authorized Senders
Funds Transfer Agreement are provided as an addendum to these use the PIN codes that we will assign as described in the SunTrust
Terms and Conditions as we update them from time to time. In the Funds Transfer Agreement. You agree that these security procedures,
event of any conflict between these Terms and Conditions and the as defined in the SunTrust Funds Transfer Agreement are commercially
SunTrust Funds Transfer Agreement,the Agreement will prevail. reasonable.
Zero Balance Account Service
1. Description of the ZBA Service. The SunTrust Zero Balance subsidiary account. When we post these entries to a master account,
Account or "ZBA" service allows you to manage your cash flow by we will also post offsetting entries to the relevant subsidiary account.
aggregating debit and credit entries from one or more zero balance or You agree to maintain sufficient available balances at all times in each
"subsidiary"accounts to a master account on a daily basis. master account identified in your ZBA service profiles as they are in
effect at the relevant time to cover any debit activity (and any target
2. Daily Posting and Funding. You may use the ZBA service ledger balances) of all subsidiary accounts funded by that master
with respect to the subsidiary accounts, master accounts any account as well as any debits presented directly against that master
supermaster accounts (if any) reflected in your ZBA service profiles as account. We are not obligated to pay checks, drafts, withdrawal
they are in effect at the relevant time and that we have included in our requests or other debits presented against a master account or a
implementation of your setup of the ZBA service. At the end of each subsidiary account unless there are sufficient available funds on deposit
banking day,we will transfer all debit and credit entries that were posted in the applicable master account. You agree that we may fund
to a subsidiary account that banking day to the master account for that subsidiary account activity from the applicable master account identified
subsidiary account as identified in your ZBA service profiles as they are in your ZBA service profiles as they are in effect at the relevant time
in effect at the relevant time,so that each subsidiary account has a zero whether or not the ownership and/or authorized signers of the subsidiary
ledger balance (or the target ledger balance, if any, indicated for that account are the same as those for the master account,
subsidiary account in your ZBA service profiles as they are in effect at
the relevant time) at the end of each banking day. We will do this by 3. Super Master Accounts. If you have identified one or more
posting to the relevant master account a single debit entry equal to the super master accounts in your ZBA service profiles as they are in effect
total amount of all checks,drafts,withdrawals and other debits(if any)in at the relevant time, any master account funded by the super master
each subsidiary account, and a single credit entry equal to the total account will be treated as a subsidiary account of that super master
amount of all deposits, transfers and other credits (if any) in each account.
subsidiary account or,at your option,we will post to the relevant master
account a single entry equal to the net debit or credit activity in each
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4. Duration and Changing of Options. Once you have confirmed 5. Termination of Service. We may terminate the ZBA service
a service profile for this service and we have included the information immediately by giving you notice of the termination.Notwithstanding the
from it in our implementation of your setup for the ZBA service, we will foregoing,to the extent possible,we will give you prior written notice in
post the total of all debits and the total of all credits(or, at your option, the event that the ZBA service is discontinued for all SunTrust Bank
the net amount of all debits and credits)from each subsidiary account to clients.You may terminate the ZBA service by giving us notice of the
the relevant master account in accordance with the selections reflected termination,provided that any termination by you will not be effective
in that service profile for this service until (a)your use of the ZBA until we have had a reasonable time to act on your notice.
service or the agreement is terminated or(b)you confirm a ZBA service
profile that adds, deletes or modifies your previous selections and we
have had a reasonable time to act on it before we receive the relevant
debits or credits.
Funds Transfer Agreement
This SunTrust Funds Transfer Agreement, the terms and conditions to time by Customer) in which the debit and beneficiary information
of which are set forth below, shall govem all funds transfers between remain constant,but the date and dollar amount may vary.
Bank and Customer. Statement means Customer's periodic Account statement.
1. Definitions.The following are defined terms: Transfer means a transfer of funds by Fedwire, SWIFT, telex,
Account means the account(s) designated by Customer on its computer terminal, electronic, or other means, including Repetitive
Schedule A to this Agreement (as superseded from time to time by Transfers and Standing Order Transfers, but excluding transfers made
Customer as provided herein)to be used as the source of payment for through the ACH system, as defined by the operating rules of the
Payment Orders. National Automated Clearing House Association.
Authorized Sender means a person designated by Customer on Test Key means a method for detecting errors in the amount of a
its Schedule A to this Agreement(as superseded from time to time by Payment Order through codes, mathematical equations, identifying
Customer as provided herein), authorized to submit and/or verify words,or numbers.
Payment Orders and Instructions to Bank.
Bank means the SunTrust Bank(s) where the Account is 2. Authorized Sender.
maintained,its/their successors and assigns. Authorized Senders may provide Payment Orders and Instructions
Confirmation means any notice (oral, written, electronic, or to Bank with respect to any authorized Account. If Customer desires to
otherwise)informing Customer of the date and amount of each Transfer revoke or modify the authority of any Authorized Sender or add
to or from an Account. additional Authorized Senders, Customer shall execute and deliver to
Customer means the individual who or entity which signed Bank a new Schedule A which shall supersede its prior Schedule A and
Schedule A to this Agreement. revoke all prior authorizations. In addition to listing new Authorized
Instructions means the Transfer related directions given by an Senders, any subsequent Schedule A must list all Authorized
Authorized Sender to Bank, including amendments or cancellations of Senders designated on its prior Schedule A and state whether or
Payment Orders. not there is any revocation or change of authority for each
Payment Order means a request(oral,written,or electronic)from previously listed Authorized Sender. Bank shall have no liability for
kin
an Authorized Sender directing Bank to initiate a Transfer from an any loss arising from Customer's failure to provide mformabon revoking
Account. or changing an Authorized Sender's authority in the manner stated
International Payment Order means a Payment Order in which above. Any new Schedule A shall not be effective until accepted by
the beneficiary's bank is located outside of the United States. Bank and Bank has had a reasonable time to act upon it.
PIN means the personal identification number assigned by Bank to
each Authorized Sender. 3. Form of Instructions.
Repetitive Transfers mean Transfers initiated by Payment Orders Bank may act upon Payment Orders or Instructions.Any Payment
in which the debit and beneficiary information designated by Customer Order or Instruction which does not comply with Bank's procedures or
on its Schedule B to this Agreement(as amended from time to time by which exceeds the available balance of the funds on deposit in an
Customer)remains constant,but the date and dollar amount vary. Account may be canceled from Bank's wire system without notice to
Standing Order Transfers mean Transfers made as ordered by Customer or liability to Bank.
Customer on its Schedule D to this Agreement(as amended from time dial Instructions. Customer may elect to authorize Repetitive
Transfers on its Schedule B and Standing Order Transfers on its
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_,,{�, TREASURY MANAGEMENT
SUN RUST TERMS AND CONDITIONS
Schedule D to this Agreement. Bank's assignment, if any,of a repetitive Verification. Bank may, in its sole discretion, verify or authenticate
code for Repetitive Transfers is not a security procedure and will not be any Payment Order or Instruction by contacting Customer by telephone
used as such. or by any other means deemed reasonable by Bank,but Bank is under
Electronic Instructions. If Bank accepts Customer's election to no obligation to do so. If Bank is unable to verify or authenticate a
initiate Payment Orders and Instructions from Customer's electronic Payment Order or Instruction, it is within the Bank's sole discretion to
access system, Customer shall be responsible for the security and either effect or refuse such Payment Order or Instruction. Bank will not
confidentiality of Customer's system and for the accuracy and verify any Transfer initiated electronically.
completeness of any data received by Bank. Bank will not verify any Test Kev. Bank may upon Customer's written request, provide a
electronically initiated Transfer. Test Key for detecting errors in the amount of a Payment Order. If
Customer elects to use a Test Key, any Payment Order which passes
4. Confirmations and Duty to Report Errors. the Test Key shall be deemed correct as to amount.Bank and Customer
The date and amount of each Transfer are described on the acknowledge that no other error detection procedure for dollar amount
applicable Statement. Subject to the charges referenced in Paragraph verification has been established.
12, herein, Bank may also deliver Confirmations to Customer at the
address, telephone/facsimile number or other communications system 8. Recording.
specified by Customer. Customer may elect on its Schedule E to this Customer consents to Bank recording telephone calls, including,
Agreement, to receive facsimile Confirmations. A Customer initiating without limitation, Payment Orders and Instructions. Customer assumes
Transfers from its electronic access system may receive on-line the responsibility for obtaining the consent of the Authorized Senders for
Confirmation of each Transfer. Bank will not deliver next day notice of these recordings.The recordings made shall be conclusive confirmation
receipt of incoming Transfers.Customer shall examine upon receipt,but of Payment Orders and Instructions. Customer acknowledges that not
in no event later than 30 days after receipt, any Statement or all calls will be recorded.
Confirmation (whichever first occurs) and notify Bank of errors, if any.
Failure to notify Bank of any error within such 30 day time period shall 9. International Transactions.
relieve Bank of all liability for the Transfers reflected in such Statement International Payment Orders. If Bank receives a U.S. Dollar-
or Confirmation. denominated International Payment Order, then (except as provided in
the next sentence)Customer hereby instructs Bank to either:
5. Amendment or Cancellation of Payment Orders. (a) convert the amount of such International Payment Order into
Any Instruction canceling or amending a Payment Order is not the currency (the "Conversion Currency") of the country in which the
effective unless Bank has received such Instruction at a time and in a beneficiary's bank is located (at Bank's sale rate for the Conversion
manner affording Bank a reasonable opportunity to act before making Currency in effect on the date Bank executes such International
the Transfer. If an Authorized Sender requests that Bank attempt to Payment Order),execute such International Payment Order by issuing a
recover transferred funds, Customer may be required to deposit funds payment order for the corresponding amount of the Conversion
with Bank or provide other payment assurances that are satisfactory to Currency and forward to the beneficiary's bank the relevant currency
Bank to cover the cost, expense, charges, and/or attorneys' fees conversion data;or
incurred by Bank in its recovery attempt. Bank's attempt to recover (b) execute such International Payment Order by issuing a U.S.
funds shall not be an acceptance of responsibility for the completed Dollar-denominated payment order in the amount of such International
Transfer. Bank does not guarantee the recovery of all or any part of a Payment Order to an intermediary bank and instruct such intermediary
Transfer. bank to convert the amount of such payment order into the Conversion
Currency (at such intermediary bank's sale rate for the Conversion
6. Deadlines. Currency in effect on the date such intermediary bank executes such
Bank shall establish deadlines for the receipt of Payment Orders payment order).
and Instructions including cancellations and amendments. Payment Bank will not convert(or instruct an intermediary bank to convert)a
Orders and Instrictions received after the deadline shall be treated as U.S. Dollar-denominated International Payment Order into the
received on the next business day. Bank may, in its sole discretion, Conversion Currency if(1) such International Payment Order specifies
execute Payme t Orders received after the deadline on that same an intermediary bank, (2) the amount of such International Payment
business day onl as an accommodation to Customer. Order exceeds an amount (the "Conversion Cap") specified by Bank
and in effect on the date it executes such International Payment Order,
7. Security Procedures. (3) the Conversion Currency is not a currency (an "Eligible Currency")
Acknowledgment and Amendment. Customer acknowledges that specified by Bank as one into which it will convert U.S. Dollar-
the Bank's security procedures are commercially reasonable. Bank denominated International Payment Orders on the date Bank executes
reserves the right to change the security procedures from time to time. such International Payment Order, (4) Customer gives an Instruction (a
PINs. Bank shall assign a PIN to each Authorized Sender which "No-Conversion Instruction") along with such International Payment
must be used each time an Authorized Sender makes or verifies Order that it is not to be converted into the Conversion Currency or(5)
Transfers or provides Instructions. Customer shall be responsible for such Intemational Payment Order is subject to an opt out election for
maintainingthe confidentiality of the PINs and shall promptly report an automatic currency conversion as reflected on a Schedule H to this
ty P P Y Po Y cY
breach of confidentiality to Bank. Agreement (if any) that is in effect on the date Bank executes such
International Payment Order.
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0410 _,,{�, TREASURY MANAGEMENT
, SUN RUST TERMS AND CONDITIONS
Bank's experience is that a very high percentage of U.S. Dollar- Payment Orders and Instructions to Bank and in reviewing Statements
denominated International Payment Orders are converted into the and Confirmations for errors.
Conversion Currency by the beneficiary's bank before being made Limitation of Liability. Bank shall only be liable as provided by
available to the beneficiary. Bank believes the conversion of U.S.Dollar- applicable law for any error or delay and shall have no liability for not
denominated International Payment Orders into the Conversion effecting a Transfer if: (a)Bank receives actual notice or has reason to
Currency before they are executed by Bank may offer several benefits believe that Customer has filed or commenced a petition or proceeding
to Customer and/or the beneficiary, including earlier conversion, better for relief under any bankruptcy, insolvency, or similar law; (b) the
exchange rates and expedited availability of funds. However, Customer ownership of the funds to be transferred or the Authorized Sender's
is solely responsible for determining if the conversion of a U.S. Dollar- authority to do so are in question;
denominated International Payment Order into the Conversion Currency (c) Bank suspects a breach of the security procedures; (d) Bank
is consistent with Customer's contractual and other obligations to the suspects that the Account has been used for illegal or fraudulent
beneficiary. If such conversion is not consistent with those obligations, purposes;(e)Bank attempts to verity a Payment Order and is unable to
Customer should give Bank a No-Conversion Instruction along with the do so;(f) Customer does not have available funds to effect the
International Payment Order.Moreover,if Bank receives a demand from Transfer;(g) Bank reasonably believes that a Transfer is prohibited by
the beneficiary or the beneficiary's bank for reimbursement of sums federal law or regulation,including,but not limited to,those promulgated
relating to the conversion of a U.S. Dollar-denominated International by the Office of Foreign Assets Control/Department of the Treasury; or
Payment Order, Bank will seek an Instruction from Customer as to (h)otherwise so provided in this Agreement.
whether Bank should remit those sums to the beneficiary's bank (in Customer will hold Bank harmless: (w) if Bank acts in accordance
which event,they will be charged to the Account). with Payment Orders and Instructions, including, but not limited to,
Information regarding the current Conversion Cap and Eligible amendments or cancellations; (x) if Bank attempts to recover funds
Currencies may be obtained by contacting Bank. In that regard, Bank upon the request of an Authorized Sender;(y)for any loss resulting from
may determine the Eligible Currencies without regard to whether it the unauthorized access to or use of PINs; or (z) for any matters
trades those currencies generally. If Customer desires to ensure that referenced in this Agreement for which Customer has responsibility.
Bank executes an International Payment Order in a currency other than Any damages or other compensation due Customer resulting from
U.S. Dollars, then Customer should denominate that International Bank's negligence shall be limited to interest on the funds at issue at the
Payment Order in the desired currency. federal funds rate paid by Bank at the close of business on each day the
If Bank receives an International Payment Order that is error or delay remains uncorrected;provided,however,if Bank is unable
denominated in a currency other than U.S. Dollars, Bank will convert the to recover the funds from the transferee who has no claim to all or any
funds from the Account into the requested currency(at Bank's sale rate portion of the funds erroneously transferred as a result of the Bank's
for that currency in effect on the date Bank executes such International negligence, Bank shall be liable for Customer's actual loss, not to
Payment Order).Any returned funds will be converted by Bank into U.S. exceed the amount of funds which Bank is unable to recover, plus
Dollars at Bank's then current buy rate for that currency on the day of interest at the rate described above. Bank shall not be responsible for
return. Bank shall not be liable for any resulting exchange losses. If, as any loss, damage, liability, or claim, arising directly or indirectly, from
a result of the exchange rate, excess funds have been remitted, such any error, delay, or failure to perform any of its obligations hereunder
funds will be returned to the Account less the exchange costs. which is caused by fire, natural disaster, strike, civil unrest, any
Customer hereby instructs Bank that it may(a)obtain payment of inoperable communications facilities,or any other circumstance beyond
its charges for services and expenses in connection with the execution the reasonable control of the Bank. In no event shall Bank be liable to
of an International Payment Order by issuing a payment order in an Customer for indirect, consequential, special, punitive, or exemplary
amount equal to the amount of that International Payment Order less damages.
the amount of the charges and (b) instruct any subsequent receiving
bank to obtain payment of its charges in the same manner. 12. Fees.
Customer shall pay all fees and charges which Bank may, from
10. Name and Account Number Inconsistency. time to time, impose for the performance of services provided in this
Customer shall ensure the accuracy of its Payment Orders and Agreement. In addition, Customer shall reimburse Bank for all out-of-
Instructions.If a Payment Order inconsistently describes the beneficiary, pocket expenses incurred by Bank in effecting Payment Orders and
beneficiary's bank,or intermediary bank by name and number, payment Instructions, including cancellations, amendments and attempted
might be made by the intermediary or beneficiary's bank on the basis of recoveries.
the number even if the number identifies a person or bank other than
the named beneficiary or bank. Customer shall be responsible for any 13. Notices.
loss associated with such inconsistency. Oral notices, Instructions,directions,Confirmations,verifications,or
other oral communications with respect to Transfers and this Agreement
11. Liability. shall be given,if to Bank,to Customer's assigned relationship manager,
Duty of Reasonable Care. Bank shall exercise good faith and and, if to Customer, to the telephone number provided by Customer on
reasonable care in performing the services provided for in this its Schedule A to this Agreement. Written notices, Instructions,
Agreement. Customer shall exercise good faith and reasonable care in directions, Confirmations, verifications, or other written communications
observing and maintaining security procedures, in communicating with respect to Transfers and this Agreement shall be sent,if to Bank,at
the Bank's address on the Statement,and if to Customer,at the address
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TREASURY MANAGEMENT
SU N 1,{�,RUST TERMS AND CONDITIONS
provided by Customer on its Schedule A to this Agreement. Either party the extent it is invalid, without in any way affecting the remaining
may change its telephone number or address by giving written notice to provisions of this Agreement.
the other party.
14. Applicable Law,Jurisdiction and Account Agreement.
This Agreement is subject to all applicable Federal Reserve Bank
operating circulars and any other applicable provisions of Federal law. If
Bank uses Fedwire to effect a Transfer, Federal Reserve Board Client Name:
Regulation J, Subpart B shall apply. Except as so provided, this
Agreement shall be governed by and interpreted in accordance with the Authorized Signer:
laws of the state in which the Account is located. Customer consents to Print Name:
the jurisdiction and venue of any court located in such state,selected by
Bank in its sole discretion. The parties agree that, in the event of a Print Title:
dispute,they will submit same to mediation prior to any legal action.The Date:
terms and conditions of any schedule, account agreement, signature
card, authority, and the Bank's Rules and Regulations for Deposit SunTrust Bank
Accounts are incorporated herein by reference. If any conflict or
inconsistency exists between the terms and conditions of this Authorized Signer:
Agreement and any of the above,this Agreement shall control. Print Name:
15. Jury Trial Waiver. Print Title:
Customer and Bank hereby knowingly, voluntarily, intentionally, Date:
and irrevocably waive the right either of them may have to a trial by
jury in respect to any litigation,whether in contract or tort, at law
or in equity,based hereon,or arising out of,under or in connection
with this Agreement and any other document or instrument
contemplated to be executed in conjunction herewith, or any
course of conduct, course of dealing, statements (whether verbal
or written) or actions of any party hereto. This provision is a
material inducement for Bank entering into this Agreement.
Further, Customer hereby certifies that no representative or agent
of Bank, or Bank's counsel, has represented, expressly or
otherwise,that Bank would not,in the event of such litigation,seek
to enforce this waiver of right to jury trial provision. No
representative or agent of Bank, or Bank's counsel has the
authority to waive,condition,or modify this provision.
16. Amendment and Termination.
This Agreement may be amended by Bank from time to time by
written notice to Customer. Any use of services provided hereunder
after Customer's receipt of the notice shall constitute acceptance of the
terms of the amendment. Either party may terminate this Agreement by
giving at least 30 days prior written notice to the other party. Bank may
terminate this Agreement immediately,without prior notice to Customer,
if:(a)the Account(s)has no annual activity or has been closed;(b)Bank
suspects a breach of Customer's security procedures; (c)Bank receives
actual notice or has reason to believe that Customer has filed or
commenced a petition or proceeding for relief under any bankruptcy,
insolvency,or similar law;or(d)Bank suspects that the Account(s)have
been used for illegal or fraudulent purposes.
17. Miscellaneous.
This Agreement shall be binding upon and inure to the benefit of
the parties, their legal representatives, successors, and assigns, by
merger or otherwise. If any provision of this Agreement shall be
declared invalid or unenforceable, said provision shall be ineffective to
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