SunTrust Treasury Management Master Agreement 11AI'2Vi2 aoia-ago s S
I�I�ib SUNTtUST TREASURY MANAGEMENT
MASTER AGREEMENT
1. Introduction. SunTrust Bank offers a full range of treasury management (h) Online Services and Software Materials. We may grant to you a
services to our clients. Throughout this master agreement, (a)SunTrust Bank nonexclusive,nontransferable,limited license or sublicense to use one or more
is referred to as "we," "us" or "our," (b)the treasury management services software programs in connection with certain services. There may be a
described in our treasury management terms and conditions referred to below separate license agreement (which may be a "shrink wrap' or "click wrap"
are referred to as the "services," (c)this master agreement and the other agreement and may be with us or a third-party vendor)and/or user manual for
documents described below are together referred to as the"agreement,"(d)the some of those software programs. Those software programs and those other
person or entity using one or more of the services is referred to as "you" or items are all part of the software materials. There may also be additional online
"your" and (e)the individuals identified in any resolution, certificate, delegation or"click wrap"terms for the use of the online services. The agreement,online
of authority or other document that you have given us as having authority to terms and any applicable separate license agreement and user manual set forth
enter into or amend the agreement on your behalf are referred to as your the terms and conditions relating to your right to use those online services and
"authorized signers." software programs as well as important instructions and requirements for their
When you sign this master agreement you are agreeing to be bound by
use.
the terms and conditions of the agreement. The agreement is a legally binding (i) Rules and Regulations. The rules and regulations for deposit
contract that can only be changed as provided in this master agreement. accounts that you maintain with us set forth certain general provisions relating
2. Organization of Agreement. As indicated above, the agreement is made to the establishment,maintenance and operation of your deposit accounts.
up of several documents,each of which serves a special purpose. The relevant If there is any inconsistency on a particular issue among the documents
documents and their purposes are as follows: that make up the agreement,the documents will control that particular issue in
(a) Treasury Management Terms and Conditions. Our treasury the order set forth from top to bottom above.
management terms and conditions fall into two categories(i)the general terms 3. Amendments. We may change or add to the provisions of this master
and conditions that govern the use of all services and(ii)the specific terms and agreement and any of the general terms and conditions by giving you 30
conditions that govern the use of each individual service. The most recent calendar days'prior notice. We may change or add to the terms and conditions
version of our treasury management terms and conditions is always posted on for any individual service by giving you 30 calendar days'prior notice. We may
the following website: www.suntrust.com/treasuryterms. You may access it at change the information in the implementation/setup forms without giving you
any time by visiting the site and opening the document with the password we notice. If you continue to use a service after any of these changes or additions
have given you. We will also give you a printed copy of the current version of become effective (or you earlier confirm a service profile for an affected
those terms and conditions upon request. service),you are bound by those changes or additions. If a change or addition
is required by applicable law, clearing house rules or funds transfer system
(b) Master Agreement. This master agreement describes the structure rules,or if we believe that the change or addition is necessary for the security or
of the agreement and sets forth certain of the basic contractual provisions integrity of the systems that we use in providing any services for you,we may
relating to your use of the services. give you notice of the change or addition promptly after we make it. In that
(c) City of Miami Beach Request for Proposals No.53-11/12,dated July case,you are bound by the change or addition unless you terminate your use of
25, 2012, as amended by the SunTrust Bank Proposal in response to the the relevant service(s) immediately after you receive our notice. We may
Request for Proposals dated September 14,2012. change or add to the terms of the software materials or the rules and
regulations by following the procedures set forth in those documents.
(d) Reference Materials. The reference materials for a service provide 4. New Services. If we agree to provide a new service for you,we will create
details regarding the functionality of that service, as well as certain formatting
and other technical requirements that you must follow when using that service. one or more service profiles reflecting certain instructions you give us regarding
Reference materials may include, without limitation, a user manual, a quick your setup for that new service and send or otherwise make them available to
reference guide, a service demo and/or file formats and specifications. Not you. You may not use that service until you have confirmed (in a manner
every service has reference materials. acceptable to us)that those service profiles are correct,you have successfully
completed any required testing or training for that service and we have
(e) Delegation of Authority. A delegation of authority is optional. By completed our implementation of your setup for that service. If you attempt to
using one, you are giving other people within your company authority with use a new service without satisfying one or more of these conditions,we may
respect to the agreement and/or the services. refuse to provide that service but, if we do provide it, you are bound by the
terms of the agreement relating to that service(including,without limitation,the
(f) Service Profiles. A service profile reflects certain instructions you general terms and conditions and the terms and conditions for that new
give us regarding your setup for a particular service, such as the account(s) service)'
linked to that service,the authorized users for that service and the options you
select for that service. 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 the type reflected on
(g) Implementation/Setup Forms. An implementation/setup form is an a service profile,we will send or otherwise make one or more service profiles
internal document that we use to record additional information and/or reflecting those instructions available to you. That change will not take effect
instructions you give us with respect to a particular service. until you have confirmed (in a manner acceptable to us) that those service
profiles are correct, you have successfully completed any required testing or
training for the change and we have completed our implementation of the
Rev. 11/25/08
City of Miami Beach(ivg 1.4.13 v.2) Page 1 of 2
111111011161-5 Sg aL7ST TREASURY MANAGEMENT
MASTER AGREEMENT
change. In that regard, changes to your setup for a service reflected on a 6. Electronic Records and Signatures. You consent to the use of electronic
service profile will be implemented either on an "incremental' basis or a records and signatures with respect to your use of the services. Without limiting
.complete replacement" basis, as reflected and to the extent indicated in the the types of electronic signatures we may accept,you agree that,if we elect(at
service profile.
our option) to send a service profile to you as an attachment to an e-mail
If a change is implemented to your setup for a service on an incremental message, you (a)will be deemed to have confirmed that service profile is
basis, that change supplements (as an addition, deletion or modification), but correct if we receive an e-mail message to that effect that purports to be from
does not replace,the information in your setup for that service. For example,if one of your authorized signers, (b)adopt that e-mail message as your
an incremental service profile indicates that it adds a new authorized user for a electronic signature with the intent to sign that service profile and (c)will be
service,all existing authorized users for that service continue to be authorized bound by that service profile to the same extent as if one of your authorized
users unless you specifically request that we delete one or more of them and signers had printed,signed and given it to us.
that deletion is reflected in a separate service profile that you confirm (in a
manner acceptable to us). 7. Acknowledgement of Receipt and Agreement to be Bound. By signing
below(and each time you confirm a service profile), you acknowledge that you
If a change is implemented to your setup for a service on a complete have received (or have been given electronic access, including the necessary
replacement basis, the information identified in that service profile completely password, to) a complete copy of, and that you have read, understand and
replaces the information in your setup for that service,to the extent indicated in agree to be bound by all provisions of our treasury management terms and
that service profile. In that regard, information can be completely replaced conditions(including,without limitation,those that(a)limit our liability to you,
(a)only for the account(s) identified on the service profile, (b)only for the (b) describe your obligations to us, (c) authorize us to rely on
combination of the account(s) and linked feature(s)of the service identified on authorization codes, (d) waive the right to a jury trial and (e) require
the service profile or(c)for all accounts using the service. binding arbitration) in the form and with the content then posted on the
For example,if a service profile indicates that it completely replaces all of identified website(as we may update them from time to time) with respect to
your previous service profiles for a service with respect to the account(s) your use of all services.
identified in that service profile,then only the authorized users identified in that Signature. This master agreement has been signed and delivered(which
service profile are authorized to use the service with respect to the identified you agree may be by facsimile or e-mail attachment) on your behalf by the
account(s). However, none of your service profiles for other accounts using person whose name is printed below. That person represents and warrants to
that service are affected and all authorized users listed on them continue to be us that he or she is one of your authorized signers and that you have taken all
authorized users with respect to those other accounts, action required by your organizational documents to authorize him or her to sign
Alternatively, if a service profile indicates that it completely replaces all of and deliver this master agreement(and any other documents we may require
your previous service profiles for the combination of an account and lockbox with respect to the services) on your behalf. The agreement completely
identified in that service profile,then only the image delivery option(s)selected replaces any other ones you have given us in the past with respect to the
in that service profile will be provided with respect to the combination of the services, except that any instructions you have given us under any such past
identified account and lockbox. However,none of your service profiles for other agreements continue to be effective until replaced or deleted in accordance with
combinations of accounts and lockboxes for that service are affected and all the agreement (including, without limitation, through a service profile or an
image delivery options selected in them will continue to be provided with implementation/setup form).
respect to those other combinations of accounts and lockboxes Client Name: X KA
Finally, if a service profile indicates that it completely replaces all of your Authorized Signer:
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. Print Name:
None of your previous service profiles for that service are effective and none of 7 t
the options identified on them will apply with respect to any of your accounts Print Title: Oc 1" o V--
using the service.
We may refuse to accept letters,a-mails or other forms of communication Address: � 6G
that instruct us to change your setup for a service if those instructions are of the * /�
type reflected on a service profile. However, you agree that we may (at our I-t1(�rul LC�G�1 F� 33/3�I
option)accept an e-mail that purports to be from one of your authorized signers E-Mail: �
and that instructs us to delete one or more accounts from your setup for a �UQn(Old f? M�Qwtr K�Yi(h -Sj0
service without requiring you to confirm a service profile reflecting that Phone: u
32>__ 673-70a) J . ti5�
instruction.
Fax: -1% 37-Y- �l',t c
Date: �_ _ 2_o/3
APPROVM AS TO
Rev. 11125/08 ' FORM&LANGUAGE
City of Miami Beach(ivg 1.4.13 v.2) &FOR FXAnWN Page 2 of 2
- o4j
t omeW_ _ Date
ildlG 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
AccountReconciliation Service.....................................................................................................................................9
Accounts Receivable Conversion Service..................................................................................................................10
ACHFraud Control Service..........................................................................................................................................11
ACHOrigination Service.............................................................................................................................................14
.Cash Concentration Service. ......................................................................................................................................24
.Cash Vault Service......................................................................................................................................................25
.Controlled Disbursement Service................................................................................................................................27
_Controlled Payment Service........................................................................................................................................27
.Electronic Data Interchange........................................................................................................................................29
.Enterprise Payment Processing Service...........................................................:.........................................................29
.Image Cash Letter Service..........................................................................................................................................31
.Image Cash Letter Service— Financial Institutions.....................................................................................................34
.Image Delivery Services..............................................................................................................................................36
_Online Bill Consolidator Service..................................................................................................................................36
.Online Bill Presentment and Payment Service...........................................................................................................39
.Online Check Deposit Service. ...................................................................................................................................41
.Online Courier Service................................................................................................................................................44
.Online File Transfer Service........................................................................................................................................44
.Online Treasury Manager Service. .............................................................................................................................44
.Positive Pay and Reverse Positive Pay Service.........................................................................................................46
.Pre-Encoded Deposit Service.....................................................................................................................................48
.Return Items Transmission (°RIT") Service.................................................................................................................49
.Scannable Lockbox Service........................................................................................................................................50
.Smart Safe Daily Deposit Posting Service..........I...........................I...........................................................................52
.Tax Payment Service..................................................................................................................................................54
.Universal Payment Identification Code Service..........................................................................................................54
.Wholesale Lockbox Service........................................................................................................................................55
.Wire Transfer Service..................................................................................................................................................56
.Zero Balance Account Service....................................................................................................................................56
.Appendix
.Funds Transfer Agreement........................................................................................................................................58
Version 1.11
City of Miami Beach(ivg 1.4.13 v.2) Page 1 of 61
IdIG TREASURY MANAGEMENT
li SUN RUST TERMS AND CONDITIONS
General Terms and Conditions for All Services
1. Introduction.. SunTrust Bank offers a full range of treasury (g) .Implementation/Setup Forms.. An implementation/setup
management services to our clients. Throughout these terms and form is an internal document that we use to record additional information
conditions, (a)SunTrust Bank is referred to as"we,""us"or"our,"(b)the and/or instructions you give us with respect to a particular service.
treasury management services described in these terms and conditions
are referred to as the"services,"(c)these terms and conditions and the (h) Online Services and Software Materials.. We may grant
other documents described below are together referred to as the to you a nonexclusive, nontransferable, limited license or sublicense to
"agreement," (d)the person or entity using one or more of the services use one or more software programs in connection with certain services.
is referred to as "you" or "your" and (e)the individuals identified in any There may be a separate license agreement (which may be a "shrink
resolution, certificate, delegation of authority or other document that you wrap" or "click wrap" agreement and may be with us or a third-party
have given us as having authority to enter into or amend the agreement vendor) and/or user manual for some of those software programs.
on your behalf are referred to as your"authorized signers." Those software programs and those other items are all part of the
software materials. There may also be additional online or"click wrap"
2. Organization of Agreement. As indicated above, the terms for the use of the online services. The agreement, online terms
agreement is made up of several documents, each of which serves a and any applicable separate license agreement and user manual set
special purpose. The relevant documents and their purposes are as forth the terms and conditions relating to your right to use those online
follows: services and software programs as well as important instructions and
requirements for their use.
(a) .Treasury Management Terms and Conditions.. Our
treasury management terms and conditions fall into two categories (i) .Rules and Regulations.. The rules and regulations for
(i)the general terms and conditions that govern the use of all services deposit accounts that you maintain with us set forth certain general
and (ii)the specific terms and conditions that govern the use of each provisions relating to the establishment, maintenance and operation of
individual service. The most recent version of our treasury management your deposit accounts.
terms and conditions is always posted on the following website:
www.suntrust.com/treasuryterms. You may access it at any time by If there is any inconsistency on a particular issue among the documents
visiting the site and opening the document with the password we have that make up the agreement, the documents will control that particular
given you. We will also give you a printed copy of the current version of issue in the order set forth from top to bottom above.
those terms and conditions upon request.
3. Amendments.. We may change or add to the provisions of the
(b) .Master Agreement. The master agreement describes master agreement and any of these general terms and conditions by
the structure of the agreement and sets forth certain of the basic giving you 30 calendar days'prior notice. We may change or add to the
contractual provisions relating to your use of the services. terms and conditions for any individual service by giving you 30
calendar days' prior notice. We may change the information in the
(c) City of Miami Beach Request for Proposals No. 53-11/12, implementation/setup forms without giving you notice. If you continue to
dated July 25, 2012, as amended by the SunTrust Bank Proposal in use a service after any of these changes or additions become effective
response to the Request for Proposals dated September 14, 2012 (the (or you earlier confirm a service profile for an affected service), you are
"SunTrust Proposal"). bound by those changes or additions. If a change or addition is required
by applicable law,clearing house rules or funds transfer system rules,or
(d) .Reference Materials.. The reference materials for a if we believe that the change or addition is necessary for the security or
service provide details regarding the functionality of that service, as well integrity of the systems that we use in providing any services for you,we
as certain formatting and other technical requirements that you must may give you notice of the change or addition promptly after we make it.
follow when using that service. Reference materials may include, In that case, you are bound by the change or addition unless you
without limitation, a user manual, a quick reference guide, a service terminate your use of the relevant service(s) immediately after you
demo and/or file formats and specifications. Not every service has receive our notice. We may change or add to the terms of the software
reference materials. materials or the rules and regulations by following the procedures set
forth in those documents.
(e) .Delegation of Authority.. A delegation of authority is
optional. By using one, you are giving other people within your 4. New Services.. If we agree to provide a new service for you,
company authority with respect to the agreement and/or the services. we will create one or more service profiles reflecting certain instructions
you give us regarding your setup for that new service and send or
(f) Service Profiles.. A service profile reflects certain otherwise make them available to you. You may not use that service
instructions you give us regarding your setup for a particular service, until you have confirmed (in a manner acceptable to us) that those
such as the account(s)linked to that service, the authorized users for service profiles are correct, you have successfully completed any
that service and the options you select for that service. required testing or training for that service and we have completed our
implementation of your setup for that service. If you attempt to use a
new service without satisfying one or more of these conditions, we may
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TERMS AND CONDITIONS
refuse to provide that service but, if we do provide it, you are bound by
the terms of the agreement relating to that service (including, without
limitation, these general terms and conditions and the terms and
I onditions for that new service).
5. Changes to Your Setup. If we agree to change your setup for that service profile will apply with respect to any of your accounts using
a service in response to your instructions and those instructions are of that service. None of your previous service profiles for that service are
the type reflected on a service profile, we will send or otherwise make effective and none of the options identified on them will apply with
one or more service profiles reflecting those instructions available to respect to any of your accounts using the service.
you. That change will not take effect until you have confirmed (in a
manner acceptable to us) that those service profiles are correct, you We may refuse to accept letters, a-mails or other forms of
have successfully completed any required testing or training for the communication that instruct us to change your setup for a service if
change and we have completed our implementation of the change. In those instructions are of the type reflected on a service profile.
that regard, changes to your setup for a service reflected on a service However, you agree that we may (at our option) accept an e-mail that
profile will be implemented either on an "incremental" basis or a purports to be from one of your authorized signers and that instructs us
"complete replacement"basis, as reflected and to the extent indicated in to delete one or more accounts from your setup for a service without
the service profile. requiring you to confirm a service profile reflecting that instruction.
If a change is implemented to your setup for a service on an incremental 6. .Electronic Records and Signatures.. You consent to the use
basis, that change supplements (as an addition, deletion or of electronic records and signatures with respect to your use of the
modification), but does not replace,the information in your setup for that services. Without limiting the types of electronic signatures we may
service. For example, if an incremental service profile indicates that it accept, you agree that, if we elect (at our option) to send a service
adds a new authorized user for a service, all existing authorized users profile to you as an attachment to an e-mail message, you (a)will be
for that service continue to be authorized users unless you specifically deemed to have confirmed that service profile is correct if we receive an
request that we delete one or more of them and that deletion is reflected e-mail message to that effect that purports to be from one of your
in a separate service profile that you confirm(in a manner acceptable to authorized signers, (b)adopt that e-mail message as your electronic
us). signature with the intent to sign that service profile and(c)will be 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 replaces the information in your setup for that service, to the 7. .Receipt and Agreement to. be Bound by Governing
extent indicated in that service profile. In that regard,information can be Documents.. Your use of a service is governed by the master
completely replaced (a)only for the account(s) identified on the service agreement, these treasury management terms and conditions and the
profile, (b)only for the combination of the account(s) and linked other documents described in either of them. Each time you confirm a
feature(s) of the service identified on the service profile or (c)for all service profile for a service you (a)acknowledge that you have received
accounts using the service. (or have been given electronic access, including the necessary
password, to) a complete copy of, and (b)agree that, except to the
For example, if a service profile indicates that it completely replaces all extent your use of a particular service is governed by a prior agreement,
of your previous service profiles for a service with respect to the you have read, understand and, agree to be bound by, all provisions of
account(s) identified in that service profile, then only the authorized these treasury management terms and conditions in the form and with
users identified in that service profile are authorized to use the service the content then posted on the identified website (as we may update
with respect to the identified account(s). However, none of your service them from time to time)with respect all services you are then using.
profiles for other accounts using that service are affected and all
authorized users listed on them continue to be authorized users with 8. Our Right to Delay or Refuse to Process Transactions.. We
respect to those other accounts. may delay, refuse to process and/or impose a specific fee with respect
to any item, transaction or instruction with respect to a service which
Alternatively, if a service profile indicates that it completely replaces all (a)does not comply with the provisions of the agreement relating to that
of your previous service profiles for the combination of an account and particular service, (b)is not complete, correct and current, (c)is greater
lockbox identified in that service profile, then only the image delivery in frequency or number than is permitted for the relevant account or
option(s) selected in that service profile will be provided with respect to service, (d)is for an amount that is less than the minimum amount
the combination of the identified account and lockbox. However, none permitted for the relevant account or service, (e)relates to an account
of your service profiles for other combinations of accounts and that has been closed or exceeds the amount of available funds in the
lockboxes for that service are affected and all image delivery options relevant account (or would reduce the balance of the available funds in
selected in them will continue to be provided with respect to those other the relevant account below any required minimum balance), (f)we
combinations of accounts and lockboxes believe in good faith is not genuine, conflicts with another instruction or
relates to funds or an account over which there is a dispute or restriction
Finally, if a service profile indicates that it completely replaces all of your on withdrawal, (g)we suspect results from a breach in the confidentiality
previous service profiles for a service, then only the options identified in of a security procedure or authorization code or relates to an account or
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blrl�� Si1ST TREASURY MANAGEMENT
li 1 d1N NT RUST TERMS AND CONDITIONS
service that we suspect is being used for, or is the target of, fraudulent administrator with the rest of the authorization codes going to another
or illegal activity, or (h)might cause us to violate applicable law or contact or security administrator. If we do not give all of the
otherwise expose us to liability. We may also suspend your ability to authorization codes to a single security administrator, your security
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 verity 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 codes (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
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terminated and we have had a reasonable time to act upon that notice. contain valuable, confidential, trade secret information that belongs to
At our option, we may require written confirmation of instructions that us or to our vendor. You will not disclose or otherwise make that
are given orally or by facsimile. information available to any person other than your employees or
agents that need to use the online services or software materials in
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 Notwithstanding this Section 13(c) or other provision of this agreement,
through online services vary by service. These online services may you will not be liable to us or our vendor for any disclosure otherwise
require you to comply with various security procedures, including that prohibited by this agreement, if such disclosure is required by State of
you use authorization codes. You agree to provide us with all Florida Public Records law or court order, provided that you give us
information we request to enable us to activate your ability to use online advance written notice of such disclosure immediately after you learn
services. Some of the online services have specific formatting and such disclosure is required.
other technical requirements, as we may specify from time to time. You
agree to comply with these requirements when using the online services (d) Accounts at other Institutions.. Some of our online
and to allow us to test and approve your setup for an online service or services have the ability to access information concerning accounts at
data transmission service before you begin using it. Certain of the other financial institutions. In order for you to take advantage of this
online services may also require you to comply with certain online terms functionality, you must give written instructions to the other financial
and/or use software that we license or sublicense to you. Your use of institution(s) to make information regarding those accounts available to
the online services and any software materials is subject to the online us and the other financial institution(s) must give us written instructions
terms, any accompanying license agreement and the other terms of the to make that information available to you through one of our online
agreement. services. We are not responsible for any inaccuracies in any
information provided by the other financial institution(s) or for any errors
(b) Nonexclusive License.. Your rights in the online services or delays in any service caused by the other financial institution(s).
and software materials are limited to a nonexclusive license to use them
solely in connection with your use of the services for your internal (e) No Guarantees or Responsibility.. We make no
business purposes. You may not transfer or assign any of your rights guarantees and have no responsibility with respect to(i)the operation of
with respect to the license, and the license will be automatically revoked any online service or software materials being uninterrupted, error free
if the agreement is terminated generally or with respect to the particular or free from program limitations, (ii)defects in the online services or
service to which the online services or software materials relate. If your software materials or any information provided through them, (iii)the
license is revoked, you must return the software materials and any online services, the servers that make them available or the software
copies or extracts that you have made to us immediately. You may not materials being free of viruses, disabling devices or other harmful
(i)sublicense, sell, lease, distribute or (except with respect to your components, (iv)any information or reports that are transmitted over the
employees or agents) provide access to any of the online services or Internet,a wireless network,or sent by e-mail or other electronic method
software materials to any third party, (ii)use the online services or remaining confidential or being accurate, or (v)any person gaining
software materials in a service bureau, time-sharing, outsourcing or unauthorized access to the online services, unless we failed to meet our
similar arrangement, (iii)use the online services or software materials in standard of care in giving that person an authorization code. If an online
any manner that is not expressly permitted by the agreement, service is not available or you are unable to access an online service,
(iv)modify, decompile, reverse engineer, disassemble or create you agree to use another method (such as written instructions) to
derivative works from the online services or software materials or access your accounts or use the services.
(v)copy all or part of the online services or software materials, except
as necessary for reasonable back up purposes or (vi)take any actions 14. Your Equipment, Communications Capabilities and Software..
or engage in any conduct that violates our rights(or those of our vendor) Several of the services require you to have certain equipment,
with respect to the online services or software materials. communications capabilities or software. You are responsible for
providing and maintaining (at your cost and expense) any equipment,
(c) Proprietary Rights- Except as otherwise set forth in the communications capabilities or software(other than software we provide
online terms, the software materials or the terms and conditions for the in connection with certain of our services) necessary for any of the
relevant service, we or our vendor retain all ownership and other rights services that you use. It is your responsibility to insure that the
in the online services and software materials and in any related trade equipment, communications capabilities and software you select are
secrets, copyrights and other intellectual property rights. In addition, compatible with those that we use from time to time to provide the
you acknowledge that the online services and software materials services. We have no responsibility if any equipment, communications
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TERMS AND CONDITIONS
capabilities or software that you use is defective or is not compatible days of the due date. We will apply all debits,credits and payments first
with ours, even if you have told us what equipment, communications to unpaid interest and then to fees and expenses in the order in which
capabilities and software you intend to use or we have previously they were due. If you fail to pay any amount that you owe us under this
approved its use. agreement, we have the option of canceling or suspending the
performance of any further services for you.
15. .Fraud Detection/Deterrence.. Payment system fraud has
increased dramatically in recent years due to a number of factors. From 17. .Term and Termination.. The initial term of this agreement
time to time we may make certain products and services that are shall begin January 1, 2013 and expire on December 31, 2017. Unless
designed to detect and/or deter payment system fraud available to you. a shorter period of notice is provided in the terms and conditions for the
While no product or service will be completely effective, we believe that relevant service or we mutually agree to a shorter period of notice, the
the products and services we offer will reduce the likelihood of certain agreement will continue in effect until either you or we give 90 calendar
types of fraudulent transactions occurring in your accounts. As a result, days' prior written notice of termination to the other party. Any such
you agree that if you fail to implement any of these products or services termination may be for the entire agreement or for a particular service.
as presented to you with written notice, (a)you will be precluded from In addition, we may terminate this agreement or any service
asserting any claims against us with respect to any unauthorized, immediately and without giving you prior written notice if(a)you violate
altered, counterfeit or other fraudulent transactions occurring in your this agreement, (b)any representation or warranty you make to us fails
accounts that the product or service was designed to detect or deter, to be true and correct in any material respect, (c)we believe in good
(b)we will not be required to recredit your accounts or otherwise have faith that there has been a material adverse change in your financial or
any liability for such transactions, and(c)to the extent permitted by law, business condition, (d)you make a general assignment for the benefit of
you will be responsible for any loss or expense (including, without creditors or become a debtor in any bankruptcy or other insolvency or
limitation, reasonable attorneys' fees to the extent permitted by law) liquidation proceeding, (e)we determine that changes in applicable
relating in any way to such transactions, so long as we otherwise laws, regulations, clearing house rules or funds transfer system rules
satisfied our duty of care with respect to the other aspects of such have made it impracticable for us to perform under the agreement
transactions. generally or with respect to a particular service or (f)any of the
circumstances described in clause (g) or (h) of Section 8 of these
16. .Fees and Expenses. You will pay us all fees that we disclose general terms and conditions occurs. Even though the agreement may
to you for any of the services that you use. We may change or add new be terminated entirely or with respect to a particular service, all
fees for services from time to time. If you continue to use the service provisions relating to your obligations under the agreement, your
after the change becomes effective, you agree to pay the new fees. obligations concerning confidential information as qualified herein, and
Your accounts are also subject to the fees set forth in the schedule of limitations on our liability will continue to apply and will survive
fees described in the rules and regulations. We may change those fees termination. You also continue to be liable for any obligations that you
by following the procedures set forth in the rules and regulations. incurred prior to the termination of the agreement or any service, those
that you incur in the process of terminating the agreement or a particular
Notwithstanding the foregoing, the SunTrust Proposal provides fees for service and for any outstanding transactions.
certain services and accounts to be provided to you pursuant to the
agreement for the initial term of the agreement, as defined in Section 17 18. Your Representations and Warranties.. Each time you use a
below. The fees specifically listed in the SunTrust Proposal shall govern service you represent and warrant to us that(a)you are duly organized,
the service fees for those services and accounts provided to you during validly existing and in good standing under the laws of your state of
the initial term of the agreement. The fees listed in the SunTrust organization, (b)you have full power and authority to carry on your
Proposal shall not change during the initial term without mutual business and to enter into and perform your obligations under the
agreement of the parties, unless a fee change is imposed or mandated agreement, (c)you have taken all actions necessary to enter into and
by the Federal Reserve System, the Federal Deposit Insurance perform your obligations under the agreement, (d)all resolutions or
Corporation, or other governmental, regulatory, or self-regulatory other authorizations you have given to us are true, accurate and
organization. Fees for accounts, services,features,or functionalities not complete in all material respects, (e) (intentionally omitted), (f)you have
specifically listed in the SunTrust Proposal shall be governed by the first obtained all necessary consents or authorizations for you to enter into
paragraph of this Section 16. After the expiration of the initial term, the agreement, (g)this agreement is legally binding on you, (h)each
pricing for all services and accounts shall be governed by the first person whose name is written or printed on your delegation of authority,
paragraph of this Section 16, unless otherwise mutually agreed upon by if you have executed one, or any resolution or other separate written
the parties in writing. authorization concerning the agreement or any service has complete
authority to bind you in all transactions relating to the agreement or any
In addition,you agree to pay any reasonable out-of-pocket expenses we service,(i)you are neither bankrupt nor insolvent nor have you made an
incur in performing the services for-you, including any communication, assignment for the benefit of creditors or sought the protection of any
access, transmission and data processing charges. We may collect any bankruptcy, insolvency or liquidation proceeding, nor do you have the
fees or expenses by debiting your accounts with us, offsetting those present intention to do so, Q)you have not commenced any dissolution
amounts against any earnings credits relating to any analysis of your proceedings and no governmental authority having jurisdiction over you
deposit accounts, or other applicable method. We reserve the right to has served a notice of its intent to suspend or revoke your operations,
charge interest on any amounts that are not paid within 30 calendar and(k)the agreement does not violate any law, regulation or agreement
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to which you are a party. You also make the representations and claim, action or proceeding against us with respect to any error,
warranties that are set forth in the terms and conditions for a service omission or discrepancy within one year after it occurred or within one
each time you use that service. You agree to immediately notify us if year after you reasonably should have learned of its occurrence,
any representation or warranty you make to us is no longer true. whichever is later(in that regard, if the error, omission or discrepancy is
a repetitive one, all such errors, omissions or discrepancies will be
19. .Liability and Obligations.. deemed to have occurred on the date of the first such error,omission or
(a) Your Duty of Care.. You must exercise good faith and discrepancy).
ordinary care in performing your obligations under the agreement. In (d) .Limits on Our Liability.. If we fail to satisfy our duty of
addition, you must promptly examine each written or electronic care and you have satisfied the conditions to our liability, both as
confirmation, report, periodic statement, notice or other document described above, then you agree to the maximum extent permitted by
related to any services and notify us of any error, omission or other law that our liability to you will be limited to your monetary losses or
discrepancy reflected in such confirmation, report, periodic statement, damages that are a direct result of that failure, up to the lesser of(i)the
notice or document within 30 days (or such shorter period of time amount of the transaction to which the error, omission or other
specified in the terms and conditions for the relevant service) after we discrepancy relates or(ii)the amount of the fees that you have paid us
send or make it available to you. for the service in question for the six months preceding the month in
which the failure occurred. You also agree to the maximum extent
(b) Our Duty of Care.. In performing the services for you, permitted by law that we will never be liable to you for any indirect,
you agree that we are not acting as a fiduciary for you or for your benefit consequential, special, punitive or exemplary losses or damages
and that our responsibility is limited to acting in good faith and exercising (including, without limitation, lost profits, loss of data, business
ordinary care. In that regard, the services have several unique interruption or delay, time, savings, property or goodwill),without regard
characteristics that relate to our duty of care. For example, most of the to the form of your claim or action or whether your claim is in contract,
services involve large volumes of items or transactions that are processed tort or otherwise, and even if we knew such losses or damages were
in a highly automated environment. The procedures set forth in the terms possible or likely. To the extent we are required by applicable law to
and conditions and/or the reference materials for each service have been pay you interest on any amount for which we are liable under this
designed in light of those characteristics to maximize your ability to use section,that interest will be determined by using the"federal funds rate"
that service in an efficient manner while minimizing your cost and we paid at the close of business on each day during the period
inconvenience. You agree that the procedures for each service are beginning on the day such failure occurred until we have paid you the
commercially reasonable and that we will be deemed to have exercised full amount of our liability. If we reimburse you for any losses or
ordinary care if we substantially comply with the procedures. You also damages, you agree to transfer all of your rights relating to the
agree that a clerical error, non-material mistake in judgment, or non- transactions in question to us and to reasonably assist us in any efforts
material occasional or unintentional deviation by us from the procedures, or legal actions that we may take to recover those amounts from any
by itself, will not be deemed to constitute a failure on our part to exercise third party.
ordinary care, but substantial and material acts of negligence will
constitute a failure of exercise ordinary care. You also agree that we will (e) Disclaimer of Warranties.. To the maximum extent
not be deemed to have failed to exercise ordinary care with respect to any permitted by law,we disclaim all representations and warranties of
error, delay or failure to perform that is caused by(i)fire, natural disaster, any kind,whether express, implied or statutory,with respect to the
strike, civil unrest, terrorism, failure of computer or communications services,the software materials,the online services,and any
facilities, (ii)the acts or omissions of any third party(including any Federal equipment or software that you use in connection with the services,
Reserve Bank, clearing house or funds transfer system) or (iii)any including the implied warranties of merchantability,fitness for a
circumstance beyond our reasonable control or for which we do not have particular purpose,title and non-infringement.
responsibility under the agreement.
(f) Your Obligations.. To the extent permitted by law and
(c) Conditions on Our Liability.. We will have no liability to unless finally determined by a court or arbitrator having proper
you unless we fail to satisfy our duty of care as described above. If we jurisdiction to have been caused primarily by our negligence or
fail to satisfy our duty of care, you agree to the maximum extent intentional misconduct, you agree to be responsible for any and all
permitted by law that we will have no liability for any losses or damages liabilities, claims, damages, losses, demands, fines (such as fines
resulting from that failure unless(i)you have complied with the terms of imposed by any Federal Reserve Bank, clearing house or funds transfer
the agreement in all material respects and satisfied your duty of care as system), judgments, disputes, costs, charges and expenses (including
described above (including your duty to discover and report any error, litigation expenses, other costs of investigation or defense and
omission or other discrepancy reflected in any confirmation, report, reasonable attorneys'fees) which relate in any way to the services, the
periodic statement, notice or document to us within the applicable software materials or the agreement(such as those caused by: (i)your
period), (ii)you take all reasonable actions to limit your losses or failure to comply in a significant manner with any of the provisions of the
damage, (iii)you give us written proof of your losses or damages within agreement, (ii)the failure of any of the representations or warranties
a reasonable amount of time after we request such proof, and that you make to us to be true and correct in any material respects at
reasonably cooperate with us in investigating the error, omission or any time or(iii)any instructions you give us).Your obligations under the
other discrepancy and your losses or damages, and (iv)you bring any agreement are limited to the extent required by applicable law of the
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State of Florida, including but not limited to Section 768.28, Florida (a) Notices.. Any notices under the agreement may be given
Statutes. This provision shall not be construed as waiving any defense, by mail, personal delivery, fax, e-mail or other electronic means. We
immunity from or limitation of liability which you might be entitled to, may use any address(including e-mail or other electronic addresses)for
including but not limited to sovereign immunity. you shown in our records that we believe in good faith is valid. Any
notice we send you will be effective when sent or we otherwise make
20. Arbitration.. Either you.or we have the right to require the notice available to you through an online service. You must send
that any dispute, controversy or claim arising out of or relating to any notices to us to your treasury management services sales officer.
the agreement or any breach, termination or invalidity thereof, Any notice you send us is effective when we actually receive it.
including any dispute concerning the scope of this arbitration
clause, be settled by binding arbitration in accordance with Title 9 (b) Severability.. Any provision of the agreement that is
of the United States Code and the Commercial Arbitration Rules of invalid or unenforceable in any jurisdiction will, as to such jurisdiction
the American Arbitration Association (the "Rules"). Any and to the extent of such invalidity or unenforceability, be deemed
arbitration proceeding will be conducted before a panel of three replaced with a valid and enforceable provision as similar as possible to
neutral arbitrators, or one neutral arbitrator if the amount in the one replaced and all of the remaining provisions of the agreement
dispute does not exceed $500,000, all of whom must be attorneys will remain in full force and effect.
engaged in the practice of banking law for ten years or more. You
and we will each select one arbitrator, or if the arbitration is (c) .Binding Agreement/Benefit. The agreement binds and
conducted by only one arbitrator you and we will jointly select the benefits both you and us and our respective legal representatives,
arbitrator. The arbitrator that you select and the arbitrator that we successors and assigns. The agreement is not for the benefit of any
select will, within 10 days of their appointment, select a third, third party, and no third party has any right against either you or us
neutral arbitrator. In the event that they are unable to do so,you, under the agreement.
we or either of our attorneys may request the American Arbitration
Association to appoint the third neutral arbitrator. Prior to the (d) Confidentiality of the Agreement. You acknowledge that
commencement of hearings, each of the arbitrators appointed the agreement contains valuable, confidential, trade secret information
must take an oath of impartiality. Judgment upon any award that belongs to us. You will not disclose or otherwise make that
rendered by the arbitrators may be entered and enforced by any information available to any person other than your employees or
court of competent jurisdiction. The place of the arbitration will be agents that need it in order for you to use the services and, as to
in Miami-Dade County, Florida. In rendering any award the agents, have agreed in writing to comply with the restrictions on use in
arbitrators will determine the rights and obligations of the parties the agreement. You will instruct those employees or agents to keep the
in accordance with the laws of the state governing this agreement. agreement confidential by using the same care and discretion that you
The arbitrators are not empowered to award damages in excess of use with respect to your own confidential property and trade secrets.
the amounts expressly provided for by the agreement. All statutes Your obligations of confidentiality regarding the agreement will continue
of limitation that would otherwise apply to a judicial action will after termination of the agreement and your use of the services for so
apply to any arbitration or reference proceeding under the long as that information remains a trade secret or is otherwise subject to
agreement. The arbitrators must award to the prevailing party, if the protection of applicable law.
any, as determined by the arbitrators, all of its costs and fees.
"Costs and fees" means all reasonable pre-award expenses of the (e) .Entire Agreement. The agreement is the complete and
exclusive statement of the agreement between you and us with respect
arbitration, including the arbitrator's fee, travel expenses, out-of-
pocket expenses such as copying and telephone, court costs, to the services. The agreement completely replaces any other ones you
witness fees and attorneys'fees. Neither you nor we may disclose have given us in the past with respect to the services, except that any
the existence, content or result of any arbitration under the instructions you have given us under any such past agreements
agreement without the prior written consent of the other. continue to be effective until replaced or deleted in accordance with the
agreement (including, without limitation, through a service profile or an
21. .Jury Trial Waiver.. You and we both knowingly, implementation/setup form).
voluntarily, intentionally and irrevocably waive any right to a trial
by jury with respect to any litigation based on, arising out of or (f) Headings and Certain References.. The headings used
relating to the agreement, the services, or any other document, in the agreement are for reference purposes only and should not be
instrument, transaction, course of conduct, course of dealing, considered when interpreting the agreement. Whenever the term
statements(whether verbal or written)or your or our actions. This "including" is used in the agreement, it means "including, without
provision is a material inducement for us to enter into the limitation". Whenever the term "days" is used in the agreement, it is a
agreement. You also acknowledge that none of our reference to calendar days unless that reference specifies it is business
representatives or agents has represented that we would not seek days or banking days.
to enforce this jury trial waiver in the event of any litigation. (g) Assignment. You may not assign the agreement or any
22. .Miscellaneous.. 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
successors or to any other person or entity in connection with a sale of
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assets without obtaining your consent. In addition,we may delegate our that term is defined in the federal bankruptcy laws and, as a result, that
duties under the agreement to third party vendors without giving you neither you nor any bankruptcy trustee (including you when acting as a
notice of,or obtaining your consent to,such delegation. debtor-in-possession) have the ability to assume or reject the
agreement as an executory contract.
(h) Applicable Law and Jurisdiction.. The agreement is
governed by and should be interpreted in accordance with the (o) .Financial Statements.. You agree to provide us with
applicable federal laws and the internal laws of the state of Florida. You financial statements and other financial information that we may
consent to the exclusive jurisdiction and venue of any court located in reasonably request from time to time.
Miami-Dade County, Florida.
(p) Our Records.. You agree that our records regarding the
(i) Attorneys Fees.. The prevailing party in any proceeding features and accounts that you have asked us to include in our
arising out of or relating to the agreement is entitled to recover its implementation of your setup for any service (including the
attorney's fees and costs, in addition to any other remedy it may be implementation/setup forms for that service)will be deemed correct and
entitled to under applicable law. absent manifest error will control in the event of any dispute regarding
your setup for that service. This provision applies even if we have not
(j) .Telephonic Communications.. You consent to the given you a copy of those records or you have not signed any
recording of telephone conversations of your personnel in connection documents included in those records.
with the agreement and assume responsibility for obtaining the consent
of, and giving notice to, such personnel. The decision to record any (q) Authority for Other Entities.. If you ask us to include
telephone conversation is solely at our discretion and we will not have accounts that belong to another person or entity in our implementation
any liability for failing to do so in any particular circumstance. of your setup for the services, then (a)you represent and warrant to us
that the other person or entity has given you authority to access its
(k) .Remedies.. The rights, powers, remedies and privileges accounts through use of any service to the same extent as if you owned
provided for you in the agreement are your sole and exclusive rights, them, (b)each reference to "you" or "your" in the agreement will be
powers, remedies and privileges with respect to the services and any deemed to be a collective reference to you and each other person or
failure by us to perform the services in accordance with the terms of the entity whose accounts are included in our implementation of your setup
agreement. The rights, powers, remedies and privileges provided for us for the services, (c) all of the provisions set forth in the agreement will
in the agreement are in addition to any rights, powers, remedies and apply to the accounts as if you owned them, (d) you are deemed to be
privileges with respect to the services or any failure by you to comply using a service with respect to any of the accounts included in our
with the terms of the agreement that we have under applicable law or implementation of your setup for that service, (e)each person who is
otherwise, and we may exercise any or all of those rights, powers, authorized to act on your behalf with respect to a service is also
remedies and privileges in any order. authorized to act on your behalf to the same extent with respect to the
accounts of each other person or entity whose accounts are included in
(1) No Waiver of Rights.. A failure or delay by us in our implementation of your setup for that service, and (f)you and each
exercising any right, power or privilege in respect of the agreement will other person or entity whose accounts are included in our
not be presumed to operate as a waiver of that or any other right, power implementation of your setup for the services are jointly and severally
or privilege, and a single or partial exercise by us of any right, power or liable for all monetary, confidentiality and other obligations to us under
privilege will not be presumed to preclude any subsequent or further the agreement. We may require written confirmation from the other
exercise by us of that or any other right, power or privilege. person or entity that it has authorized you to include its accounts in our
implementation of your setup for the services and you agree to notify us
(m) No Strict Construction.. In the event an ambiguity or immediately if that authority is revoked or changed. For purposes of this
question of intent or interpretation of the agreement arises,the agreement provision, if an account that belongs to another person or entity is
should be construed as if you and we both drafted the agreement,and no included in our implementation of your setup of a service, you will be
presumption or burden of proof favoring or disfavoring any party by virtue deemed to have asked us to include that account in our of of the authorship of any provisions of the agreement will apply. of your setup of that service even though an exhibit, service profile, or
(n) .Financial Accommodation.. You acknowledge that the other form or document(whether now or hereafter in effect) reflects that
agreement is an agreement to provide a "financial accommodation" as other person or entity as the client or customer.
Account Reconciliation Service
1. Description of the ARP Service.. The SunTrust Account must follow when using the ARP service are provided in the ARP
Reconciliation or"ARP"service allows you to facilitate the reconciliation reference materials as we update them from time to time.
of your accounts by exchanging information with us regarding checks
that you have issued against your accounts and/or checks deposited 2. Operation of the Service.. You must tell us(in a form that
into your accounts. Details regarding the functionality of the ARP is acceptable to us)which ARP service you desire for each account that
service and certain formatting and other technical requirements that you is included in your setup for the ARP service. Except as otherwise
provided in these ARP terms and conditions or the ARP reference
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materials, all check, deposit or other information exchanged between us statement cutoff on our ARP calendar, the statement cycle will be
in connection with the ARP service will be transmitted electronically in monthly with a cutoff at the end of the calendar month.
the format we specify. Check, deposit and other information you send
us must be received by us no later than the cutoff time for such 3. Suspension of Service.. You agree that you will be in
information reflected in the ARP reference materials. You may select a material breach of these ARP terms and conditions if you repeatedly fail
daily, monthly, weekly or bi-weekly statement cycle for each account to meet any of the deadlines described above. In addition to any other
included in your setup for the ARP service. If you fail to designate a rights we may have under the agreement or applicable law, we may
immediately suspend your use of the ARP service.
Accounts Receivable Conversion Service
.1. Description of the Accounts Receivable Conversion not be presented by us for payment unless the ARC entry is returned by
Service... Accounts Receivable Conversion. or "ARC" is a standard the receiving depository financial institution or"RDFI". We will provide
National Automated Clearing House Association or"NACHA"entry class any necessary file totals to authorize release of your ARC entries in lieu
that provides clients using our Scannable Lockbox, or "SLB," and ACH of PAL Totals as described in the ACH origination service terms and
origination services the ability to convert eligible checks deposited conditions.
through their Iockbox service into automated clearing house entries.
The ARC service allows eligible checks received via the U.S. mail (or 4. Your Representations and Warranties.. You will provide a clear
equivalent service, such as an overnight delivery service) for the and conspicuous notice to the receiver of ARC entries, prior to the
payment of goods and services to be converted to single-entry debits receipt of each source document that will be used as the basis for the
using the ARC entry class code. We will act as your agent or for origination of an ARC entry, that receipt of the receiver's check will be
purposes of the NACHA rules as your service provider to evaluate deemed to be the receiver's authorization for a debit entry to the
Iockbox items for conversion to ARC entries or to process the item receiver's account in accordance with the terms of the source
through Iockbox check processing. Each Iockbox item selected for document. The notice you provide will incorporate the Federal Reserve
conversion will be the source document for the related ARC entry. System Regulation E safe harbor language or substantially similar
Details regarding the ARC service functionality and certain other language such as:
technical requirements that you must follow when using the ARC service
are provided in our SLB service reference materials and our ACH "When you provide a check as payment, you authorize us either to use
origination service reference materials, as we update either of them information from your check to make a one-time electronic fund transfer
from time to time. from your account or to process the payment as a check transaction."
.2. .Function of ARC Service.. We will allow you to use the ARC
service only once you have been set up for our SLB service and have
been qualified and set up for our ACH origination service. You may use
the ARC service with respect to the account(s) and lockbox(es)that are
identified on your ARC service profiles, as they are in effect the relevant
time, if those account(s) are designated account(s) for the ACH
origination service and we have agreed to include those account(s) and
lockbox(es) in your set up for the ARC service. In that regard, if a
service profile for SLB service includes information indicating your
election to use ARC service, that service profile constitutes an ARC
service profile as well. We will act as the originating depository financial
institution or "ODFI" with respect to the ARC entries created as part of
this service. You will be the"originator"for each of those ARC entries.
By confirming an ARC service profile, you agree to be bound by and
comply with the NACHA Operating Rules and Operating Guidelines.
3. Our Obligations.. We, acting as your agent, will originate ARC
entries, and the amount, the routing number, the account number, and
the check serial number for each such ARC entry will be in accordance
with the source document. We will retain a reproducible, legible image
of the front and back each source document for two years from the.
Settlement Date of the ARC entry and we will provide commercially
reasonable secure storage of the source document image and all
related banking information. The original source document will be
destroyed by us after it has been converted to an ARC entry. The
source document (or any equivalent document) for the ARC entry will
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You acknowledge that utilization of the ARC service will result in 8. ACH Origination Service and Scannable Lockbox Service..
different obligations and liabilities for you with regard to electronic funds These ARC service terms and conditions are expressly made a part of
transfer legal and regulatory environment as compared to the legal and the terms and conditions of the ACH origination service terms and
regulatory environment for accounts receivable paid by check. conditions and SLB service terms and conditions. Terms defined in the
terms and conditions for the ACH origination service have the same
5. ARC Return Items.. Any ARC entry returned for insufficient meanings when used in these ARC service terms and conditions, and
funds will automatically be represented one additional time. Any ARC terms defined in the terms and conditions for the SLB service have the
entry returned for any other reason will be prepared as a source same meanings when used in these ARC service terms and conditions.
document or its equivalent and processed as an item through lockbox If there is any inconsistency on a particular issue between these ARC
check processing. If the item is returned,then the item will be sent back service terms and conditions and the terms and conditions of the ACH
to the client in their daily remittance package and their account will be origination service or the SLB service, these ARC service terms and
debited for the funds. conditions will control.
6. Data Transmission.. All required data transmissions between
you and us will utilize the appropriate online service made available by
US.
7. Termination- The ARC service may be terminated by prior
written notice by either you or us or by termination of the SLB service or
the ACH origination service.
ACH Fraud Control Service
1. Description of the AFC Service.. The SunTrust ACH Fraud entries to post to that account on a one-time or"single entry"basis, then
Control or "AFC' service allows you to block the posting of incoming you may select the single entry option for that account and provide us
automated clearing house, or"ACH,"debit and/or credit entries against the required information for the single entry entries. Once we have
your accounts. It also allows you to create exceptions to a block that posted an entry to which a single entry authorization applies, that
will allow selected incoming entries to post. authorization expires and we will block any future instance of that entry
unless you establish an authorization to allow that future instance.
2. Selection of AFC Service Options.. For each account included
in your AFC service setup you may select various service options. Your (d) .Online ACH Control Service Option.. If you would like to
selection(s) for each account are reflected in your AFC service profiles generally block all incoming ACH debit entries and/or credit entries from
as they are in effect at the relevant time. The options that you may posting to an account,but would like to be able to have online access so
select are as follows: that you can perform certain functions, including without limitation, (i)
setting up one or more authorizations to allow particular ACH debit
(a) .Full Debit/Credit Block Option.. If you would like to block entries and credit entries to post to that account (either on a standing
the posting of all incoming ACH debit and/or credit entries to an account basis or single entry basis) and change or delete any authorizations
(without use of the OAC service option described below), you must included in the setup of your AFC service, and (ii) reviewing each ACH
select the full debit/credit block option for that account. In that regard, entry received for posting to your account that has been initially blocked
you have three options for each account: (i)blocking only incoming from posting and making a decision to authorize that entry to post to
ACH debit entries; (ii)blocking only incoming ACH credit entries; or your account or to return that entry, then you may elect to use our
(iii)blocking both incoming ACH debit and credit entries. You must Online ACH Control, or "OAC" service, for AFC service, the "OAC
make a separate election for each account that is included in your setup service option," for that account. You may not select the OAC service
for this service with a full debit/credit block option. option for an account if you currently have in place the full debit/credit
block option described above for that account.
(b) .Standing Order Option.. If you would like to generally
block all incoming ACH debit entries from posting to an account, but 3. OAC Service Option Functionality..
would like to set up one or more authorizations to allow certain incoming
ACH debit entries to post to that account on a repetitive or "standing" (a) Accepting or Declining a Rejected Entry..
basis, then you may select standing order option for that account and
provide us the required information for the standing entries. (i) If an ACH entry is received for posting to an
account that you have included in your setup of the OAC service option,
(c) .Single Entry Option.. If you would like to generally block as reflected in your AFC service profiles as they are in effect at the
all incoming ACH debit entries from posting to an account, but would relevant time, and that entry is the type of entry, either debit or credit,
like to set up one or more authorizations to allow particular ACH debit that you have elected to block for that account, as reflected in our
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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
authorizations and determine if posting that entry is within the number of authorization will be set up in the OAC service option with an
times an entry is permitted to post to your account under the applicable immediately effective beginning date. If you are using the OAC service
authorization. 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
(ii) The users you have authorized to use the OAC option, those manually created authorizations will also be included in
service option for the account to which a rejected entry was to post will, your setup of the OAC service option. Each authorization manually
through the OAC service option, be able to view certain details for that created under a standing order or single entry option you have in effect
rejected entry and either authorize that rejected entry to post to that for an account at the time you elect to use the OAC service option for
account or return that rejected entry to the originator. A rejected entry that account will also be included in your setup of the OAC service
will remain in the list of rejected entries available in the OAC service option. Each authorization manually created under the standing order
option for authorized users to review and make a decision to post to option will be included in your setup of the OAC service option with an
your account or return that rejected entry, until the earlier of the decision unlimited number of instances, with an immediately effective beginning
deadline set forth in the OAC service option reference materials(as we date and without an expiration date. Each authorization manually
may update them from time to time) or if a decision on that rejected created under the single entry option will be included in your setup of
entry has been submitted(or an authorization for that rejected entry has the OAC service option with an immediately effective beginning date
been created), the start of our processing for the next ACH processing and without an expiration date.
window following the submission of that decision or creation of that
authorization. You can also elect to have us send to one or more users (c) .Dual Verification.. If you use the dual verification
you set up in the OAC service an email to alert those users when an feature of the OAC service option, you can require that a separate user
ACH entry received for posting to an account has been rejected authorized for an account included in your setup of the OAC service
Whether or not we fail to send you or you otherwise do not receive an option and with sufficient approval authority (as described in the
email notice of a rejected entry, you are responsible for accessing the reference materials) approve any authorization maintenance request to
OAC service to review the list of rejected entries in the OAC service create, modify or delete an authorization for that account before that
option. authorization maintenance request takes effect and approve any
decision to accept or reject a rejected entry for that account before that
(iii)To allow a rejected entry to post to your account, decision is submitted. One user authorized for that account and with
one of your users (more than one may be required if you are using the sufficient initiation authority must enter the authorization maintenance
dual verification feature) authorized to use the OAC service option for request or the decision and another user authorized for that account and
that account to which the rejected entry was to post must either submit with sufficient approval authority must approve the authorization
through the OAC service option your decision to accept that rejected maintenance request or decision. The default setup is to require dual
entry and allow it to post or you must set up an authorization for that verification for any authorization maintenance request or decision for a
entry by the decision deadline. We will return that rejected entry to the rejected entry. One user is able to submit an authorization maintenance
originator, if the election to refuse that entry is made through the OAC request or a decision to allow a rejected entry to post to your account or
service option by your authorized user(s) or you do not take the be returned, if you have elected not to use the dual verification
necessary action to authorize the rejected entry to post to your account procedures at all or if you have entitled that user so the dual verification
by the payment decision deadline. You are responsible for having up- procedures are not required for that user for decisions or authorization
to-date and accurate authorizations in effect for all ACH entries you wish maintenance requests under a certain dollar threshold. We recommend
to have post to the accounts you have set up in the OAC service option, that you use dual verification at all times, and you are responsible for
in case the OAC system is unavailable and we are unable to provide any ACH entry paid or returned in accordance with any decision or
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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 transactions on a standing order basis, then those entries will be
to send to any one of those designated users or any one of those blocked and you may incur additional fees,interest and charges.
designated users does not otherwise receive one or more alerts.
5. .Duration and Changing of Options.. Once we have included
(e) Designation of Security Administrator(s).. In order to the information from the selections you have made for the AFC service
use the OAC service option (unless you are currently using the OAC (as reflected in your service profiles in effect at the relevant time or in
service for ACH origination service), you must initially designate one our records of our implementation of your AFC service) in our
person as one of your security administrators for the OAC service. That implementation of your setup for the AFC service, we will process
initial security administrator will be identified on your service profiles for incoming ACH debit and/or credit entries in accordance with those
the CAC service as in effect at the relevant time. That initial security selections and any authorizations set up in and instructions given
administrator and each other user who has been granted user through the OAC service option, until (a)your use of the AFC service or
administration rights in the OAC service will be an "OAC security the agreement is terminated or(b)you confirm an AFC service profile or
administrator" of yours for the OAC service. Each OAC security provide other instructions that add to, delete or modify your previous
administrator will have all of the rights and responsibilities described in selections and we have had a reasonable period to act on them before
any terms and conditions for the OAC service, the reference materials we receive the relevant entries. In that regard, if you are using the OAC
for the OAC service, or the general terms and conditions. Each OAC service option for an account and delete all authorizations set up for that
security administrator included in your setup of the OAC service may be account, we will continue to block all incoming ACH debit and/or credit
able to administer the rights and permissions of any user included in entries from posting to your account. Conversely, if you provide an
your setup of the OAC service, including themselves, and grant any of instruction to delete an account from your OAC service setup, we will
those users, including themselves, access to any functionality available remove the account from the AFC service and allow all incoming ACH
to you in the OAC service. It is important for you to note that if you also debit and credit entries to post to that account. Additionally, if you are
use the OAC service for your setup of the ACH origination service, any not using the OAC service option and you confirm an AFC service
OAC security administrator will be an OAC security administrator for the profile that deletes the last authorization set up under a standing order
OAC service option for the ACH origination service as well and can option for an account(and there is not otherwise an authorization setup
entitle users for both the OAC service option for the AFC service and under a single entry option in effect for that account),we will remove the
the OAC service option for the ACH origination service. Any OAC debit block from the account and allow all incoming ACH debit and
security administrator may terminate administration entitlements of any credit entries to post to that account. If you want to prevent incoming
other OAC security administrator directly through the OAC service, ACH debit and/or credit entries from posting to that account, you will
including your initial OAC security administrator you designated on your need to confirm an AFC service profile that adds a full debit/credit block
service profiles for the OAC service. We will provide the initial option or the OAC service option for that account. Conversely, if you
authorization codes for use by your initial OAC security administrator are not using the OAC service option for the AFC service and you
identified in your service profiles for the OAC service as they are in confirm an AFC service profile that deletes the last authorization set up
effect at the relevant time. We will deliver these authorization codes under a single entry option for an account(and there is not otherwise an
directly to that initial OAC security administrator. authorization set up under standing order option in effect for the that
account), we will convert your single entry option into a full debit/credit
(f) Authorization Codes and Security Procedures.. The block option for that account, blocking ACH debits from posting to that
security procedures for the OAC service include the requirement that account. If you want to permit incoming ACH debits to post to that
each of your users is required to enter that user's authorization codes to account, you will need to confirm an AFC service profile that deletes the
log on to the OAC service. We may require that a user provide full debit/credit block option for that account or adds an authorization
additional information or use other additional security procedures, to
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under a standing order or single entry option to your AFC service setup
(or adds the OAC service option and establish authorizations through it).
ACH Origination Service
1. Description of the ACH Origination Service- The SunTrust (g) ".Effective entry date." means the date specified in an
Automated Clearing House Origination or "ACH" service allows you to entry on which you instruct that the payment for that entry is to be made.
initiate debit and credit entries through the automated clearing house,
which is a funds transfer system for sending and settling for electronic (h) ".Ent a." means a request for a credit to or a debit from a
entries among participating financial institutions. Details regarding receiver's deposit account as further defined in the rules and includes all
ACH's functionality and certain formatting and other technical data we receive from you regarding an entry.
requirements that you must follow when using the ACH origination
service are provided in the ACH origination reference materials as we (i) ".Entry class codes."means the codes that distinguish the
update them from time to time. various types of entries,as further defined in the rules.
2. .Functioning of the ACH Origination Service- Under the ACH 0) ".File." means a group of entries associated with a given
origination service, we act as the originating depository financial transmittal register and related control totals, as further defined in the
institution or"ODFI"with respect to entries that you send us or that are rules.
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 ".Final settlement" means the day an entry is posted to
comply with and be bound by the rules(as defined below). the accounnt t of the RDFI the ACH operator.
3. Definitions.. Unless otherwise defined in the general terms (1) ".Instruction" means a direction relating to an entry that
and conditions or these ACH origination terms and conditions, terms we receive from an authorized representative, including canceling an
that are defined in the rules have the meanings given to those terms in entry.
the rules. The following terms have the specified meanings for purpose (m) ".NACHA" means the National Automated Clearing
of these ACH origination terms and conditions: House Association.
(a) "ACH operator." means a Federal Reserve Bank or other (n) ".On-us entry" means an entry that credits or debits an
entity that provides clearing,delivery and settlement services for entries, account maintained with us.
as further defined in the rules.
(b) "Authorized representative." means each person (o) ".Receiver." means the person or entity that has
identified in your ACH origination service profiles as they are in effect at authorized you to initiate a debit or credit entry to the account of that
the relevant time, who is authorized (unless otherwise indicated in your person or entity maintained at the RDFI as further defined in the rules.
service profiles) to give us instructions and to verify the total dollar (p) ",RDFI" means the receiving depository financial
amount of entries in a file by submitting control totals(as defined below) institution as further defined in the rules,
in writing, by a method acceptable to us, or through our phone
authorization Line, or"PAL"system, if you have elected to use our PAL (q) ".Rules." means the Operating Rules and Operating
system. Guidelines adopted by NACHA,as in effect at the relevant time.
(c) ".Batch" means entries that have been grouped together (r) ".Third-party sender." means a person that is not an
and that have the same effective entry date and entry class code and originator that has authorized an ODFI (or another third-party sender)to
that settle to the same designated account. transmit,for the account of the third-party sender(or another third-party
sender), (i)a credit entry to the account of a receiver with an RDFI (or,if
(d) ".Business day."means Monday through Friday,excluding the receiver is also the RDFI, to such receiver) in order to effect a
banking holidays. payment from the originator to the receiver, or (ii)a debit entry to the
(e) ".Cut-off deadline." means the time on a business day by receiver's transaction account or general ledger account with an RDFI
which we must receive an entry for processing on that business day as (or, if the receiver is also the RDFI, to such receiver) in order to effect a
we update it from time to time, payment from the receiver to the originator.
(f) ".Designated account" means the account(s) to be used 4. Transmitting Entries to Us.. You may transmit entries and
as a settlement source of debits or credits for entries that you have instructions to us so long as you comply with the rules, the general
designated in your ACH origination service profiles as they are in effect terms and conditions, these ACH origination terms and conditions, the
at the relevant time. ACH origination reference materials and the security procedures. Any
entry you send must be transmitted to us through the online services
(which, for purposes of the ACH origination service, includes our online
cash manager service)identified in your ACH origination service profiles
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as they are in effect at the relevant time and must comply with the origination terms and conditions, the ACH origination reference
requirements of, and be identified by, the appropriate entry class code materials or the security procedures or (b)contains an effective entry
and comply with all NACHA record format specifications. We may at date more than 14 calendar days after the day we receive it. We may
any time, immediately upon notice, prohibit you from originating certain suspend processing of and/or reject an on-us entry for any reason that
types of entries using the ACH origination service. Certain of our online would allow that entry to be returned under the rules. We may also
services may not be used to originate IAT entries or recurring TEL suspend processing of and/or reject an entry, batch or file if you fail to
entries, as we may determine from time to time.You must retain all data comply with any of your obligations under these ACH origination terms
on file that we would need to reprocess an entry for at least three and conditions, including your obligation to maintain sufficient available
business days after midnight of the effective entry date of that entry and balances in the designated account(s). We may suspend processing of
agree to give us that data immediately upon our request. If you use a an entry, batch or file without giving you notice. If we reject a batch or
third-party service provider, then each reference in these ACH an entire file of entries, we will notify you no later than the business day
origination terms and conditions to "you," includes your third-party on which the batch or file would have been transmitted to the ACH
service provider as appropriate, provided that we may elect not to operator for processing. If an individual entry is rejected, it will be
accept designations of a third party processor to deliver entries on your reported with your returns. If we reject an entry, batch or file, you may
behalf. be required to resend it.
5. .0bligations of a Third-Party Sender.. The rules contain 9. .Termination or Suspension of Service- In addition to, and
special requirements and impose additional obligations on us when we without in any way limiting, any other rights we have to terminate or
act as your ODFI with respect to entries you send us as a third-party suspend your use of the ACH origination service under the agreement,
sender. As a result, we must obtain additional agreements and we may terminate or suspend your use of the ACH origination service
representations from you with respect to those entries. If you send us immediately and without giving you prior written notice if you have
any entries as a third-party sender, you automatically make the breached the rules, any entry you transmit to us or any of your acts or
additional agreements and representations to us that are contemplated omissions might cause us to breach the rules or any representations or
by the rules. warranties we make under the rules, or we believe termination or
suspension is necessary for us to comply with the rules.
6. Our Processing of Entries.. Except as provided later in this
section with respect to on-us entries, we will process entries and 10. .Cancellation and Amendment of Entries- We have no
instructions that we receive from you and then transmit those entries as obligation to honor or process any request we receive from you to
the ODFI to an ACH operator. We will transmit the entries to the ACH cancel or amend an entry once we have received that entry. However,
operator by its deposit deadline prior to the effective entry date shown in as an accommodation to you, we will use good faith efforts to honor
the entries so long as the ACH operator is open for business on that day your request to cancel (but not to amend) an entry if (a)the request
and we receive the entries prior to (a)our cut-off deadline and (b)the complies with the security procedures and (b)we receive your request
number of days required in the ACH origination reference materials to at a time and in a manner that gives us a reasonable opportunity to act
meet the effective entry date shown in the entries. For entries that we on it prior to transmitting the entry to the ACH operator or, in the case of
receive after those times, we will use reasonable efforts to transmit the an on-us entry, prior to crediting or debiting the entry to the receiver's
entries by the ACH operator's next deposit deadline on a business day account. We are not liable if we cannot honor your cancellation request.
on which the ACH operator is open for business. If we receive an on-us You agree to reimburse us for any expenses we may incur in attempting
entry from you,we will credit or debit the receiver's account for the entry to honor your cancellation request. If you request a cancellation,we will
amount on the effective entry date so long as we receive the entry prior use a reversing entry in an effort to honor your request except in limited
to (a)our cut-off deadline and (b)the number of days required in the circumstances where we have the capability to delete the entry,batch or
ACH origination reference materials to meet the effective entry date file.
shown in the entry. For an on-us entry that we receive after those times,
we will use reasonable efforts to credit or debit the receiver's account on 11. .Name and Account Number Inconsistency.. You must ensure
the business day following such effective entry date. If the effective the accuracy of your entries and instructions. If an entry describes the
entry date shown in an entry that we receive from you is not a business receiver inconsistently by name and account number, payment may be
day,we will process that entry as if the effective entry date for that entry made by the RDFI (or, for an on-us entry, by us) on the basis of the
was the next business day following the requested effective entry date. account number, even if that number identifies a person other than the
named receiver. You are responsible for any loss associated with such
7. .Exposure Limits.. We reserve the right to establish and inconsistency and your obligation to pay us the amount of the entry is
change (immediately and without giving you prior notice) aggregate and not excused in such circumstances.
individual dollar limits or"exposure limits"for your entries and files. We
may refuse to process entries or files that exceed these exposure limits. 12. .Notice of Returned Entries.. We give you notice by online
We will tell you what your exposure limits are at any time upon request. service, secured e-mail, facsimile or mail promptly after we receive a
returned entry from the ACH operator. We are not obligated to
8. Suspension and Rejection of Entries.. We may suspend retransmit any returned entry that we originally transmitted in
processing of and/or reject an entry, batch or file that (a)does not compliance with these ACH origination terms and conditions. If you
comply with the rules, the general terms and conditions, these ACH
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want us to retransmit a returned entry to the ACH operator, you must (D) If you are using the control totals function of the
retransmit the entry to us. OAC service option,you can elect to have us send to one or more users
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
selection of which of these OAC service option functions to use will be processed but has suspended, has been rejected, or has been deleted.
reflected on your Online ACH Control for ACH Origination service This information for a file will only be available through the file inquiry
profiles as in effect at the relevant time. The OAC service option may function of the OAC service option for the period of time specified in the
not be used when creating and originating ACH entries through certain reference materials(as in effect from time to time).
of our online services, as we may determine from time to time. Details
regarding the OAC service option functionality and certain requirements (B) Each user you have authorized to use the file
that you must follow when using the OAC service option are provided in inquiry function will be able to view all information available in the file
the OAC service reference materials as we update them from time to inquiry function for any files you have transmitted to us for origination
time. under any application for which you have authorized that user for the file
(b) OAC Service Option Functions.. inquiry function.
(C) Each user you have authorized to use the file
(i) Control Totals.. inquiry function of the OAC service option will also be able to view all
(A) Through the control totals function of the OAC information available for any ACH entries you receive which settle to an
account which is included as a settlement account for any application
service option, you may submit control totals to verify the total dollar included in any function of your setup of the OAC service option and for
amount of all debit entries and, separately, all credit entries included in which you have authorized that user for the file inquiry function.
each file you have transmitted to us for origination. You may also
review, modify, or delete those control totals through the OAC service (iii) Calendar Monitoring..
option. )
(A) Through the calendar monitoring function of the
(B) Each user you have authorized to use the OAC service option, you may create and maintain one or more
control totals function will be able to enter, review, modify, or delete calendars of the dates on which you expect to transmit an ACH file to us
control totals for any files submitted under any ACH origination point, or for origination. You may establish up to five calendars for each
"application," included in your setup for ACH origination service (as application which you included in your setup of the calendar monitoring
reflected in our records of our implementation of your setup) for which function of the OAC service option (as reflected in our records of our
you have authorized that user for the control totals function. To enter, implementation of your setup of the OAC service option).
review, modify, or delete control totals for a file, your user must know
and select the correct application under which that file is submitted. (B) To set up a new calendar for the calendar
monitoring function, you must first request (in a form acceptable to us)
(C) Once we have completed processing for for us to set up a blank calendar for an application included in your set
origination a file that contains debit entries and credit entries in dollar up of the calendar monitoring function. As part of that calendar setup,
amounts that match control totals you have submitted for a file for that you must provide us with the window(s) of time (between our ACH
application, you will not be able to change or delete those control totals processing windows)in which you expect to transmit your files to us and
for that file. the number of files you expect to transmit under that calendar on a day.
Once we have set up one or more blank calendars for an application
included in your setup of the calendar monitoring function, you can set
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TERMS AND CONDITIONS
the dates you expect to submit a file to us on any of those calendars not receive an email alert, whether we received the correct file
and view and change the dates on any of those calendars through the scheduled for that calendar or that window of time.
calendar monitoring function. Before the end of each year, we will set
up each of your calendars as a blank calendar for the applicable (c) Setting up Alerts.. Your security administrator will
application in the following year and use the same windows of time you designate which users included in your setup of the OAC service are to
designated for each calendar as the windows of time in which you be sent an alert available in the OAC service and which alerts each user
anticipate transmitting your files to us(and the same number of files you is to be sent. Alerts will be sent to each user at the email address
expect to transmit on a day under that calendar). Once a calendar has designated in setup for that user in the OAC service option.
been set up for an application for the following year, you will need to set
each of the dates on which you expect to transmit a file. (d) Designation of .Security Administrator(s).. In order
to use the features of the OAC service option (unless you are also
(C) Each user you have authorized to use the currently using the OAC service for the ACH Fraud Control service), you
calendar monitoring function of the OAC service option will be able to must initially designate one person as one of your security
view and set dates for any calendar established for an application administrators for the OAC service. That initial security administrator
included in your setup of calendar monitoring function for which you will be identified on your service profiles for the OAC service as in effect
have authorized that user to use the calendar monitoring function. at the relevant time. That initial security administrator and each other
user who has been granted user administration rights in the OAC
(D) If you are using the calendar monitoring service will be an "OAC security administrator" of yours for the OAC
function of the OAC service option,you can elect to have us send to one service. Each OAC security administrator will have all of the rights and
or more of your users set up in the OAC service certain email alerts if responsibilities described in any terms and conditions for the OAC
files are not submitted to us in accordance with the dates and service, the reference materials for the OAC service, or the general
designated windows of times you have scheduled. If you scheduled a terms and conditions. Each OAC security administrator included in your
date on a calendar for an application included in your setup of the setup of the OAC service may be able to administer the rights and
calendar monitoring function and a file is not transmitted to us under that permissions of any user included in your setup of the OAC service,
application by the start of the our ACH processing window following a including themselves, and grant any of those users, including
window of time designated for that calendar in which you anticipated themselves, access to any functionality available to you in the OAC
transmitting a file to us, we will send an email to each user you service. It is important for you to note that if you also use the OAC
designate to alert your designated users that we did not receive a file on service for your setup of the ACH Fraud Control service, any OAC
a date and at a time you scheduled. That email alert would be sent after security administrator will be an OAC security administrator for the OAC
we completed our processing for that ACH processing window. service option for the ACH Fraud Control service as well and can entitle
Similarly, if a file is transmitted to us on a date which was not a date users for both the OAC service option for the ACH Origination service
scheduled on one of your calendars for an application or in a window of and the OAC service option for the ACH Fraud Control Service. Any
time which was not one of the windows of time you designated for a OAC security administrator may terminate administration entitlements of
calendar as the time you anticipated transmitting a file to us, we will any other OAC security administrator directly through the OAC service,
send an email to each user you designate that a file was submitted on a including your initial OAC security administrator you designated on your
date or at a time that was not scheduled as a date or the time you service profiles for the OAC service. We will provide the initial
expected to send a file to us. That email alert would be sent after we authorization codes for use by your initial OAC security administrator
completed our processing for that ACH processing window. Each of the identified in your service profiles for the OAC service as they are in
email alerts available for the calendar monitoring function will be sent to effect at the relevant time. We will deliver these authorization codes
each of the users set up in the OAC service which you have designated directly to your initial OAC security administrator.
to receive that type of alert. You agree, however, that we will not have
any liability if we fail to send to any one of those designated users or (e) Authorization Codes and Security Procedures.. The
any one of those designated users does not otherwise receive one of security procedures for the OAC service include the requirement that
those alerts. each user is required to enter that user's authorization codes to log on
to the OAC service. We may require that a user provide additional
(E) Even if a file is submitted under an application information or use other additional security procedures to authenticate
included in your setup of the calendar monitoring function of the OAC that user. Your users should not give their authorization codes to any
service option on a date or during a window of time that was not other person or use them anywhere other than within the OAC service.
scheduled for a calendar for that application,we will continue to process The user's initial authorization codes to access the OAC service will be
that file in accordance with our normal procedures. If you have more supplied by an OAC security administrator as described in the general
than one calendar setup for an application and you have scheduled on terms and conditions. You are solely responsible for developing
more than one calendar the same date to submit a file we can not appropriate checks and balances to effectively control and monitor the
determine which file was sent for which calendar. Additionally, if you use of the OAC service by all your users, including but not limited to,
have more than one window of time scheduled for one day on a each of your OAC security administrators. You agree that these
calendar, we can not determine which file was sent for which window of security procedures are commercially reasonable.
time. Therefore, you can not tell from an email alert,or fact that you did
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15. .Security Procedures.. You agree to comply with the following We may verify 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 (f) General.. We may verify or authenticate any entry
number contained in the file's header or trailer record. We will reject or files by contacting you by telephone or by any other method we
any entry file that does not pass our system edit and will notify an believe is reasonable under the circumstances,but we are under no
authorized representative of that rejection. You agree that all entry files obligation to do so. If we are unable to verify or authenticate an entry or
that pass our system edit will conclusively be deemed to have been file,we may refuse to process such entry or file. We may change the
authorized by you. security 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
your service profiles for the OAC service option, as in effect at the (b)credit any designated account for the amount of (i)originated debit
relevant time. To submit control totals through the OAC service option entries and (ii)returned entries previously debited from any designated
requires that the users you have authorized to use the control total account. You must at all times maintain sufficient available funds in the
function for the applicable application must follow the security designated account(s) to cover your payment obligations to us. If your
procedures outlined for accessing the control totals function of the OAC obligations to us at any time exceed the available funds in the
service option. To submit control totals through PAL requires the use of designated account(s), we may refuse to process entries until you
the ACH authorization code that we assign and distribute directly to your deposit sufficient available funds and/or debit or place a hold on funds in
authorized representative. If your file is transmitted or to be converted any account you maintain with us. We have the right to set off against
into an EDI format, your authorized representative will be required to any amount we owe you,in payment of your obligations to us.
provide control totals to our EDI department by a method that is
acceptable to that department. If you use a third-party processor that 17. .Representations for all Entries.. You give us the following
sends your entries to us in a file that also contains entries being initiated representations with respect to every entry you send us: (a)the receiver
on behalf of other clients, then your third-party processor may give us designated in that entry authorized you to initiate the entry and to credit
control totals on an aggregate basis for all entries contained in that file. or debit its account in the amount and on the effective entry date of the
entry, (b)the receiver's authorization is and will remain effective until the
(c) Online Services.. For entry files or instructions receiver's account is debited or credited, (c)the entry conforms to your
that are transmitted to us through one of our online services, you are obligations under the general terms and conditions, these ACH
required to comply with the security procedures for that online service. origination terms and conditions, the rules and the ACH origination
If you use a third-party processor that sends your entries to us in a file reference materials, (d)the entry complies with and does not violate
that also contains entries being initiated on behalf of other clients, then applicable laws and regulations (including those relating to sanctions
your third-party processor will use the authorization codes that we programs), and (e) you have performed a reasonable examination of
issued to it,rather than ones we issued to you. your receiver relationships to identify transactions with those receivers
which must be originated using the IAT entry class code. You agree to
(d) Direct Transmissions.. For entries transmitted be bound by the rules and acknowledge that payment of an entry by the
directly through communications software, a logon record with a unique RDFI to the receiver is provisional until the RDFI receives final
ID and password is required. The ID and password are provided with settlement for such entry and that, if such settlement is not received,the
the establishment of the direct transmission product. If you use a third- RDFI will be entitled to a refund from the receiver of the amount credited
party processor that sends your entries to us in a file that also contains and, in such case, you will not be deemed to have paid the receiver the
entries being initiated on behalf of other clients, then your third-party amount of the entry.
processor will use the ID and password that we issued to it, rather than
ones we issued to you. 18. Additional Representations for Specific Entry Types.. The
rules contain special requirements and impose additional obligations on
(e) Cancellation Requests.. Instructions canceling an us when we act as your ODFI with respect to certain entry types. As a
entry may be delivered by a facsimile or through certain online services. result, we must obtain additional agreements and representations from
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you with respect to those entry types. Those additional agreements and (viii) The source document for the entry will not be
representations are set forth for each entry type below. If you send us presented to the RDFI unless the entry has been returned by the RDFI;
any of the entry types described below, you automatically make the
additional agreements and representations to us that are set forth for (ix) You have not key-entered the routing number,
that entry type below. account number, or check serial number from the source document for
the entry, other than to correct errors relating to MICR misreads,
(a) ARC (Accounts Receivable) Entries.. If you send us misencoding or processing rejects;
debit entries using an ARC entry class code(each an "ARC Entry"), you
further represent and warrant to us and agree that: (x) You must retain a reproducible, legible image,
microfilm or copy of the front and back of the source document for two
(i) The entry is a single-entry debit for conversion of years from the date of the settlement of the entry;
receiver's check or draft for the payment of goods or services;
(xi) You will give us a copy of the front and back of the
(ii) A check or draft provided by the receiver to you and source document within five business days of our request;
received (a) via the U.S. mail (or an equivalent service, such as an
overnight delivery service), (b)at a drop box location, or(c)in person for (xii) You will establish reasonable document
payment of a bill at a manned location serves as the source document retention/destruction policies and use commercially reasonable methods
for the receiver's routing number, account number, check serial number to securely store all source documents until destruction, and all banking
and dollar amount for the entry, and contains a pre-printed serial information relating to ARC Entries;and
number, does not include an Auxiliary On-Us Field in the MICR line, is
for an amount of$25,000 or less and was completed and signed by the (xiii) You will comply with the rules for ARC Entries.
receiver;
i The check or draft used as the source document for (b) .Back Office Conversion (BOC) Entries.. If you send us
(n) debit entries using a BOC entry class code (each a "BOC Entry"), you
the entry is eligible to serve as a source document under the rules and further represent and warrant to us and agree that:
is not one of the following: third party checks or drafts, drafts that do
not include the signature of the receiver, checks provided by a credit (i) The entry is sent to collect truncated checks for
card issuer to access a credit account, checks drawn on home equity payment of goods or services;
lines of credit, checks drawn on an investment company, obligations of
financial institutions, such as, travelers checks or money orders, checks (ii) Prior to the receipt of each source document that is
drawn on federal institutions, such as,the Treasury of the United States used as the basis for the origination of a BOC entry,you will provide the
or Federal Reserve Bank, checks drawn of state or local government receiver with notice that includes the following, or substantially similar,
and not payable through or at a participating depository financial language:
institution, and checks or drafts payable in a medium other than United
States currency; "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
(iv) For source documents received via U.S. mail (or an from your account or to process the payment as a check transaction.
equivalent service, such as an overnight delivery service) or at a drop For inquiries,please call<retailer phone number>."
box location, in advance of receiving the source document for the entry,
you gave the receiver a notice that complies with the rules and that Such notice will be posted in a prominent and conspicuous location and
clearly and conspicuously stated that receipt of receiver's source a copy of such notice, or language that is substantially similar, will be
document would authorize an ACH debit entry to receiver's account in provided to the receiver at the time of the transaction.
accordance with the terms of such source document, and for source
documents that are provided by the receiver in-person for payment of a (iii) A check or draft provided to you by the receiver at
bill at a manned location, you provided a copy of such notice at the time the point of purchase serves as the source document for the receiver's
of the transaction; routing number, account number, check serial number and dollar
amount for the entry. Such source document for the BOC Entry:
(v) The source document for the entry has not been
altered; (A) Contains a pre-printed serial number;
(vi) The source document for the entry is not subject to (B) Does not contain an Auxiliary On-Us Field in
any defense or claim of any person; the MICR line;
(vii) The source document for the entry is drawn on, (C) Is in an amount of$25,000 or less;and
payable through, or payable at the RDFI, and the amount of the entry,
the routing number, the account number and check serial number are in (D) Was completed and signed by the receiver.
accordance with the source document for the entry;
Page 19 of 61
TREASURY MANAGEMENT
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(iv) The checks or drafts used as the source document (ix) You will not use the source document for the entry
for a BOC Entry are not: as a check to obtain payment unless the BOC entry is returned by the
RDFI.
(A) Checks or sharedrafts that have not been
encoded in magnetic ink; (x) You will retain a reproducible, legible image,
microfilm or copy of the front of the receiver's source document for each
(B) Checks or sharedrafts that contain an Auxiliary BOC entry for two years from the settlement date of the BOC entry.
On-Us Field in the MICR line;
(xi) Upon our request, you will give us, within five
(C) Checks or sharedrafts in an amount greater banking days of such request, a copy of the front of the receiver's
than$25,000; source document (and such copy will indicate that it is a copy on its
face).
(D) Third-party checks or sharedrafts;
(xii) You will employ commercially reasonable methods
(E) Remotely created checks, as defined by to securely store:
Regulation CC,and third-party drafts that do not contain the signature of
the Receiver; (A) All source documents until they are destroyed;
and
(F) Checks provided by a credit card issuer for
purposes of accessing a credit account or checks drawn on home equity (B) All banking information relating to BOC Entries.
lines of credit;
(xiii) You have and will continue to otherwise comply with
(G) Checks drawn on an investment company; the rules for BOC entries.
(H) Obligations of a financial institution (e.g., (c) .International ACH Transaction (IAT)Entries.. If you send
traveler's checks,cashier's checks,official checks, money orders,etc.); us an entry that is an IAT entry, you further represent and warrant to us
and agree that:
(1) Checks drawn on the Treasury of the United
States,a Federal Reserve Bank,or a Federal Home Loan Bank; (i) The entry will be identified by, and will comply with
the requirements of, the IAT entry class code, including complying with
(J) Checks drawn on a state or local government all NACHA record format specifications for the IAT entry class code.
that are not payable through or at a Participating DFI;or
(ii) If you originate an entry using another entry class
(K) Checks or sharedrafts payable in a medium code and we determine in good faith the entry should have been
other than United States currency. originated using the IAT entry class code, in addition to any other rights
we have, we may suspend the processing of and/or reject that entry(or
(v) You will employ commercially reasonable batch or file containing that entry) and we may also suspend and/or
procedures to verify the identity of the receiver; terminate your ACH origination service immediately without prior notice.
Similarly, a gateway operator or ACH operator may suspend the
(vi) You have established and will maintain a working processing of and/or reject an entry that it determines should have been
telephone number for receiver inquiries regarding the transaction that is originated as an IAT entry and was not.
answered during normal business hours. This telephone number will be (iii) You are in compliance with, and the entry complies
displayed on the notice required to be given to the receiver. with, all applicable United States laws and regulations, including
sanctions and other programs administered by the U.S. Department of
(vii) The amount of the entry, the routing number, the Treasury's Office of Foreign Asset Control, "OFAC,"or Financial Crimes
account number and check serial number are in accordance with the Enforcement Network.
source document for the entry;
(iv) You are in compliance with, and the entry complies
(viii) You used a reading device during the initial with, the laws, regulations, and payment system rules of the receiving
processing of the BOC entry to capture(and did not key-enter)the country, including any requirements to obtain the receiver's written,oral,
receiver's routing number, account number,and check serial number or electronic authorization, for the receiver's authorization to be validly
from the receiver's source document for the entry,and key-entered such signed, for the receiver's authorization to be in proper form to authorize
information only to correct errors relating to MICR misreads, the foreign RDFI to debit the receiver's account, to provide notice of the
misencoding or processing rejects. entry prior to it settling in the receiver's account, to provide notice to the
receiver of the receiver's recourse and other provisions relevant to the
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receiver, and to obtain a separate authorization from the receiver for given in sufficient time before the entry was processed to the account of
each debit entry initiated at sporadic times,instead of set intervals. the receiver, or no valid authorization ever existed between the receiver
and you.
(v) In addition to any other rights we have, if we suspect
that the entry may not,or determine that the entry does not,comply with (xi) Because of the requirements for processing IAT
any applicable laws or regulations, the rules, or any other payment entries, the processing of an IAT entry may be delayed or suspended.
system rules (including those laws and regulations relating to sanctions Any such delay or suspension may affect the settlement of and
programs), we may suspend processing of and/or reject the entry and availability of funds for an IAT entry. You will transmit IAT entries to us
hold funds debited from or to be credited to your account for the entry. in files comprised solely of IAT entries, rather than in a file that also
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
(viii) If the entry is an outbound IAT entry and we do obligations under the payment system rules of the receiving country,
not have an agreement for processing IAT entries with the domestic shall continue to remain in full force and effect after the termination of
RDFI that serves as the gateway operator for the entry, it may result in your ACH origination services or your ability to generate IAT entries with
either us or the gateway operator suspending the processing of and/or respect to any entry you originate prior to the effective date of such
rejecting the entry(or the batch or file in which the entry is contained), termination.
(ix) You have sole responsibility for all losses and other (xiv) You have and will continue to comply with the rules
risks relating to foreign exchange conversion with respect to the entry. for IAT entries.
(d) .POP (Point-of Purchases) Entries.. If you send us debit
(x) In addition to any other indemnity obligations you entries using the POP entry class code (each a "POP entry"), you
have under the general terms and conditions or these ACH origination further represent and warrant to us and agree that:
terms and conditions, you will defend, indemnify, protect and hold us,
our affiliates, and our respective officers, directors, employees, (i) A check or draft provided by the receiver at the point
of purchase serves as the source document for receiver's routing
attorneys, agents, and representatives harmless from and against any
and all liabilities, claims, damages, losses, demands, fines, judgments, number,account number,check serial number and dollar amount for the
disputes, costs, charges, and expenses which relate in any way to (i) entry, and that source document contains a preprinted serial number,
any IAT entry (or requests or instructions related to an IAT entry) you does not contain an Auxiliary On-Us Field in the MICR line, is for an
send us that does not comply with all applicable laws and regulations, amount of$25,000 or less, was completed and signed by the receiver,
the rules, and the payment system rules of the receiving country, or(ii) and has not previously been provided by the receiver for use in any
any breach of any representation, warranty, or agreement you have other POP entry;
made related to an IAT entry. Without limiting the foregoing, you agree
you are liable for and will reimburse us for all amounts that may be (ii) Prior to the receipt of each source document that is
erroneously paid by us or any receiving bank in respect of any entry used as the basis for the origination of a POP entry, you will provide the
erroneously credited or debited by us or any receiving bank pursuant to receiver with notice that includes the following, or substantially similar,
any IAT entry you originated or related instructions you gave and any language:
claim paid by us (including any claim for interest) as a result of a
declaration of a receiver or other person alleging that an IAT entry was "When you provide a check as payment, you authorize us either to use
not originated in accordance with the receiver's authorization, the information from your check to make a one-time electronic fund transfer
receiver's authorization was revoked, a required notification was not from your account or to process the payment as a check transaction."
Page 21 of 61
pII�I�� SLTld A'I�US' ' TREASURY MANAGEMENT
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Such notice will be posted in a prominent and conspicuous location and (viii) Neither the returned item to which the entry relates
a copy of such notice, or language that is substantially similar, will be nor a copy of such item will be presented to the RDFI, unless the related
provided to the receiver at the time of the transaction; entry has been returned by the RDFI;
(iii) You have voided the source document and returned (ix) The information encoded after issue in magnetic ink
it to the receiver at the point of purchase; on the returned item to which the entry relates is correct;
(iv) The source document is an eligible item for POP (x) Any restrictive endorsement made by you or your
entries under the rules, and you have not used a previously voided item agent on the returned item to which the entry relates is void or
as the source document; ineffective upon initiation of the entry;
(v) You have obtained the receiver's signed, written (xi) The item is an eligible item as defined in the rules;
authorization for the entry;
(xii) You have given the receiver of the entry a notice
(vi) You have not key-entered the routing number, that clearly and conspicuously states the terms of the represented check
account number or check serial number from the source document; entry policy in advance of receiving the item to which the entry relates;
(vii) You will give us a copy of the receiver's written (xiii) You will maintain a copy of the front and back of the
authorization for the entry within five days after we request it; returned item to which the entry relates for seven years from the
settlement date of the entry;
(viii) You have given the receiver of the entry a receipt for
that entry that contains all of the information required under the rules; (xiv)You will give us either the original returned item to
and which the entry relates (if we request it within 90 days of the settlement
date) or a copy of the front and back of such item within five business
(ix) You will comply with all rules and regulations under days of our request;
the Rules for POP Entries.
(xv) The entry was transmitted in time for us to transmit
(e) .RCK(Re-presented Check) Entries.. If you send us debit the entry to the RDFI's ACH operator by midnight of the second banking
entries using the RCK entry class code (each an "RCK Entry"), you day following the banking day of receipt of the presentment notice for
further represent and warrant to us and agree that: the returned item to which the entry relates;and
(i) The entry is sent to collect a check or draft drawn on (xvi)You will comply with the rules for RCK Entries.
a consumer account that has been returned;
(f) TEL (Telephone-Initiated) Entries.. If you send us debit
(ii) You have good title to and are entitled to enforce the entries using the TEL entry class code(each a"TEL entry"), you further
returned item to which the entry relates and can transfer good title to us; represent and warrant to us and agree that:
(iii) All signatures on the returned item to which the (i) You have used commercially reasonable
entry relates are authentic and authorized; procedures to verify the identity of the receiver of the entry;
I
(iv) The returned item to which the entry relates has not (ii) You have used commercially reasonable
been altered and the entry is for no more than the face value of such procedures to verify that the routing number associated with the entry is
item; valid;
(v) The returned item to which the entry relates is not (iii) You have obtained oral authorization from the
subject to any defense or claim in recoupment of any person, including receiver for the entry, and the authorization complies with the rules and
any defense or claim that could be asserted against us; contains all of the information required under the rules;
(vi) You have no knowledge of any insolvency (iv) For an authorization relating to a single entry TEL
proceeding commenced with respect to the maker, acceptor or drawer entry, you will either make an audio recording of the oral authorization,
of the returned item to which the entry relates; or provide the receiver with written notice confirming the oral
authorization prior to the settlement date of the entry;
(vii) The returned item to which the entry relates is
drawn on, payable through, or payable at the RDFI, and the amount of (v) For an authorization relating to recurring TEL
the item, the item number, and the account number contained on such entries, you will comply with the requirements of Regulation E for the
item have been accurately reflected in the entry;
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authorization of preauthorized transfers, including the requirement to (vii) You will provide us upon request with proof that is
send a copy of the authorization to the receiver; satisfactory to us that your annual security audit has been properly
conducted;
(vi) For a single entry TEL entry, you will retain the
original or a microfilm or microfilm equivalent copy of the written notice (viii) You have obtained a properly authenticated
or the original or a duplicate audio recording of the oral authorization for authorization from the receiver complying with the rules, and shall give
two years from the date of the authorization, and you will give us a copy us a copy of that authorization within five days after we request it;and
of such audio recording or such notice immediately upon our request;
(ix) You will comply with the rules for WEB Entries.
(vii) For recurring TEL entries, you will retain for two
years from the termination or revocation of the authorization (a) the (h) .Return Fee Entries- If you send us a debit entry for a
original or a duplicate audio recording of the oral authorization, and (b) return fee charged to a recevier for a debit entry or other item that was
evidence that a copy of the authorization was provided to the receiver in returned for insufficient or uncollected funds(a"Return Fee Entry"), you
compliance with Regulation E; and further represent and warrant to us and agree that:
(viii) You will comply with all rules and regulations under (i) The Return Fee Entry is in relation to.the return of
the rules for TEL Entries. either(a)a debit entry to a consumer account of a receiver; (b)an ARC,
BOC or POP entry to a non-consumer account of a receiver; or (c) an
(g) .WEB (Internet-Initiated/Mobile) Entries.. If you send us item that was eligible to be converted to a debit entry, but was not
debit entries using the WEB entry class code(each a"WEB entry"), you converted to an entry;
further represent and warrant to us and agree that:
(ii) The Return Fee Entry is for the purpose of collecting
(i) The entry is transmitted pursuant to an authorization a return fee that is permitted under the rules for Return Fee Entries, and
that is obtained from the receiver via the Internet or Wireless Network to you have satisfied all requirements with respect to the returned item in
effect a transfer of funds from a consumer account of the receiver, or order to originate the Return Fee Entry;
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 (iii) If you have satisfied the requirements for
communicated via a Wireless Network; authorization of a Return Fee Entry by providing notice to the receiver at
the time that the underlying entry was authorized or the original item
(ii) You have employed a commercially reasonable was accepted, the notice included the following, or substantialy similar,
fraudulent transaction detection system to screen the entry; language:
(iii) You have used commercially reasonable If your payment is returned unpaid, you authorize us to make a one-
procedures to verify the identity of the receiver of the entry; time electronic fund transfer from your account to collect a fee of[$
or
(iv) You have utilized commercially reasonable
procedures to verify that the routing number associated with the entry is "If your payment is returned unpaid, you authorize us to make a one-
' valid; time electronic fund transfer from your account to collect a fee. The fee
will be determined [by/as follows]:
(v) You have used encryption for transmittal of banking
information related to any entry or you have established a secure (iv) You have not and will not impose any other return
Internet session with the receiver of the entry, in either case utilizing fee in relation to the underlying entry or item that was returned unpaid;
commercially reasonable security technology providing a level of and
security that, at a minimum, is equivalent to 128-bit encryption
technology prior to the receiver's key entry and through transmission to (v) You have complied with all rules for Return Fee
the originator of any banking information, including, but not limited to, Entries, including formatting requirements and settlement date
any entry, the receiver's routing number, account number and PIN requirements, if applicable.
number or other identification symbol;
19. Audit Rights.. At any time, upon two days' prior notice, we
(vi) You will conduct or have conducted annual audits to may perform a remote or onsite audit of your systems, procedures and
ensure that the financial information you obtain from receivers is controls, and records as we deem necessary to determine your
protected by security practices and procedures that include, at a compliance with the rules and these ACH origination terms and
minimum, adequate levels of (A)physical security to protect against conditions. You will provide us with reasonable assistance and
theft, tampering, or damage, (B)personnel and access controls to information to conduct such audit, including reasonable access to
protect against unauthorized access and use, and (C)network security operating systems,policies,procedures,records,and other materials.
to ensure secure capture,storage,and distribution;
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SUN TRUST RUST TERMS AND CONDITIONS
20. .Notices.. Oral notices or communications relating to entries, management sales officer, treasury management customer service
instructions and these ACH origination terms and conditions must be specialist or as otherwise provided these terms or conditions or the ACH
given (a)if to us, to your treasury management sales officer, treasury origination reference materials and (b)if to you, at the address reflected
management customer service specialist or as otherwise provided in in our records. You and we may both change our telephone number(s)
these terms or conditions or the ACH origination reference materials or address(es)by giving written notice to each other.
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.
Written notices, instructions, directions, confirmations, verifications, or
other communications with respect to entries and these ACH origination
terms and conditions must be given (a)if to us, to your treasury
Cash Concentration Service
1. Description of the CashCon Service.. The SunTrust Cash the relevant designated account all concentration entries that we receive
Concentration or "CashCon" service allows you to manage your from you in accordance with the rules, these CashCon terms and
available balances at other financial institutions by sending debit entries conditions and the terms and conditions for the ACH origination service.
to those accounts through the automated clearing house, which is a
funds transfer system for sending and settling electronic entries among 5. Security Procedures.. The following security procedures apply
participating financial institutions. Details regarding CashCon's to your use of the CashCon service:
functionality and certain requirements that you must follow when using
the CashCon service are provided in the CashCon reference materials (a) Company Number.. We will give you an authorization
as they are updated from time to time. code that the voice response system, our live operators, the web site
and the corporate control service may refer to as the company number.
2. Functioning of the CashCon Service.. Under the CashCon The company number is not unique to you and we may give the same
Service, we act as the originating depository financial institution or company number to multiple clients. You must use the company
"ODFI"with respect to debit entries that you send us or that are sent to number to send us a concentration entry through any delivery method
us on your behalf that are directed to your accounts at other financial for any reporting location account that we have included in your setup
institutions that you have identified (in a form acceptable to us) and we for the CashCon service.
have included in our implementation of your setup for the CashCon
Service. The accounts that you maintain at other financial institutions (b) ID Number, Location Code or Location.. We will also
are referred to as the "reporting location accounts". Debit entries give you an authorization code(s) for each reporting location account
directed to a reporting location account are referred to as that we have included in our implementation of your setup for the
"concentration" entries. You will be the "originator" for each of those CashCon service. The voice response system and our live operators
entries. Your use of the CashCon service is subject to the terms and may refer to this code as the ID number, the web site may refer to it as
conditions for the ACH origination service. the location code and the corporate control service may refer to it as the
location. Each ID number, location code or location is limited to
3. Implementation of CashCon Setup.. We need certain initiating concentration entries to a particular reporting location account,
information to implement your setup for the CashCon service. You' You must use the appropriate ID number, location code or location to
agree to give us all of this information in a form that is acceptable to us. send us a concentration entry through any delivery method for each
The SunTrust account used to settle concentration entries is referred to reporting location account that we have included in your setup for the
as the"designated account." A reporting location account must use the CashCon service.
same designated account to settle concentration entries. However,
each reporting location account may use a different designated account (c) Company Password and PINs.. For the web site, we will
and any designated account may be used to settle concentration entries give you (a)a single authorization code that the web site may refer to as
for multiple reporting location accounts. The designated accounts are a password and (b)an authorization code for each location code that
identified in your CashCon Service profiles as they are in effect at the the web site may refer to as a PIN. The password is linked to the
relevant time. company number. As with the company number, the password is not
unique to you and we may give the same password to multiple clients.
4. Origination and Processing of Entries.. You must send all Each PIN, however, is uniquely linked to a particular location code. You
concentration entries to us by using one of the following delivery must use the company number, password and the appropriate location
methods: (a)calling our voice response system, (b)calling one of our code and PIN to log onto the web site and send us a concentration entry
live operators, (c)logging on to our CashCon web site or(d)accessing for each reporting location account that we have included in your setup
our dial-up corporate control service. The telephone numbers and the for the CashCon service.
Internet address are provided in the CashCon reference materials. If we
receive your concentration entries after the delivery deadline set forth in (d) .Division Code and Password.. For the corporate control
the CashCon reference materials, we will treat them as if we received service, we will give you two authorization codes that the corporate
them on our next business day. We will format, process and settle to control service may refer to as a division number and division password.
The division number and division password are unique to you, but are
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U , SUN TRUST RUST TERMS AND CONDITIONS
not unique to any particular reporting location account. You must use 6. ACH Origination Service.. These CashCon terms and
the company number, division number, division password and the conditions are expressly made a part of the terms and conditions for the
appropriate location to log onto the corporate control service and send ACH origination service and are subject to the terms and conditions
us a concentration entry for each reporting location account that we thereof. Terms that are defined in the terms and conditions for the ACH
have included in your setup for the CashCon service. origination service have the same meanings when used in these
CashCon terms and conditions. If there is any inconsistency on a
The authorization codes are not user-specific. This means that all of particular issue between these CashCon terms and conditions and the
your authorized users must use the same set of authorization codes to terms and conditions for the ACH origination service, these CashCon
initiate a concentration entry for a particular reporting location account. terms and conditions will control. You understand and agree, however,
We will send all of the authorization codes to the person(s) identified in that our agreement to provide the CashCon service does not permit you
your CashCon service profiles as they are in effect at the relevant time. to use any other aspect of the ACH origination service unless we have
Each such person will act as your "contact" with respect to the agreed to include it in our implementation of your setup for the ACH
authorization codes we send to him or her and will have all of the rights origination service.
and responsibilities described in the general terms and conditions. You
agree that these security procedures are commercially reasonable.
Cash Vault Service
1. Description of the Cash Vault Service.. The SunTrust cash (h) ".Deposits." means deposits of funds that you deliver to
vault service is designed to facilitate your cash and deposit needs. the cash vault and are processed in accordance with these cash vault
Details regarding the cash vault service's functionality and certain terms and conditions.
requirements that you must follow when using the cash vault service are
provided in the cash vault reference materials as we update them from (i) ".Funds." means U.S. coins, currency, checks and other
time to time. negotiable items.
2. Definitions.. The following terms have the specified meanings U) "Mutilated coins." means any coins that have been bent
for the purposes of these cash vault terms and conditions: or twisted out of shape,punched,clipped, plugged,fused or defaced but
that can be identified as to genuineness and denomination.
(a) "Account" means the account(s) identified in your cash
vault service profiles as they are in effect at the relevant time to which (k) ".Mutilated currency." means any currency that has been
deposits will be made and from which cash orders will be funded. damaged to the extent that one-half or less of the note remains, or its
condition is such that its value is questionable and special examination
(b) "Armored courier."means the armored courier you select is required before any exchange is made.
that uses secure, marked vehicles and armed personnel to transport
deposits and cash orders. (1) ".Order limit" means the maximum dollar value of cash
orders that you have designated (in a form acceptable to us) that may
(c) "Authorized user." means any person that you are be requested on any business day for each of your locations.
deemed to have authorized to place cash orders up to the order limit,
including each person you have designated (in a form acceptable to us) 3. Your Obligations in Making Deposits..
as an authorized user.
(a) You must collect and count funds and place them in a
(d) ".Business day."means Monday through Friday, excluding sealed, disposable deposit bag(s) or similarly designed tamper-proof
holidays that we observe. bag(s) (each such bag is referred to in these cash vault terms and
conditions as a "sealed deposit") clearly marked with your name or
(e) ".Cash orders." means those orders you give us for the identification number. Each sealed deposit must be prepared in
delivery of U.S.coins or currency by armored courier. accordance with the requirements set forth in the cash vault reference
materials. A deposit ticket listing your name, deposit account number
(f) ".Cash vault(s)" means the cash vault(s) that we have and the amount of funds must be included in each sealed deposit.
designated as serving your business location(s).
(b) You must cause sealed deposits to be delivered by the
(g) ".Contaminated currency." means any currency which the armored courier to the appropriate cash vault for each of your locations.
Federal Reserve Bank classifies as contaminated, including any We may reject, impose a special fee on and/or delay processing of any
currency damaged by or exposed to a contaminant hazard (including deposit if(i)the deposit ticket does not match the amount of the deposit,
any chemical, radioactive or biological substances) that may present a (ii)the deposit was not prepared in accordance with the requirements
health or safety risk or that cannot be processed under normal operating set forth in the cash vault reference materials, (iii)the deposit is
procedures. delivered to the wrong cash vault, (iv)the deposit is delivered by anyone
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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
or currency in a deposit, we will forward it to the Secret Service and currency to the Federal Reserve Bank for processing. Once the Federal
charge the relevant account for the difference. A deposit adjustment Reserve Bank has provided confirmation of value, we will credit your
notice will be sent to you on the day that the discrepancy or counterfeit account for the value assigned.
is discovered.
(b) Mutilated coins or currency must be delivered to us in a
(b) The relationship of debtor and creditor will not exist separate sealed, tamper-evident disposable deposit bag,clearly labeled
between you and us until we deposit the funds to your account. as "mutilated coins" or "mutilated currency" as appropriate. You must
provide documentation stating the estimated value of the mutilated coins
5. Cash Orders.. You acknowledge that each authorized user or currency, a break down by denomination of the coins or currency, an
has authority to place cash orders up to the order limits for delivery to explanation of how the coins or currency became mutilated, and a
your location. We may place a"hold"on your account for the amount of deposit slip for the estimated value of the deposit. The deposit bag and
a cash order as soon as we receive it, and we will charge your account 2 copies of the required documentation must be placed in a second
for the cash order when we deliver it to the armored courier. We sealed, tamper-evident, disposable deposit bag with stated value
reserve the right to reduce cash orders to maintain our inventory of recorded on the bag. We will forward the deposit of coins to the U.S.
coins and currency. Mint and the deposit of mutilated currency to the U.S. Department of the
Treasury. Once the U.S. Mint or the U.S. Department of the Treasury
6. Authorization Codes and Security Procedures.. If you place has provided confirmation of the value of the mutilated coins or
cash orders through our voice response unit,one of our on-line services currency,we will credit your account for the value assigned.
or another automated ordering system, we will provide authorization
codes for each of your authorized users. We will deliver the (c) If there is any discrepancy between the value of the
authorization codes directly to each authorized user or to the person(s) contaminated currency or mutilated coins or currency assigned by you
you have designated as your "contact" at the relevant physical or and the amount counted by us or by the Federal Reserve Bank, U.S.
electronic address you have designated (in a form acceptable to us). Department of the Treasury or the U.S. Mint, our count or the count of
The security procedures for cash orders placed through one of these the Federal Reserve Bank, U.S. Mint or the U.S. Department of the
methods may include the requirement that your authorized users use Treasury will be final. We will charge you for any additional fees
their authorization codes when placing a cash order. You agree that charged by the Federal Reserve Bank for processing any contaminated
those security procedures are commercially reasonable. currency, by the U.S. Mint for processing any mutilated coins or by the
U.S. Department of the Treasury for processing any mutilated currency.
7. Risk of Delivery..
(d) We may refuse to accept any contaminated or mutilated
(a) You are solely responsible for engaging the armored coins or currency unless we have given our prior approval for the
courier and assume any and all risks incidental to or arising out of delivery of such coins or currency. If any contaminated currency or
selection of the armored carrier, the delivery of deposits to us and the mutilated coins or currency is included in a deposit and not contained in
delivery of cash orders to you. We have no responsibility or liability for a separate marked deposit bag, we may refuse to process all or part of
deposit until we accept possession of it from the armored courier (as the deposit, may return the deposit or the contaminated currency or
evidenced by one of our authorized representatives signing the armored mutilated coins or currency contained in the deposit or may refuse to
courier's manifest acknowledging receipt of a designated number of give credit for the contaminated currency or mutilated coins or currency,
deposit bags included in the deposit) or for cash orders after we deliver
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TERMS AND CONDITIONS
and we will charge the account for the amount of any contaminated amount of any contaminated currency or mutilated coins or currency
currency the Federal Reserve Bank has refused to process for which included in any deposit and not contained in a separate marked deposit
your account was given provisional credit. We have no liability for the bag as required above.
Controlled Disbursement Service
1. Description of the CDA Service.. The SunTrust Controlled using an estimate based on historical information. The disbursement
Disbursement Account or "CDA" service allows you to improve control account may be funded by a transfer of available balances from another
over daily cash requirements by allowing you to defer funding of check account with us, a wire transfer of funds from an account at another
disbursements until the day they are presented for payment. financial institution, or an approved line of credit from us. Whatever
method is used,we must receive that funding by the funding deadline(s)
2. Operation of the CDA Service.. that we separately disclose to you from time to time. In the event a
(a) As a part of our implementation of your setup for the CDA disbursement account is not adequately funded on the date of
service, we will provide you with a set of specifications that checks presentment, we may return items for which there are not sufficient
issued against a disbursement account must meet. These funds or, if we have previously approved a line of credit to you, we may
specifications include specific routing number and magnetic ink extend credit to you in an amount sufficient to cover such items.
encoding requirements that must be met in order for the CDA service to (d) If any ACH or other electronic debits are presented
operate correctly. Using checks that do not meet these specifications against a disbursement account,those debits may not be included in the
can result in daily out-of-balance situations in a disbursement account. information we provide you regarding daily presentments. In that event,
You must give us voided sample checks for each disbursement account you must adjust your funding of the disbursement account to cover the
so that we may test those checks for compliance with the specifications. ACH or other electronic debits.
Once we complete our testing, we will send you a notice that your
sample checks are acceptable or that they fail to meet our (e) You agree and understand that the purpose of the CDA
specifications. You may not issue checks against a disbursement service is to improve control over daily cash requirements by allowing
account until you have received a notice from us that your sample you to defer funding of check disbursements until the day they are
checks for that account are acceptable. presented for payment, and not to delay the collection of funds by the
(b) On each banking day, we will make information available payees.
to you regarding the total dollar amount of all checks that have been 3. Duration and Changing of Options.. Once you have confirmed
presented for payment against each disbursement account that day a CDA service profile and we have included the information from it in
before the controlled disbursement reporting time(s) that we separately our implementation of your setup for the CDA service, it remains in
disclose to you from time to time. We will make this information effect until (a)your use of the CDA service or the agreement is
available to you through one of our online services. terminated or (b)you confirm a CDA service profile that adds to or
deletes from your previous selections and we have had a reasonable
(c) You understand that we provide presentment information time to act on it before we receive the relevant checks.
to you solely to assist you in funding your disbursement accounts. The
CDA service does not relieve you of the obligation to fund your 4. .Termination- We may terminate the CDA service immediately
disbursement accounts appropriately. As a result, you agree to have by giving you written notice of the termination. You may terminate the
sufficient available funds on deposit in each disbursement account to CDA service by giving us written notice of the termination, provided that
pay all checks presented against that account, whether or not we have any termination by you will not be effective until we have had a
notified you of the presentment of those checks. If the presentment reasonable time to act on your notice.
information is not available by the reporting time, you should consider
Controlled Payment Service
1. Description of the CPR Service.. The SunTrust Controlled the issue deadline set forth in the CPR reference materials and it must
Payment or "CPR" service allows you to give us instructions to return contain all of the information set forth in the CPR reference materials
certain checks that you believe may be fraudulent or not validly issued. with respect to each check you issued that day. You may send us a
Details regarding CPR's functionality and certain formatting and other separate issue file for each account, or you may send us an aggregate
technical requirements that you must follow when using the CPR service issue file for all of the accounts that are included in your setup for the
are provided in the CPR reference materials as we update them from CPR service. Once we have received your issue file, we will compare
time to time. the information in that issue file with the information in our systems with
respect to checks (A)that have been presented to us through normal
2. Operation of the CPR Service.. check clearing channels for payment against the relevant account, and
(a) You must transmit an issue file to us on each day on (B)for which we have provisionally settled but have not yet posted to
which you have issued any checks against any account that is included the relevant account. You authorize us to post, finally pay and charge
in your setup for the CPR service. We must receive that issue file by against the relevant account, each check that matches the information
in your issue file. We will notify you of each presented check that is not
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U � SUN MUST 1�UST TERMS AND CONDITIONS
included in the issue file that we received from you or that reflects presented to tellers for cashing is a common form of check fraud. Using
information that does not match the information in the issue file we our teller access service is a good way to defend against that form of
received from you. The checks that are not listed or for which the fraud and we strongly encourage you to take advantage of it. However,
information does not match are referred to as "mismatched checks." use of the teller access service is not mandatory and you may make a
You must instruct us to pay or return each mismatched check by the business decision to opt out of its use. Of course, opting out of the
payment decision deadline set forth in the CPR reference materials. service increases the risk that a fraudulent check may be cashed over
Your instructions must contain all of the information with respect to each the counter in one of our branches. As a result, if you make the
mismatched check set forth in the CPR reference materials. You may business decision to not name at least one telephone representative for
elect one of two ways for us to deal with mismatched items if you fail to each account for which you have elected the CPR service, (A)this will
give us a pay or return decision by the payment decision deadline. be reflected in your CPR service profiles as they are in effect at the
Under the"return default"option, you authorize us to return unpaid each relevant time, (B)you will be deemed to have opted out of the teller
mismatched check unless we receive an instruction from you to pay it access service for that account and (C)you agree that we will not have
before the payment decision deadline. Even if you select a return any liability for paying any check presented over the counter in one of
default option, we may post, finally pay and charge against the relevant our branches,whether or not such check bears a forged or unauthorized
account a mismatched check you haven't decisioned (A)as otherwise signature or is counterfeit, altered or otherwise fraudulent or not validly
provided below, for mismatched checks presented over the counter in issued, so long as we otherwise process that check in accordance with
one of our branches and(B)mismatched checks that we believe in good our standard check cashing procedures.
faith result solely from encoding errors. Under the"pay default"option,
you authorize us to post,finally pay and charge each mismatched check 3. Transmission of Information.. We will transmit information
against the relevant account unless we receive an instruction from you regarding mismatches to you by using certain of our online services.
to return it before the payment decision deadline. Your election of these You must transmit your issue files and your pay or return decisions to us
options is reflected in your CPR service profiles as they are in effect at by using certain of our online services. Your issue files and pay or
the relevant time. We may give you the option of not providing return decisions must be in a format we have approved. If the relevant
information in your issue file on one or more check attributes(such as online service is not available, then we will transmit the relevant
the payee's name) that the CPR service is capable of matching. Of information to you by facsimile at the facsimile number listed for the
course, not matching all available check attributes increases the risk relevant authorized representative on your CPR service profiles as they
that a fraudulent check will not be detected as a mismatched check. As are in effect at the relevant time and you must transmit your issue files
a result, if you make the business decision of not providing information and/or your pay or return decision to us by facsimile at the facsimile
in your issue file with respect to all available check attributes,you agree number we specify.
that, in addition to the other limits on our liability provided in these CPR
terms and conditions, we will not be liable for paying any check that is 4. .Limits on Our Liability.. You acknowledge that we will rely
fraudulent with respect to the attributes for which you failed to provide completely on information and instructions you give us in providing the
us information, so long as we otherwise satisfied our duty of care with CPR service to you and that we are not required to inspect any attribute
respect to the other aspects of the CPR service in processing that of a check (other than those included in the relevant issue file) that is
check. processed through the CPR service. As a result, you agree that, in
addition to any other limitations on our liability under the agreement, we
(b) As part of the CPR service,we can also make your issue will not have any liability for (a)following instructions we receive from
files available to our branches to assist our tellers in cashing checks. any person we believe in good faith is one of your authorized
This is referred to as "teller access." If a check presented for payment representatives or telephone representatives or (b)paying or returning
over the counter in one of our branches against an account that uses any check in accordance with the terms of this these CPR terms and
teller access(i)is presented before we have received and processed an conditions, including any check that (i)bears a forged or unauthorized
issue file for such check or(ii)is a mismatched check, we will attempt to signature or is counterfeit or otherwise not validly issued or(ii)is altered
obtain approval for payment of the mismatched check by calling one of or otherwise fraudulent with respect to an attribute that the CPR service
the people you have designated as a "telephone representative"for the is designed to match. Moreover, you acknowledge that the CPR service
relevant account as reflected in your CPR service profiles as they are in is not a substitute for our stop payment service and you agree not to
effect at the relevant time. We will make one attempt to call each report an item as "void" if you have released the item. Finally, you
telephone representative for the relevant account until we have reached understand and agree that the purpose of the CPR service is to improve
one of them. Each telephone representative is authorized to instruct us reconciliation of checks and eliminate traditional stop payment
to pay or return any mismatched check. If the telephone representative procedures,and not to delay the collection of funds.
we contact instructs us to pay the check, then you authorize us to post,
finally pay and charge the check against the relevant account. If we are 5. Suspension of Service.. You agree that you will be in material
unable to contact a telephone representative, or the telephone breach of these CPR terms and conditions if you repeatedly fail to meet
representative we contact does not instruct us to pay the mismatched any of the deadlines described in the CPR reference materials or have
check, then you authorize us to return the check to the person an excessive number of checks not reported on your issue file for the
presenting it to us. Our documentation showing that we contacted or CPR service or for which the information is not consistent with our
attempted to contact your telephone representatives will be conclusive information on checks that have been presented against the relevant
evidence that we took the reflected action. Fraud involving checks account. In addition to any other rights we may have under this the
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agreement or applicable law, we may immediately suspend your use of the CPR service.
Electronic Data Interchange
1. Description of the EDI Service(s).. Electronic Data (c) Our EDI account analysis service allows you to send and
Interchange or "EDI" refers to the electronic exchange of payments, receive electronic files to support our account reconciliation, controlled
payment-related information and other financial data in formats that payment and positive payment services(both issue and paid item files),
meet agreed standards. The EDI services that we offer fall into three our ACH fraud control service (authorization records) and our account
categories: (i)payment initiation or "integrated payables," (ii)payment analysis service.
receipt or "electronic receivables delivery," and (iii)financial reporting
services. Each is described below: 2. .Technical Requirements and Underlying Services.. Files we
receive from you or send to you must be in a format that we have tested
(a) Our integrated payables EDI service allows us to accept and agreed to and must be sent or received by the deadlines specified
an electronic file from you that is used to initiate entries through our for the relevant service that we separately disclosed to you so that we
ACH origination service and/or create paper checks through our can perform the necessary edits and forward the files for the relevant
enterprise payment processing service. We do not create or maintain payment or information purposes. The terms and conditions for each
service profiles for this service. service that is utilized through an EDI file continue to apply.
(b) Our EDI reports transmission service allows us to send
you a formatted text report or electronic file to report payment and
payment-related data from our ACH origination service, scannable
lockbox service and/or wholesale lockbox service to you in various
formats.
Enterprise Payment Processing Service
1. Description of the EPP Service.. The SunTrust enterprise You acknowledge that sending entries by ACH will result in different
payment processing or"EPP" service is a service where, in accordance obligations and liabilities for you with regard to the legal and regulatory
with your instructions and servicing guidelines as confirmed by your EPP environment for electronic funds transfers as compared to the legal and
service profile, we will print and disburse checks and/or create and regulatory environment for checks.You will be solely responsible for
transmit entries to settle through the Automated Clearing House("ACH") ensuring each check entry complies with the terms and conditions
Network to pay your designated payees. We utilize a system developed governing the account on which the check entry is drawn, whether
and managed by a vendor in providing the EPP service. As a result, you maintained with us or any other financial institution..
agree that each reference to "we,""us" and "our' in any provision in the
agreement will, with respect to the EPP service, be deemed to include (b) Each check printed for a payment entry in a payment
our vendor. Details regarding the functionality of the EPP service, file data file will be printed in accordance with the format specifications for
delivery methodology and certain formatting and other technical each check,which we established with you in our implementation of your
requirements that you must follow when using the EPP service are setup for the EPP service, as set forth in the sample check that you have
provided in the EPP reference materials as we update them from time to approved (or will approve during implementation). Each check will be
time. drawn on the account designated in the payment entry for that check in
your payment data file. You will be solely responsible for ensuring you
2. Processing of Payments.. Once we have completed our have sufficient funds in any account on which a check is drawn to fund
implementation of your setup for the EPP service and you have all checks we print and disburse. We will not have any responsibility for
confirmed your EPP service profile you may use the EPP service. verifying whether there are sufficient funds in an account, whether
maintained with us or any other financial institution, when we print and
(a) For each payment entry included in a data file ("payment disburse any checks. If you designate multiple signers for checks drawn
data") you transmit to us, we will print and disburse a check in U.S. on a SunTrust account, the multiple signer requirement is for your
dollars (or Canadian dollars if so indicated), or create and transmit an internal purposes only and does not impose any obligation, duty, or
ACH credit entry, as reflected in your EPP service profile. Unless you liability on us. We will supply all standard check stock and other
specifically instruct us to process the entry as an ACH entry, we will materials, which will be billed through your analysis statement. Non-
process the entry as a check. If we have difficulty in establishing an standard check stock must be approved for use by us and will be
ACH credit entry for a payment we will default to a check entry if purchased on your behalf and inventory will be managed by us with
sufficient information is available. Each payment data file must follow appropriate charges included in your analysis statement.
the formatting, other technical requirements, and file delivery
methodology that we have established with you in our implementation of (c) We will disburse printed checks either by first-class mail
your setup for the EPP service, as evidenced by our records, or that we or by courier arranged by us or you. If you elect to have printed checks
may otherwise designate in the reference materials from time to time. disbursed by first-class mail, we will deliver checks to the United States
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p / SUNTRUS'T TERMS AND CONDITIONS
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
is transmitted to us through one of our online services or a designated payment data file or any payment entry in a payment data file is a
website. In order to elect ACH payments as part of the EPP service, we duplicate of a previously submitted payment data file or payment entry.
must have agreed to provide you ACH origination service and you must You agree that our records of payment data files you release for
have confirmed a service profile for ACH origination service. Each ACH processing will be deemed correct and will control in the event of any
entry created in accordance with your payment data file will be settled to dispute regarding a payment data file or payment entry in a data file.
one of the settlement accounts designated in your ACH origination
service profile. Except as otherwise provided in these EPP terms and 4. Cancellation Instructions.. We have no obligation to honor or
conditions, the terms and conditions for the ACH origination service will process any request to cancel the processing of any of your payment
govern each entry which, in accordance with your payment data file,we data, to amend any payment data, to pull from disbursement a check
create, format and transmit to settle through ACH, including without printed, or cancel any ACH file created, in accordance with your
limitation, those relating to exposure limits and delays or suspension of payment data file and EPP service profile.As an accommodation to you,
processing. however, we will use good faith efforts to honor your request to cancel
the processing of a payment data file or a payment entry in a payment
(f) Remittance data included with your payment data file data file or pull any check printed from disbursement, if your request
may be printed with the corresponding check or made available at our complies with the security procedures and we receive the request at a
designated website or by separate mailing for ACH entries to the payee time and in a manner that gives us a reasonable opportunity to act on it
at the address provided by you in your payment data file. Remittance prior to printing or disbursing any checks or prior to creating or
data may be made available to the payee at our designated website transmitting any ACH entry. We are not liable if we are unable to honor
through the online remittance reporting feature of the EPP service as your request to cancel the processing of a payment data file or a
defined in the reference materials. If you elect to use the online payment entry in a payment data file or to pull a printed check prior to
remittance reporting feature, you must provide the payee's contact and disbursement. You agree to reimburse us for any expenses we may
identification information to us. You are solely responsible for notifying incur in attempting to honor any such requests.
your payees that the online remittance information will be available and
providing your payees access instructions for the designated website as 5. Security Procedures.. You agree to comply with the following
provided for in Section 9, Payee Access. security procedures in using the EPP service and agree that these
security procedures are commercially reasonable.
3. .Transmission of Payment Data File.. You must transmit your (a) Online Services. For a payment data file that is
payment data file to us by using one of our online services as defined in transmitted to us through one of our online services you are required to
the reference materials. You must transmit your payment data file to us comply with the security procedure for that online service as defined in
by the cut-off deadline we have established in your EPP service profile. the reference materials. During our implementation of your setup for the
Your payment data may not be processed or processing may be delayed EPP service, you must designate a security administrator for the online
if you submit your payment data file after the cut-off time or on a day service. The security administrator will have full access rights as more
other than as provided in your EPP service profile. If you wish to make a fully described in the reference materials.
change to your payment data file (other than adding one or more
payment entries), including changes in formatting or technical (b) Control Totals. Each time you submit a payment data file,
requirements,adding an account,or changing the settlement account for we will notify you by email when we receive the file. Upon receipt of this
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V SUN 1 RUST TERMS AND CONDITIONS
email, you must access our online services, as more specifically on your behalf to be used in connection with one of those services. If
described in your EPP service profile, and verify the number of check you make this election, we must have agreed to provide you the
print entries, the number of ACH credit entries, the aggregate dollar applicable Positive Pay, Account Reconciliation or Controlled Payment
amount of all ACH credit entries and the aggregate dollar amount of all service and you must have confirmed a service profile for the service. By
check entries (the "control totals"). In addition, you must submit a making this election, you authorize us to create an issue file on your
transmittal form to us indicating the total amount of ACH credit entries in behalf on each day on which checks are printed against any SunTrust
the payment data file. account that is included in your setup for Positive Pay, Account
Reconciliation or Controlled Payment service. Each issue file and your
(c) Cancellations. Instructions canceling a payment data file use of the Positive Pay, Account Reconciliation or Controlled Payment
or any payment entry in a payment data file or requesting that any check service is governed by the terms and conditions for each service,
created be pulled prior to distribution must be in writing and transmitted including without limitation those relating to limits on our liability and
to our EPP staff as indicated in the reference materials. We may verify suspending your use of the service.
or authenticate any of these instructions by any means we believe to be
reasonable in the circumstances, but we are under no obligation to do 9. Payee Access.. Payees have access to several features of
so. We will have no liability for acting on any of these instructions we EPP service through a designated website.
believe in good faith to have been given by one of your authorized users.
(a) Online Remittance Reporting Feature-before a payee can
(d) Payee Access. Before a payee can access our online access our online remittance reporting feature, that payee must register
remittance reporting feature or vendor enrollment feature, that payee in the designated website, in compliance with the security procedures
must register in the designated website, using access instructions referenced herein. The payee's access and use of the website shall be
provided by you. Once registered, the payee will choose its own user id subject to the terms and conditions posted at the website. Through the
and password. website, registered payees may utilize the online remittance reporting
feature to view and download documents and information in connection
with payments, including remittance data and statements. Documents
6. Risk of Delivery.. We shall have no responsibility for any and information will be available to the payee through the online
checks once delivered to the United States Postal Service or a courier. remittance reporting feature for the number of days provided in the EPP
You assume all risks associated with delays caused by complications reference materials. Payees will be notified by email when new
arising in the transmission of payment data files and delays in postal documents and information are available online. The payee will be
service or courier service, except when such delays are caused by our deemed to have received any email sent by us to the email address
failure to provide the checks by the delivery time or to transmit an ACH reflected at that time in the payee's registration information in the
entry by the appropriate ACH processing cut off time, provided you designated website.We are not responsible for undelivered emails.
submitted the payment data for such payments to us in a timely manner.
(b) Vendor Enrollment- under the vendor enrollment feature,
7. .Limitation of Liability; Indemnity.. Notwithstanding anything a registered payee may provide notice through the website to receive
herein to the contrary, we shall have no liability with respect to a check payments by ACH rather than by check. This election is for your
issued or ACH entry transmitted in accordance with the services information and we have no duty to comply with your payee's election to
described in these EPP terms and conditions, conforming to the receive payments by ACH. This election is not available for payments to
payment data or after the period during which we must maintain the a consumer account, as defined in the NACHA Operating Rules. We will
payment data with respect thereto. In addition to any obligation you notify you if the payee .provides notice through the website. to receive
have to indemnify us under the master agreement or the general terms payments by ACH. If you approve such election, you-must instruct us to
and conditions, you agree to indemnify and hold us harmless from any make_such payments by ACH in your payment data file.
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. (c) EPP Vendor Services-you or your payees may elect to
obtain additional services directly from our EPP vendor, such as, but not
8. Creation of Issue File for Positive Pay,Account Reconciliation, limited to, data download capabilities. SunTrust is not a party to
or Controlled Payment Service.. You may elect for the printed check providing additional services and is not responsible for any obligations or
information included in your payment data file to be used by us to create liabilities that may arise in the course of our vendor providing those
a Positive Pay, Account Reconciliation or Controlled Payment issue file additional services to you or your payees.
Image Cash Letter Service
1. Description of the ICL Service. .The SunTrust Image Cash an "image cash letter," in place of forwarding the original checks to us
Letter or "ICL" service is intended to allow you to transmit to us for for deposit. Details regarding ICL's functionality and certain formatting
deposit files of electronic images of batches of checks (and associated and other technical requirements that you must follow when using the
information describing each check)and check total information,each file ICL service are provided in the "ICL reference materials" as we update
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TERMS AND CONDITIONS
them from time to time. The ICL service is intended for transmission of your image cash letter, as the bank of first deposit, our systems will
your electronic images and associated information in one file, not as process each image and associated information included in that image
separate transmissions. The ICL service may also encompass image cash letter that are on-us items to determine if all images and
quality analysis adjustments, image integrity analysis adjustments, associated information satisfy the ICL standards for qualified image
duplicate item or duplicate file adjustments and return item adjustments cash letters. Also, if your imaging process does not produce acceptable
(all as defined in the ICL reference materials) being sent to you. The images you will be required to use our unqualified ICL service that
ICL service may not be used outside the United States without our prior performs image quality analysis and image integrity analysis on all items
written approval or to transmit an electronic image of a remotely created in each image cash letter. This may result in requiring an earlier image
check (as that term is defined in Regulation CC). These ICL terms and file receipt time for your unqualified image cash letter. All image cash
conditions do not otherwise affect any other agreement between you letters are also subject to duplicate item and duplicate file detection. If
and us relating to deposits of original checks. an image and associated information satisfy the ICL standards, the ICL
system will accept them. If the ICL system determines an image or
2. Operation of the ICL Service.. You may use the ICL service associated information does not satisfy the ICL standards, the ICL
with respect to the account(s) identified in your ICL service profiles as system may reject the nonconforming image or duplicate item, which
they are in effect at the relevant time and that we have included in our shall mean those items are sent back to you for reasons of poor quality,
implementation of your setup for the ICL service. missing images or duplicate items. A summary debit adjustment will be
made to your account and a debit advice will be sent to you. Also you
(a) Each electronic check image included in an image cash may request that the list of rejected images which failed to meet the ICL
letter is an "item" as defined in Article 4, Section 104(a)(9) of the standards or were found to be duplicates be transmitted through one of
Uniform Commercial Code as adopted in the state whose laws govern our online services to your designated contact identified in your ICL
this agreement and a "check" as defined in Section 229.2(k) of the service profiles as they are in effect at relevant time. In addition, any
Regulation CC, which must be an exact image of the front and back of image and associated information included in an image cash letter must
the original check with full-field magnetic ink character recognition satisfy the quality standards of the Federal Reserve Bank or other
(MICR) line encoding (absent the amount). You should endorse the collecting bank to which we have forwarded an image and associated
original check prior to image capture and you must provide an electronic information for collection, the "collecting bank quality standards." All
endorsement record in accordance with the ICL reference materials, check images which fail to meet collecting bank quality standards will be
which are based on our interpretation of the relevant American National sent to you as a return advice with attached image for each item. There
Standard Institute (ANSI) standards. Each image cash letter must be are no specific timelines for these types of adjustments, but they are
formatted, including the batching of images, as provided in the ICL usually completed within 30 business days of deposit. If an image is
reference materials. To be eligible for processing, an electronic check rejected for failing to meet the ICL standards or the collecting bank
image must meet the items eligible for exchange requirements as quality standards, you must take corrective action to either recapture the
outlined in the ICL reference materials. At a minimum,the item must be image and associated information and submit it in a new image cash
a negotiable item and all characters in all MICR fields present on the letter or submit the original check for deposit. Once you have
document must be readable. This will allow you to capture the transmitted an image cash letter to us, you may not cancel it unless we
information required for the image cash letter. It is not acceptable to have rejected the file. If more than two percent of the images and
pass digit errors (represented by an * within a MICR field) on a file associated information included in an image cash letter fail to meet the
forwarded to us. All fields on the MICR line of an electronic check ICL standards, the entire file may be rejected, which will require you to
image must be repaired prior to forwarding any files to us. You warrant resubmit that image cash letter.
that any repair of the MICR line fields will be repaired correctly.
(d) In using the ICL service, you agree to use formats as
(b) You must transmit each image cash letter to us through indicated below,which may be amended from time to time.
one of our online services which support the transmission of image cash
letters. To submit an image cash letter to us through an online service, (i) DSTU X9.37—2003 TIFF 6.0 CCITT Group IV black
you are required to comply with the security procedures for that online and white(Images attached)Paper will be truncated at your location
service. Any image cash letter transmitted to us in accordance with
those security procedures will be deemed an image cash letter of yours, (ii) Image—Same as above
whether or not you actually authorized it. Transmission times, image file
receipt times, other applicable deadlines and transmission locations are (iii) Companion Document for exchange — Federal
set forth in the ICL reference materials and/or your ICL service profiles Reserve Bank Adoption of DSTU X9.37 (2003) Image Cash Letter
as they are in effect at the relevant time. Customer Documentation (Excluding portions referring to Fed specific
(c) Each image (and associated information regarding a details)
check) included in an image cash letter must meet our quality standards All files must be sent to us through our Online File Transfer service.
for processing an image for deposit as described in the ICL reference You must send a notification to the designated e-mail address as
materials. Those standards are referred to in these ICL terms and identified in the ICL reference materials,which must include your name,
conditions as the "ICL standards." We may add to or change the ICL image cash letter file total dollar amount and image cash letter file total
standards at any time immediately upon notice to you. Once we receive item count. Federal Reserve Bank's Image Quality Assurance (IQA)
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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, corners, 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
Quality Adjustment Detail reporting will be facilitated through the use of security procedures to safeguard the original checks, images and
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
institution is referred to in these ICL terms and conditions as the prepared and formatted in accordance with the requirements set forth in
"drawee bank") through the check collection channels that we would the ICL reference materials, (ii)the number of check images in the
otherwise use to present a check to the drawee bank. In either event, image cash letter or the total dollar amount of the image cash letter
your deposit will be subject to the terms of any agreement we have with does not match what is included in the Cash Letter Control Record for
other financial institutions relating to the presentation of electronic items. your image cash letter, and(iii)the number of check images in an image
We will make funds for each electronic item or substitute check that we cash letter file transmitted to us exceed the number permitted under
process for deposit to your account available to you under the enhanced these ICL terms and conditions.
schedule that applies to your account on the business day that we
received the file containing a conforming image of that check. 0) Returns will be handled by printing substitute checks and
returning them through existing return channels.
(f) We must receive your image cash letter by the image file
receipt times set forth in the ICL reference materials. In that regard, we 3. Your Representations and Warranties.. You make all of the
are not liable for any delays or errors in transmission of an image cash representations and warranties to us with respect to each electronic
letter. If the online service you use to transmit your image cash letter is check image and associated information that you transmit to us that you
not available, you must make your deposits by another method, such as would have made if you had deposited the original check into your
delivery to us of appropriate CD-ROM(s) containing the image cash account. In addition, you represent and warrant to us with respect to
letter or delivery of the original checks to us. You may not transmit to us each image of and associated information that you transmit to us that
an image cash letter which exceeds 20,000 items per file if you are (a)the image and associated information (i)accurately represent all of
using the unqualified ICL service or 40,000 items per file if you are using the information on the front and back of the original check at the time
the qualified ICL service. You may send more than one image cash the image and associated information were captured and (ii)are
letter each day prior to your image file receipt time. otherwise sufficient for us to satisfy our obligations as the truncating
and/or reconverting bank and (b)no person or entity will receive a
(g) You agree to make original checks available to us transfer, presentment or return of, or otherwise be charged for, (i)the
promptly upon our reasonable request. You agree that you will not original check, (ii)an electronic item or substitute check that we create
capture more than one image of(or associated information regarding) from the image and associated information, or (iii)a paper or electronic
any original check and that you will not negotiate, deposit or otherwise representation of the original check or of a substitute check that we
transfer any original check to us or to any other person or entity after create from the image and associated information, such that the person
you have captured an image of(or associated information regarding) it. or entity will be asked to make a payment based on a check that it has
You also agree that(i)you will not transmit an image of(or associated already paid.
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 4. Your Indemnification Obligations.. In addition to any other
will not transmit an image of (or associated information regarding) any obligation you have to indemnify us, you agree to defend, indemnify,
original check to us that you previously transmitted to any other person protect and hold us, our affiliates and our respective officers, directors,
or entity, (iii)you will not transmit an image of(or associated information employees, attorneys, agents and representatives harmless from and
regarding) any original check to any other person or entity after you against any and all liabilities, claims, damages, losses, demands, fines
have transmitted it to us; (iv)you will not transmit an image of (or (including those imposed by any Federal Reserve Bank, clearing house
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TREASURY MANAGEMENT
U 1i��� SUN MUST
TERMS AND CONDITIONS
or funds transfer system), judgments, disputes, costs, charges and of the original check,or(b)any encoding error on any check included in
expenses (including litigation expenses, other costs of investigation or an image cash letter,or(c)any duplicate item or duplicate file created or
defense and reasonable attorneys' fees) which relate in any way to authorized by you, or (d)the delayed processing of any returned items
(a)the receipt by any person or entity of (i)an electronic item, (ii)a by any subsequent bank for any items that were processed as electronic
substitute check or (iii)a paper or electronic representation of the items, or(e)a remotely created check being included in an image cash
original check or the substitute check that we create from a electronic letter.
check image and associated information that you transmit to us, instead
Image Cash Letter Service—Financial Institutions
1. Description of the ICL-Fl Service.. The SunTrust Image Cash image cash letter. Repair of the MICR line on documents in order to
Letter service for financial institutions or"ICL-Fl"is intended to allow you make the items eligible for processing must be done with responsibilities
to transmit to us for deposit files of electronic images of batches of assigned as outlined in ECCHO Rules, Section III(B). It is not
checks (and associated information describing each check referred to acceptable to pass digit errors(represented by an *within a MICR field)
as "presentment notice") and check total information, each file an on a file forwarded to us. All fields on the document must be repaired
"image cash letter," in place of forwarding the original pre-encoded prior to forwarding any files. Repair of the MICR line fields will be
check deposits to us for deposit. Details regarding ICL-FI's functionality governed by ECCHO Rules.
and certain formatting and other technical requirements that you must
follow when using the ICL-FI service are provided in the ECCHO Rules, (b) You must transmit each image cash letter to us through
Section XIX and in the "ICL-Fl reference materials" as we update them one of our online services which support the transmission of image cash
from time to time. By using this service, you agree to be bound by the letters. To submit an image cash letter to us through an online service,
Electronic Check Clearing House Organization Operating Rules referred you are required to comply with the security procedures for that online
to as "ECCHO Rules" for these electronic image transactions and we service. Any image cash letter transmitted to us in accordance with
will sponsor your membership if you are not currently a member of those security procedures will be deemed an image cash letter of yours,
ECCHO. Unless otherwise agreed upon, you will be charged for the whether or not you actually authorized it. Transmission times, Image
ECCHO sponsorship fees. Unless otherwise indicated, terms used in Ledger Cutoff times, other applicable deadlines and transmission
these ICL-FI terms and conditions shall have the meanings ascribed to locations are set forth in the ICL-FI reference materials and/or your ICL-
such terms in the ECCHO Rules. The ICL-Fl service is intended for FI service profiles as they are in effect at the relevant time.
transmission of your presentment notice and electronic images in one
file, not as separate transmissions. The ICL-Fl service also (c) Each image of (and associated information regarding a
encompasses image quality analysis adjustments and return items check)included in an image cash letter must meet our quality standards
processing sent to you. The ICL-Fl service may not be used outside the for processing an image for deposit as described in the ECCHO Rules
United States without our prior written approval or to transmit an and the ICL-FI reference materials. Those standards are referred to in
electronic image of a remotely created check(as that term is defined in these ICL-Fl terms and conditions as the "ICL-Fl standards." We may
Regulation CC). These ICL-Fl terms and conditions do not otherwise add to or change the ICL-Fl standards at any time immediately upon
affect any other agreement between you and us relating to exchanges notice to you. Once we receive your image cash letter,our systems will
under the ECCHO Rules or deposits of original checks. process each image and associated information included in that image
cash letter that are on-us items to determine if that image and
2. Operation of the ICL-FI Service.. You may use the ICL-Fl associated information satisfy the ICL-Fl standards. If an image and
Service with respect to the account(s) that are identified in your ICL-Fl associated information satisfy the ICL-FI standards, the ICL-Fl system
service profiles as they are in effect at the relevant time and that we will accept them. If the ICL-Fl system determines an image or
have included in our implementation of your setup for the ICL-Fl service. associated information does not satisfy the ICL-FI standards, the ICL-Fl
system may reject the nonconforming image, which shall mean those
(a) Each electronic check image included in an image cash items are sent back to you for reasons of poor quality or missing
letter is an "item"under the Uniform Commercial Code, a"check"under images. Each day we will fax to your contact that you have designated
Regulation CC and an "item" under ECCHO Rules which must be an (in a form acceptable to us) the list of rejected images which failed to
exact image of the front and back of the original check with full MICR meet the ICL-FI standards and this will be followed by a research and
line information. You must endorse the original check or the electronic adjustment debit advice. In addition any image and associated
check image with the bank of first deposit endorsement in accordance information included in an image cash letter must satisfy the quality
with the ANSI endorsement requirements, ECCHO Rules and ICL-Fl standards of the Federal Reserve Bank or other collecting bank to which
reference materials. Each image cash letter must be formatted, we have forwarded an image and associated information for collection,
including the batching of images, as provided in the ECCHO Rules and the "collecting bank standards." All check images which fail to meet
the ICL-Fl reference materials. To be eligible for processing, an Federal Reserve Bank quality standards will be returned as an advice
electronic check image must meet the items eligible for exchange with attached image for each item via U.S. Mail. All check images which
requirements as outlined in the ECCHO Rules, Section III (A). The fail to meet collecting bank quality standards will result in items coming
ECCHO Rules require,at a minimum,that the item be a negotiable item, back in Return Item processing. If an image is rejected for failing to
and all characters in all MICR fields present on the document must be meet the ICL-Fl standards or the collecting bank standards, you must
readable. This will allow you to capture the information required for the either recapture the image and associated information and submit it in a
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IdIG TREASURY MANAGEMENT
p / SUNTRUST TERMS AND CONDITIONS
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 (h) We may reject, impose a special fee and/or delay
electronic item to the paying bank. In either event, your deposit will be processing of any image cash letter if(i)the image cash letter was not
subject to the terms of any agreement we have with other financial prepared and formatted in accordance with the requirements set forth in
institutions relating to the presentation of electronic items. We will make the ECCHO Rules and ICL-FI reference materials, (ii)the number of
funds for each substitute check or electronic item that we process for checks images or batches of check images in the image cash letter,the
deposit to your account available to you under the same schedule that dollar amount of a batch of check images in an image cash letter or the
would have applied if you had deposited the original check to your total dollar amount of the image cash letter does not match what is
account on the business day that we received the file containing a included in the presentment notice for that image cash letter,and(iii)the
conforming image of that check. number of check images in all image cash letter files transmitted to us
on any banking day, exceed the number permitted under these ICL-Fl
(e) We must receive your image cash letter by the then- terms and conditions.
current deadline set forth in the ICL-FI reference materials. In that
regard, we are not liable for any delays or errors in transmission of an (i) Returns will be handled by printing substitute check
image cash letter. If the online service you use to transmit your image documents and returning them through existing paper return channels.
cash letter is not available, you must make your deposits by another As a financial institution you act as the bank of first deposit(BOFD) on
method, such as delivery of the original checks to us. You may not all items you deposit with us. This will require you to place a BOFD
transmit to us an image cash letter which exceeds 20,000 items per file endorsement on all physical items deposited and/or a 26 record
if you are using the unqualified ICL service or 40,000 items per file if you containing the BOFD record on all image cash letter items deposited
are using the qualified ICL service. You may send more than one image with us. This endorsement must be in compliance with Regulation CC
cash letter each day prior to your image file receipt time. regarding content and placement, ANSI x9.37 standard, and as
provided in ECCHO Rules Section XIX(E).
(f) You agree to make original checks available to us
promptly upon our reasonable request. You agree that you will not (j) As the BOFD, you are expected to be the primary agent
capture, nor will you allow any of your customers to capture, more than of resolution of all research items. As the BOFD, your organization has
one image of (or associated information regarding) any original check total access to the clearing cycle of each item deposited with us. As
and that you will not negotiate, deposit or otherwise transfer, or allow your clearing agent, we do not have access to all of the returns
any of your customers to negotiate, deposit or transfer, any original information and as such we are less able to resolve all research items.
check to us or to any other person or entity after you have or that You may re-deposit indemnified copies of previously missing items with
customer has captured an image of (or associated information us at any time through any depository channel.
regarding) it. You also agree that (i)you will not transmit an image of
(or associated information regarding)any original check to us more than 3. Your Representations and Warranties.. You make all of the
once, (ii)you will not transmit an image of (or associated information representations and warranties to us with respect to each electronic
regarding) any original check to us that you or one of your customers check image and associated information that you transmit to us that you
has previously transmitted to any other person or entity, (iii)neither you would have made if you had deposited the original check into your
nor any of your customers will transmit an image of (or associated account. You further agree to the Sending Bank Warranties and
information regarding) any original check to any other person or entity Indemnification as provided in ECCHO Rules Section XIX(M).
after you have transmitted it to us; (iv)you will not transmit an image of
(or associated information regarding) any original check to us if that 4. Your Indemnification Obligations.. In addition to any other
obligation you have to indemnify us, you agree to defend, indemnify,
check has been used as a source document for the initiation of an ACH
or other electronic debit; and (v)neither you nor any of your customers Protect and hold us, our affiliates and our respective officers, directors,
will use any original check as a source document for the initiation of an employees, attorneys, agents and representatives harmless from and
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II�I� TREASURY MANAGEMENT
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against any and all liabilities, claims, damages, losses, demands, fines original check or the substitute check that we create from a electronic
(including those imposed by any Federal Reserve Bank, clearing house check image and associated information that you transmit to us, instead
or funds transfer system), judgments, disputes, costs, charges and of the original check,or(b)any encoding error on any check included in
expenses (including litigation expenses, other costs of investigation or an image cash letter, or (c)the delayed processing of any returned
defense and reasonable attorneys' fees) which relate in any way to items by any subsequent bank for any items that were processed as
(a)the receipt by any person or entity of (i)an electronic item, (ii)a electronic items, or (d)a remotely created check being included in an
substitute check or (iii)a paper or electronic representation of the image cash letter.
Image Delivery Services
1. Description of the Image Delivery Services.. The image file deliver the files. We will send the URL address and the user ID and
transmission feature for Image Delivery Services includes the delivery of password to the person you designate as your contact.
imaged items such as paid items, returned items, deposit tickets and
deposited items through the Online File Transfer service. The images of (b) CD-ROM - after delivery by express mail, you have
the various items, as well as images or text files of account statements, access to your imaged items along with indexed fields of information to
selected by you are downloaded and transmitted on a variety of time facilitate research and for longterm archival purposes. CD-ROM images
frames. The CD-ROM feature for Image Delivery Services includes the can be retained on the CD-ROM or downloaded onto your computer.
delivery of imaged items such as paid items, returned items, deposit You must designate a security administrator responsible for accepting
tickets and deposited items with an encrypted CD-ROM delivery process the software used to access the CD-ROM images. The CD-ROM will be
available on a variable basis. The various items selected by you will be encrypted to protect your data during transit. We will assign encryption
imaged, MICR corrected, balanced, and posted before delivery. If any codes that your security administrator will use to de-encrypt and access
deposited items are out of balance for an account (total of deposited the CD-ROM. Before you may use the CD-ROM Image Delivery
items does not match deposit ticket), then those deposited items will not Service, you must have or obtain a computer and related software
be included in any of the Image Delivery Services. You may also select materials necessary to access electronic images of (and associated
certain one-time historical CD-ROM services for any of the imaged information regarding)checks that are imaged on the CD-ROM. As part
items, such as a one month CD-ROM, a twelve month CD-ROM or a of providing the CD-ROM Image Delivery Service, our vendor will
seven year archive CD-ROM. sublicense the software and related materials to you that you need to
access electronic images of (and associated information regarding)
2. Selection of Image Delivery Services.. You may select either checks. The software and related materials are referred to as the
image file transmission or CD-ROM delivery method for the various "software materials". You must download the software materials and
items selected by you with respect to the accounts that you have or may install them on a computer that you will use in connection with the Image
in the future identify to us and that we have agreed to include in your Delivery Services.
setup for the Image Delivery Services. Your selection for each account
is reflected in your Image Delivery service profiles, which may be (c) Security Procedures-you agree that the security
grouped under a lead account for all accounts capturing the same types procedures noted above for the Image Delivery Services you select are
of images using the same delivery method. Details regarding these commercially reasonable. You are completely responsible for controlling
Image Delivery Services,their functionality and certain requirements that access to and maintaining the confidentiality of the security procedures,
you must follow when using the Image Delivery Services are provided in authorization codes and encryption codes and you must promptly report
the Image Delivery reference materials as they are updated from time to any breach of that confidentiality to us. You are also completely
time. responsible for the actions of your users to whom we or your security
administrator or your contact provide authorization codes or encryption
(a) Image file transmission —after online delivery, you have codes and any other person who has obtained access to your
access to your imaged items along with indexed fields of information that authorization codes or encryption codes. You represent and warrant
can be downloaded directly into your image archiving systems. Image that you will maintain commercially reasonable security procedures to
file transmissions are encrypted and are transmitted using File Transfer prevent unauthorized access to or any misuse of the imaged items or
Protocol (FTP). You must designate a contact responsible for receiving misuse of the information contained in the imaged items once you have
or retrieving your image file transmissions. You will retrieve your image received image file transmissions or CD-ROMs.
file transmissions after setup on Online File Transfer service by using
the unique user ID and password assigned to your company. If you 3. .Ima4ed Items.. You agree that we will have no liability for
elect for us to "push" your image file transmissions to you, you can any missing image or if any image we capture is not legible. Our
provide us the information needed to access your computer system to 'responsibility for missing or illegible images is to use reasonable efforts
to provide a replacement image.
Online Bill Consolidator Service
Page 36 of 61
1. Description of the OBC Service.. The Online Bill Consolidator payment processor's online bill payment service as it is in effect at the
or "OBC" service enables you to receive remittance information relevant time, we will send each remittance file to you no later than the
regarding payments sent to you through the online bill payment service first banking day after the day we receive the relevant remittance
of any third-party online payment processor (each, an "online payment information from an online payment processor. You may designate(in a
processor")that participates in the OBC service. You may use the OBC form acceptable to us) whether we send your remittance files by (1)
service with respect to the accounts identified in your OBC service appending them to your file of items processed in your wholesale or
profiles and the online payment processors that are identified in our scannable lockbox service setup, if you use either of those services, or
records, as those profiles and records are in effect at the relevant time, (2) as a separate transmission. You may elect(in a form acceptable to
and that we have included in our implementation of your setup for the us) to have remittance information from multiple online payment
OBC service. Details regarding the OBC service's functionality and processors included as separate batches in one file. You are solely
requirements that you must follow when using the OBC service are responsible for maintaining copies of all remittance files that we send or
provided in the OBC reference materials, as we update them from time otherwise make available to you.
to time.
(b) Each online payment processor will be solely responsible
2. .Enrolling as a Biller.. for settling all payments sent to you through that online payment
processor's online bill payment service and that are reflected in each
(a) You authorize us to enroll you as a biller for which remittance file. The applicable online payment processor will do so by
remittance information should be provided to us in each online bill sending one or more ACH credit entries to the account (each a
payment service identified in our records as they are in effect at the "settlement account") included in our implementation of your OBC setup
relevant time using the information you give us in connection with our that is identified as the settlement account for that online payment
implementation of your OBC setup. That information is referred to in processor in our records as they are in effect at the relevant time. Each
these OBC terms and conditions as your "biller profile." You must settlement for a payment credited to a settlement account is provisional
ensure that all information you give (or a third party on your behalf until the online payment processor receives final settlement from the
gives) us or an online payment processor to enroll you as a biller or originator of that payment. All payments credited to a settlement
otherwise for use in the online bill payment service of an online payment account, or otherwise owed to you,for payments sent to you through an
processor is complete and accurate at all times and in all respects. If online payment processor's online bill payment service are subject to
you learn or have reason to believe that any such information is or may any rights that online payment processor may have to unwind
not be complete and accurate in all respects,then you must notify us as transactions and exercise setoff under that online payment processor's
soon as reasonably practical and take such operational and other steps documentation.
as we or the applicable online payment processor reasonably require to
correct the information and appropriately adjust any sums remitted in (c) You are solely responsible for reconciling the remittance
response to our reliance on the incomplete or inaccurate information. information in each remittance file to the ACH credits you receive from
each online payment processor. If you are unable to reconcile the two,
(b) You represent and warrant to us that you do not owe any you must notify us of the inconsistencies by the end of our banking day
outstanding amounts to an online payment processor and that you are on the day you receive the ACH credit. If you have notified us in the
not currently using(and, so long as we are providing the OBC service to time required, we will use good faith efforts to resolve any such
you,will not use)the services of any other financial institution to enroll in inconsistencies with the applicable online payment processor.
or otherwise obtain access to the online bill payment service of an
online payment processor. (d) You are solely responsible for posting each payment
reflected in a remittance file to the correct customer account in your
(c) You agree to complete, sign and give us or the receivables system. Unless an earlier time for posting for an online
applicable online payment processor all forms required to receive payment processor's online bill payment service is provided in the OBC
payments and remittance information for payments processed through reference materials or that online payment processor's documentation,
an online payment processor's online bill payment service, including an you must electronically post each payment reflected in a remittance file
ACH debit authorization form. to your receivables system so that such payment is posted to the correct
customer account before your posting cut-off time on the calendar day
3. Remittance Files; Settlement;Reconcilement; Posting.. immediately following the date we received the remittance information
included in that remittance file from an online payment processor, as
(a) Once you have been enrolled as a biller in an online reflected by the date in the file header information (the "file header
payment processor's online bill payment service and we have date"). If the immediately following calendar day is a holiday or
completed our implementation of your setup for the OBC service, that weekend day, you must post the payment on the immediately following
online payment processor will send us remittance information regarding business day, and you must also backdate the time the payment is
payments sent to you through that online payment processor's online bill shown to have been posted in your receivables system so that it reflects
payment service. After we receive that remittance information from an it was posted before your payment posting cut-off time on the calendar
online payment processor, we will reformat it in accordance with the file day immediately following the file header date.
formatting requirements we have agreed to with you and create a file of
such reformatted remittance information (each, a "remittance file"). 4. Returns; Refusals; Reversals..
Unless an earlier deadline for an online payment processor's online bill
payment service is provided in the OBC reference materials or any (a) If you are unable to determine from a remittance file the
guides, rules or other documentation (collectively, the "online payment correct customer account to which a payment should be posted, then
processor's documentation") governing participation in such online (unless a shorter period for an online payment processor's online bill
// �,,{�� TREASURY MANAGEMENT
pV / SUN RUST TERMS AND CONDITIONS
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
customer account and post the payment within that period, then (unless honored by the applicable online payment processor. You agree to
a shorter period for an online payment processor's online bill payment reimburse us for any expenses we may incur in attempting to honor your
service is provided in the OBC reference materials or that online return request.
payment processor's documentation) you must request (in a form
acceptable to us) that we return the payment and we must receive that (d) In addition to any other rights we may have to act on
request no later than 5:00 p.m. ET (the "returns deadline") on the instructions we believe in good faith to have been given by a person you
second banking day after the file header date of that remittance file and, have authorized, we may act upon any request or notice we receive
if required by the applicable online payment processor, notify the pursuant to this Section 4 that we believe in good faith to have been
applicable online payment processor directly by the time specified in given by one of your authorized users.
such online payment processor's documentation. If a remittance file
contains incorrect information, but you are able to post the payment, 5. .Limitation of Liability; Disclaimer; Indemnity.. In addition to
then (unless a shorter period for an online payment processor's online any other limits on our liability under the agreement and to the extent
bill payment service is provided in the OBC reference materials or that permitted by applicable law, you agree that we will not have any liability
online payment processor's documentation) you must give us a notice for any acts or omissions of an online payment processor (including,
(in a form acceptable to us) that describes what was incorrect in the without limitation, (a)any error or delay in processing any payments or
remittance information no later than the returns deadline on the day that remittance information through that online payment processor's online
is two banking days after the file header date of that remittance file and, bill payment service (including, without limitation, any error or delay in
if required by the applicable online payment processor, notify the initiating any funds transfers to you), (b)any breach of confidentiality of
applicable online payment processor directly by the time specified in any information (including, without limitation, any of your or your
such online payment processor's documentation. customers' payment, account or personal information), (c)the
inaccuracy of any remittance information, or (d)any reversals or other
(b) You may not refuse to accept a payment that one of your debits initiated against your account). Neither we nor any online
customers sends you through an online payment processor's online bill payment processor makes any representations or warranties of
payment service unless (i) the customer account data for that payment any kind with respect to that online payment processor's online bill
is incorrect or incomplete or (ii) you have elected not to accept any payment service or the OBC service, including any implied
payments from that customer. If you are not willing to accept any warranties of merchantability or fitness for a particular purpose. In
payments from a customer, then (unless a shorter period for an online addition to any other indemnity obligation you have under the
payment processor's online bill payment service is provided in the OBC agreement and to the extent permitted by applicable law, you agree to
reference materials or that online payment processor's documentation) defend, protect, indemnify and hold us harmless from and against any
you must request (in a form acceptable to us) that we return the claims, liabilities, losses, damages, costs and expenses (including,
payment no later than the returns deadline on the day that is two without limitations, attorneys' fees) arising from or related to (i)any
banking days after the file header date of the remittance file containing amounts or other obligations we owe an online payment processor that
that payment information. are related in any way to your use of that online payment processor's
online bill payment service, (ii)faulty or erroneous information or
(c) Some online payment processors offer a "guaranteed instructions you give us or an online payment processor, (iii)any of your
payment" option as described in the OBC reference materials. If an errors or delays in posting a payment to your accounts receivable
online payment processor does not offer such an option or your biller system, (iv)any breach of any of your other obligations under these
profile does not require guaranteed payments from an online payment OBC terms and conditions, or (v)any of your acts or omissions which
processor that offers such an option, originators can initiate reversals of result in a breach by you or us of the terms of any online payment
payments previously made to you through that online payment processor's documentation.
processor's online bill payment service, and that online payment
processor will send an ACH debit entry to your settlement account (or 6. Online Payment Processor Documentation.. Your use of the
such other account as you may have designated to that online payment OBC service is subject to the terms of each online payment processor's
processor) for such reversals. We will not have any responsibility for documentation. You agree to take all actions we deem necessary for
any reversals processed through an online payment processor's online both you and us to be in compliance with each online payment
bill payment service or debits by an online payment processor to one of processor's documentation. You agree that we are not obligated to take
your accounts to reverse a payment. If you want us to attempt to return any action under these OBC terms and conditions that would cause us
an erroneous reversal entry, then (unless a shorter period for an online to breach the provisions of any online payment processor's
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IdI// TREASURY MANAGEMENT
U SUN NT RUST TERMS AND CONDITIONS
documentation. You agree that none of our obligations under any online 7. .Termination- You or we may terminate your use of the OBC
payment processor's documentation create obligations for us under service immediately upon written notice to the other party, provided that
these OBC terms and conditions unless expressly set forth as our any termination by you will not be effective until we have had a
obligations in these OBC terms and conditions. reasonable time to act on your notice.
Online Bill Presentment and Payment Service
1. Description of the Online Bill Presentment and Payment to provide the OBPP service to you. You must provide and maintain a
Service.. The Online Bill Presentment and Payment or"OBPP" service secure link to the biller website on your general website and are
enables you to electronically collect bill payments from your customers responsible for ensuring that this link takes a payer to the appropriate
(each, a "payer") by initiating ACH debit entries against their deposit area within the biller website. You are also responsible for providing
accounts or by. initiating charges against their credit or debit cards. data concerning each payer that uses this link in a manner that meets
These ACH debit entries and credit or debit card charges (which are our encryption or security requirements during the linking process.
generically referred to in these OBPP terms and conditions as (b) Before a payer may submit a payment authorization
"payments") are initiated in response to payment authorizations payers through the OBPP service, that payer must be registered in the OBPP
submit through the Internet or give your authorized users over the system. A payer may self-register through the biller website or an
telephone. The OBPP service is one of the online services described in authorized user may register a payer through the biller website based
the general terms and conditions. Details regarding OBPP's on information that payer gives an authorized user over the telephone.
functionality and certain requirements that you must follow when using The registration process must include a commercially reasonable fraud
the OBPP service are provided in the OBPP reference materials as we detection system and commercially reasonable procedures to verify the
update them from time to time. When first launched, the OBPP service identity of the payer. At your option (as reflected in your OBPP service
will only provide the ACH functionality described in these OBPP terms profile), payers may be allowed to give payment authorizations
and conditions. We will notify you when the card functionality is immediately following the registration process or may be prohibited from
available. giving payment authorizations until you have authorized them to do so.
2. .Functioning of the OBPP Service.. Each payment (c) The biller website will be formatted in accordance with
authorization that you or a payer submits through the OBPP service will the specifications that you give us in connection with our implementation
initiate a payment in accordance with these OBPP terms and conditions. of your setup for the OBPP service. You grant us the right and a license
You will be the "originator"and we will act as the originating depository to use (i) your name, trademarks, service marks, copyrights and logos
financial institution or"ODFI"for each ACH debit entry initiated through
and other textual information in connection with the biller website and(ii)
your setup of the OBPP service. Similarly,you will be the"merchant'for
Your data in connection with the OBPP service, in each case as
each credit or debit card charge initiated through your setup of the
OBPP service. However, we do not act as the merchant bank contemplated by these OBPP terms and conditions. Once a payer has
accessed the biller website, that payer may authorize you to initiate a
processor or "acquirer" with respect to those credit or debit card
Payment against the payer's deposit account or credit or debit card on
charges. Instead,the OBPP service merely routes information for those
the day that the authorization is submitted,each a"current payment,"or
credit or debit card charges to your third-party merchant bank
to initiate one or more payments on scheduled future dates, each a
processor, which will act as the acquirer for those credit or debit card
"
charges. In order to initiate credit or debit card charges through the scheduled payment." Before a payer may submit a payment
OBPP service you must have entered into a merchant services authorization through the biller website, that payer must accept, while
agreement with a third-party merchant bank processor that is online, terms regarding use of the biller website that, among other
things, authorize you to initiate one or more payments against that
acceptable to us and with whom we have entered into an agreement
r Payer's deposit account or credit or debit card, as applicable, and permit
regarding certain issues relating to your use of the OBPP service. A list
of acceptable merchant bank processors with whom we have such You and us to use the data provided by the payer to process those
Payments (including, without limitation, consent for that data to be sent
agreements is set forth in the OBPP reference materials as we update
them from time to time. We need you to work with us and to provide us outside of the United States). These terms of use must also comply
with certain information to implement your setup for the OBPP service. with (i)in the case of an ACH debit entry, the NACHA operating rules
You agree to give us all of this information in a form that is acceptable to and guidelines as they are in effect at the relevant time, or the "ACH
rules or (ii)in the case of a credit or debit card charge, the operating
US. regulations and other requirements of the entity or association that
3. Origination and Processing of Payments.. issues or sponsors the applicable credit or debit card as they are in
(a) Payment authorizations may be submitted through the effect at the relevant time, or the "card rules". We may provide you
OBPP service by (i)a payer through an Internet website (the "biller sample terms of use. Through the biller website, a payer may view
website")we provide or(ii)an authorized user through the biller website scheduled payments set up in, and prior payments made through, the
based on a verbal authorization a payer gives an authorized user over OBPP system and (prior to the deadline for submitting payment
the telephone. The biller website is part of the "OBPP system"we use authorizations set forth in the OBPP reference materials as they are in
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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
(d) An authorized user may also use the biller website to authority, and downloading and uploading certain files of data. Any
initiate payments against a payer's deposit account or credit or debit modification or deletion of a payment must be completed prior to the
card based on a verbal authorization that payer gives an authorized deadline for submitting payment authorizations set forth in the OBPP
user over the telephone, but only if(1) the payer initiated the telephone reference materials as they are in effect at the relevant time. Reports
call or (2) you have an existing business relationship with the payer as are available to be viewed through the biller website only for the number
more fully described in the OBPP reference materials as they are in of days set forth in the OBPP reference materials as they are in effect at
effect at the relevant time. An authorized user must provide the the relevant time. All files uploaded or downloaded through the biller
information specified in the OBPP reference materials as they are in website will be transmitted to us or to you as you selected during our
effect at the relevant time to the payer and obtain the payer's implementation of your setup for the OBPP service.
unambiguous verbal authorization prior to initiating a payment through 5. .Representations and Warranties.. Except as otherwise
the biller website. After an authorized user has initiated a payment provided in section 3(g) above related to verification of routing numbers
through the biller website, the OBPP system will automatically send the and in section 7(d) below related to secure connections, (a) for each
payer a notice confirming that verbal authorization to the payee's email ACH debit entry you initiate through the OBPP service,you must comply
address as then reflected in the OBPP system. This confirmation notice with all obligations of an originator of, and automatically make all
must comply with the ACH rules or the card rules, as applicable. representations, warranties and agreements set forth in the ACH rules
(e) Each ACH debit entry initiated through the OBPP service and the terms and conditions for the ACH origination service related to
will be originated using a WEB, TEL or CCD entry code. The OBPP any entries with the same entry code type as used for that ACH debit
system will assign an entry code based on information provided by the entry and(b)for each credit or debit card charge you initiate through the
payer or an authorized user when initiating the payment. OBPP service, you must comply with all obligations of a merchant with
respect to, and automatically make all representations, warranties and
(f) A charge to a payer's credit or debit card initiated through agreements set forth in the card rules related to that type of credit or
the OBPP service will be processed and charged against that card on debit card charge. You further represent that any payment or other
the"payment date"of the relevant payment authorization. On the other authorization you or a payer submits through the OBPP system has
hand, an ACH debit entry to a payer's deposit account initiated through been authorized by the relevant payer. You also represent and warrant
the OBPP service will not be processed and debited against that to us that our use of your (i) name, trademarks, service marks,
account until the business day following the "payment date" of the copyrights and logos and other textual information in connection with the
relevant payment authorization. For each current payment,the payment biller website and (ii)data in connection with the OBPP service, in each
date will be the date that the relevant payment authorization is case as contemplated by these OBPP terms and conditions, does not
submitted through the OBPP system. For each scheduled payment,the infringe or otherwise violate any intellectual property or other proprietary
"payment date" will be the future date assigned by the payer for that rights of any third party.
payment. If a payment authorization is submitted through the OBPP 6. .Designation of Security Administrators.. You must identify at
service after the deadline set forth in the OBPP reference materials as least one person as your OBPP security administrator in your OBPP
they are in effect at the relevant time,that payment authorization will not service profiles as they are in effect at the relevant time. Each security
be deemed to have been submitted until the next business day (which administrator will be set up with full user permissions with respect to the
will be the payment date for that payment authorization). For purposes biller website, including the right to administer the rights and
of submitting payment authorizations for an ACH debit entry only, permissions of all other users. Each security administrator and other
Sunday will be deemed a business day for any payment authorizations user who has been granted user administration rights with respect to the
submitted after the delivery deadline on Friday and before the delivery biller website will be a "security administrator," and will have all of the
deadline on Sunday. In that regard, you may receive two files of ACH rights and responsibilities described in the general terms and conditions
payments on Monday (or the next business day if Monday is not a and these OBPP terms and conditions. In addition to the ability to
business day)—one for payments authorized before 5 p.m. on Friday administer the rights and permissions of your other users, each security
and another for payments authorized after 5 p.m.on Friday and before 5 administrator may administer his or her own user rights and
p.m.on Sunday. permissions, including adding rights and permissions. One of your
(g) The OBPP service will use commercially reasonable security administrators may also delete another security administrator or
procedures to verify that the routing number associated with any ACH modify that security administrator's rights and permissions through the
debit entry initiated using the OBPP service is valid. biller website.
4. Administrative Functions.. You may use the biller website to 7. Security Procedures.. The following security procedures
perform certain administrative functions in connection with your use of apply to your use of the OBPP service:
the OBPP service. These functions may include registering a payer, (a) Your use of the biller website.: We will provide each
administering and approving a payer's registration, viewing the status of security administrator identified in your OBPP service profiles as they
payments,deleting payments, modifying scheduled payments, receiving are in effect at the relevant time with a user id and password to log on to
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SUN TRUST RUST TERMS AND CONDITIONS
the biller website. Your authorized users must log on to the biller encrypted format utilizing security technology providing a level of
website using the authorization codes that will be supplied to them by a encryption that, at a minimum, is equivalent to 128-bit encryption
security administrator. Each authorized user will have the rights and technology. You and each payer must have equipment and software
permissions granted to them by a security administrator. You are solely that supports encryption technology equivalent to 128-bit encryption.
responsible for establishing the security procedures an authorized user (e) .PAL totals.. Immediately prior to transmitting the NACHA
must follow to verify the identity of a payer and the authenticity of verbal formatted file to us, the OBPP system will communicate the total dollar
payment or other authorizations a payer gives an authorized user over amount of the file (referred to as the "Phone Authorization Line or PAL
the telephone before those payment or other authorizations are Total") to us through the biller website. We do not require that you
submitted through the biller website. separately submit PAL totals through our PAL system to process files of
(b) A payer's use of the biller website.: To access and use ACH debit entries initiated through the OBPP service.
the biller website, a payer must log on to the biller website using that You agree that these security procedures are commercially reasonable.
payer's user id and the password, as then reflected in the OBPP
system. If a payer self-registers in the OBPP system through the biller 8. Protection of Our Vendor.. We utilize one or more vendors in
website, the payer will select the payer's own user id and password. If providing the OBPP service. As a result, you agree that (a) each
an authorized user registers a payer through the biller website, you will reference to "we," "us" and "our" in any provision in the general terms
designate the payer's user id and a temporary password. The OBPP and conditions or these OBPP terms and conditions that limits our
system will prompt the payer to change this temporary password upon liability to you, protects our data, intellectual property or other
the initial log in to the biller website and the payer will be required to proprietary rights, gives us and/or our vendors a right or license to use
reset this temporary password before authorizing payments through the your data, intellectual property or other proprietary rights or imposes an
biller website. indemnification obligation on you will, with respect to the OBPP service,
(c) .Password and user id resets.: A payer may reset the be deemed to include our vendors and their licensors and (b) our
payer's password through the biller website by providing the user id and vendors and their licensors are third party beneficiaries of those
related email address then reflected in the OBPP system. An email provisions and may enforce them directly against you.
notification and temporary password will be sent to the payer's email g. ACH Origination Service.. These OBPP terms and conditions
address as then reflected in the OBPP system. The OBPP system will are expressly made a part of the ACH origination terms and conditions
prompt the payer to change this temporary password upon the next log and are subject to the provisions thereof. Terms that are defined in the
in to the biller website and the payer will be required to reset this ACH origination terms and conditions have the same meanings when
temporary password before authorizing payments through the biller used in these OBPP terms and conditions. If there is any inconsistency
website. However, only an authorized user that has been given on a particular issue between these OBPP terms and conditions and the
administrator rights may reset a payer's user id. This can be done at ACH origination terms and conditions, these OBPP terms and
any time through the biller website. conditions will control. You understand and agree, however, that our
(d) .Secure connection.: For each session on the biller agreement to provide the OBPP service does not permit you to use any
website, any payment information will be transmitted through the OBPP other aspect of the ACH origination service unless we have agreed to
system via a secure session utilizing a commercially reasonable security include it in our implementation of your setup for the ACH origination
technology that provides a level of security that, at a minimum, is service.
equivalent to 128-bit encryption technology, employed prior to the key
entry of any payment information and through transmission to us. All
payer information stored in the OBPP system will be stored in an
Online Check Deposit Service
1. Description of the OCD Service- The Online Check Deposit provided in the OCD reference materials as we update them from time
or "OCD" service allows you to capture an electronic image of an to time. The OCD service may not be used outside of the United States
original physical paper check (and associated information describing without our prior written approval and may not be used to capture an
that check) and to transmit that image and associated information to us electronic image of a remotely created check(as that term is defined in
for deposit to your account in place of forwarding the original physical Regulation CC).
paper check to us. The OCD service will also provide access to, and
the ability to export and print, deposited check images as well as 2. Operation of the OCD Service..
reports regarding your use of the OCD service. Details regarding
OCD's functionality and certain formatting and other technical (a) .Required Hardware and Software.. Before you may use
requirements that you must follow when using the OCD service are the OCD service, you must have or obtain a personal computer, printer,
scanner and related software necessary to capture electronic images of
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0411113-0 SUN TRUST RUST TERMS AND CONDITIONS
(and associated information regarding) checks that you receive. The function, plus adding or deleting accounts, locations or authorized users
scanner must be a model that we have approved. As part of providing is available in the OCD reference materials.
the OCD service, we will sublicense the software to you that you need
to capture electronic images of(and associated information regarding) (c) .Capturing Check Images and Information.. In order to
checks. You must download the software and install it on a personal use the OCD service to capture check images (and associated
computer that you will use in connection with the OCD service. A information) or review reports, you must log on using one or more
separate copy of the software materials must be downloaded for use authorization codes that we will distribute directly to the authorized
with each personal computer (for reviewing reports) and for each users designated in a service profile for this service. Separate
approved scanner and personal computer that you need to capture authorization codes may be issued to an authorized user for each OCD
electronic images of (and associated information regarding) checks. service setup in which the authorized user is included. After you have
You must notify us and obtain our approval before you download each logged on, you will be required to provide us a control total for each
copy of the software. You must have or acquire each approved deposit that you are going to capture. The control total is the total dollar
scanner needed by you to utilize the OCD service. You acknowledge amount of all checks included in a particular deposit. After you have
that you previously acquired or are currently acquiring each scanner provided the control total for a deposit, using the personal computer,
directly from a third party vendor and, as a result, all warranty scanner and software (all of which are referred to in these OCD terms
obligations and contracts are to be handled directly with that vendor. At and conditions as your "OCD system"), you may capture an electronic
your request, we may provide (in a form acceptable to us) your image of (and associated information regarding) any original physical
contact information and your scanner acquisition information to a paper check that you have endorsed and that meets the standards for
third party vendor. Upon receipt of your information, the third processing an image for deposit (including those set forth in the OCD
party vendor will facilitate your scanner acquisition. You agree that reference materials). Those standards are referred to in these OCD
we are only providing this information to the third party vendor as an terms and conditions as the"OCD standards." As you capture images
accommodation to you to facilitate your acquisition of a scanner and and associated information for each check included in a deposit, the
that we do not have any responsibility or liability for the delivery of or OCD system processes them to determine if they satisfy the OCD
any aspect of the operation, use or maintenance of the scanner. standards. If an image and associated information satisfy the OCD
standards, the OCD system will accept them. If the OCD system
(b) .00D Setups.. Your authorized users for the OCD determines an image or associated information does not satisfy the
service (and the accounts with respect to which each such authorized OCD standards, the OCD system will reject the nonconforming image
user may use the OCD service to make deposits or obtain information or information and ask you to rescan the check, manually provide or
or reports) are designated in your OCD service profiles as they are in verify information or, for certain image quality failures, elect to submit
effect at the relevant time. The OCD service also offers you the option the image or associated information as captured. Please note that the
(through its Location Identifier function) of assigning a Location ID inclusion of this limited election to submit an image as captured in the
number or alphanumeric description for each store, branch or office OCD system does not relieve you of the representations and warranties
(each of which is referred to as a "location") for which deposits are you make with respect to each image and associated information you
captured and transmitted to us through the OCD service. Your election transmit to us. Once all of the images and associated information for a
to use the Location ID function and the numbers and/or descriptions for deposit have been processed, the OCD system will provide you a
each location are reflected in our implementation/setup forms for the summary of the deposit and ask you to submit the deposit to us. Once
OCD service as they are in effect at the relevant time. You must you have submitted a deposit to us, you may not cancel it. We must
provide us with the street address for each scanner to include in our receive your deposit by the then-current deadline set forth in the OCD
implementation of your setup for the OCD service. Please note that reference materials. In that regard, we are not liable for any delays or
you must notify us before you add, delete, or relocate any scanner so errors in transmission of the images or associated information. If the
that addition, deletion or relocation can be reflected in your OCD OCD service is not available, you must make your deposits by another
service profiles. If you want to completely delete an account that is method, such as an in-person deposit at one of our branches or a
included in our implementation of your setup for the OCD service, you deposit by mail.
must delete it from the setup for each authorized user in which it is
included as reflected in your OCD service profiles as they are in effect (d) .Processing of Images and Information.. Once we have
at the relevant time. Each account or authorized user you have received a deposit, we will use each image and associated information
previously identified to us continues to be authorized unless you included in that deposit to create a substitute check or, at our option,
confirm an OCD service profile that deletes that account or authorized process it as an electronic item. If we use an image and associated
user. Any authorized user will be able to access information regarding information to create a substitute check, we will process that substitute
deposited checks and reports for their assigned accounts from any check for deposit to your account and forward it for presentment to the
personal computer on which the software has been downloaded and financial institution on which the original check was drawn or through or
installed, even if there is no a scanner attached to that personal at which it was payable (that institution is referred to in these OCD
computer and/or it is located at a different address than listed for that terms and conditions as the "drawee bank") through the check
authorized user in your OCD service profiles as they are in effect at the collection channels that we would otherwise use to present a check to
relevant time. Additional information regarding the Location Identifier the drawee bank. If we elect to process an image and associated
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TERMS AND CONDITIONS
information as an electronic item,we will process that image for deposit 3. Your Representations and Warranties.. You make all of the
to your account and forward it for presentment to the drawee bank representations and warranties to us with respect to each captured
through the electronic item collection channels that we would otherwise check image and associated information that you transmit to us that you
use to present an electronic item to the drawee bank. In either event, would have made if you had deposited the original physical paper
your deposit will be subject to the terms of any agreement we have with check into your account. In addition, you represent and warrant to us
other financial institutions relating to the presentation of substitute with respect to each captured check image and associated information
checks or electronic items. We will make funds for each substitute that you transmit to us that (a)the image and associated information
check or electronic item that we process for deposit to your account (i)accurately represent all of the information on the front and back of
available to you under the same schedule that would have applied if the original physical paper check at the time the image and associated
you had deposited the original check to your account on the business information were captured and (ii)are otherwise sufficient for us to
day that we received the file containing a conforming image of that satisfy our obligations as the truncating and reconverting bank and
check. (b)no person or entity will receive a transfer, presentment or return of,
or otherwise be charged for, (i)the original check, (ii)an electronic item
(e) .Returns and Rejected Images.. If we determine an or substitute check that we create from the image and associated
image or associated information is not in a satisfactory form or is a information, or (iii)a paper or electronic representation of the original
duplicate, we may reject the nonconforming image or duplicate item, check or of a substitute check that we create from the image and
which means those items are sent back to you for reasons of poor associated information, such that the person or entity will be asked to
quality, missing images or duplicate items. A summary debit make a payment based on a check that it has already paid.
adjustment will be made to your account and a debit advice will be sent
to you. In addition, any image and associated information included in a 44 Your Indemnification Obligations.. In addition to any other
deposit must satisfy the quality standards of the Federal Reserve Bank obligation you have to indemnify us, you agree to defend, indemnify,
or other collecting bank to which we have forwarded an image and protect and hold us, our affiliates, our vendors and our respective
associated information for collection, the "collecting bank quality officers, directors, employees, attorneys, agents, and representatives
standards." All check images which fail to meet collecting bank quality harmless from and against any and all liabilities, claims, damages,
standards will be sent to you as a return advice with attached image for losses, demands, fines (including those imposed by any Federal
each item. There are no specific timelines for these types of Reserve Bank, clearing house or funds transfer system), judgments,
adjustments, but they are usually completed within thirty business days disputes, costs, charges and expenses (including litigation expenses,
of deposit. If an image is rejected for failing to meet the OCD standards other costs of investigation or defense and reasonable attorneys' fees)
or the collecting bank quality standards,you must take corrective action which relate in any way to (a)the use of the OCD system or OCD
to either recapture the image and associated information and submit it service to capture an image of a remotely created check, (b)your use
in a new OCD or submit the original check for deposit. of the OCD system or the OCD service (other than as expressly
provided in these OCD terms and conditions) or (c)the receipt by any
(f) Original Checks and Captured Images.. You agree to person or entity of(i)an electronic item, (ii)a substitute check or (iii)a
use commercially reasonable security procedures to safeguard the paper or electronic representation of the original check or the substitute
original physical paper checks, images and associated information in check that we create from a captured check image and associated
your possession after you have transmitted images of such items to us information that you transmit to us, instead of the original check.
and you agree to make such items available to us promptly upon our
request. You agree that you will not capture more than one image of 54 .Security Procedures.. The security procedures for the OCD
(or associated information regarding) any original check and that you service include the requirement that your authorized users log on to
will not negotiate, deposit or otherwise transfer any original check to us OCD service using the authorization codes that we supply to them. We
or to any other person or entity after you have captured an image of(or may replace the password portion of an authorization code upon your
associated information regarding) it. You also agree that(i)you will not request, by calling the telephone number of your authorized user as
transmit an image of(or associated information regarding) any original shown in our records and giving the new password to any person
check to us more than once, (ii)you will not transmit an image of (or answering the phone at that number. You agree that we may give the
associated information regarding) any original check to us that you new password to anyone we believe in good faith is your user. Unless
have previously transmitted to any other person or entity, (iii)you will you otherwise instruct us to limit the use of authorization codes to
not transmit an image of (or associated information regarding) any certain accounts, any set of authorization codes issued for use with
original check to any other person or entity after you have transmitted it OCD service could be used to transmit or receive files through OCD
to us; (iv)you will not transmit an image of (or associated information service for any account that we have included in your setup for OCD
regarding) any original check if that check has been used as a source service. You agree that these security procedures are commercially
document for the initiation of an ACH or other electronic debit; and reasonable.
(v)you will not use any original check as a source document for the
initiation of an ACH or other electronic debit after you have transmitted
an image of(or associated information regarding)that check to us.
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Online Courier Service
1. Description of the OLC Service- The SunTrust Online Courier your 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 security administrator as described in the general terms and conditions.
to use the OLC service, you must designate a person who will act as You agree that these security procedures are commercially reasonable.
Online File Transfer Service
1. Description of the OFT Service.. The SunTrust Online File and will be identified in your OFT service profiles as they are in effect at
Transfer or "OFT" service is an Internet-based data transmission the relevant time. If you name only one such person on all of your OFT
service. It is one of the online services described in the general terms service profiles, then that person will act as your OFT contact for all
and conditions. Details regarding OFT's functionality and certain accounts and services included in your set up for the OFT service. If
formatting and other technical requirements that you must follow when you want a separate OFT contact for one or more accounts and
using the OFT service are provided in the OFT reference materials as services, then each of those separate OFT contacts must be identified
we update them from time to time. in your OFT service profiles as they are in effect at the relevant time.
You may also name a person as your backup OFT contact. If you name
2. Use of the OFT Service.. You may use the OFT service with only one such person on all of your OFT service profiles, then that
respect to the accounts and services that are identified in your OFT person will act as your backup OFT contact for all accounts and
service profiles as they are in effect at the relevant time and that we services included in your set up for the OFT service. If you want a
have included in our implementation of your setup for the OFT service. separate backup OFT contact for one or more accounts and services,
In that regard, if your service profile for any other service includes then each of those separate backup OFT contacts must be identified in
information regarding an OFT contact, those service profiles constitute your OFT service profiles as they are in effect at the relevant time.
OFT service profiles as well.
5. .Fees.. Fees for the OFT service will be charged to the
3. Multiple Authorization Codes.. OFT authorization codes are account identified in your OFT service profiles as they are in effect at
not tied to any particular account or service. As a result, unless you the relevant time.
have instructed us (in a form acceptable to us) to limit the use of
authorization codes to certain accounts and/or services, you should 6. Security Procedures.. The security procedures for the OFT
understand that if multiple sets of OFT authorization codes have been service include the requirement that your users log on to the OFT
issued, any set of authorization codes may be used to transmit files service using the authorization codes that we supply to your OFT
through the OFT service for any service or account that we have contact(s) as described in the general terms and conditions. In that
included in your set up for the OFT service, whether or not the specific regard, we will replace the password portion of an authorization code
authorization codes being used were intended to be used with the upon your request. We will do so by calling the telephone number of
particular account or service. your OFT contact(s)listed in your OFT service profile as it is in effect at
the relevant time and giving the new password to the person answering
4. Designation of Contact. In order to use the OFT service, you the phone at that number. You agree that we may give the new
must designate at least one person who will act as your OFT contact. password to anyone we believe in good faith is your authorized user.
This person will have all of the rights and responsibilities described in You agree that these security procedures are commercially reasonable.
the general terms and conditions and these OFT terms and conditions
Online Treasury Manager Service
1. Description of the Online Treasury Manager Service.. The service are provided in the OTM reference materials as we update them
SunTrust Online Treasury Manager or "OTM" service is an Internet- from time to time.
based information reporting and transaction initiation service. It is one
of the online services described in the general terms and conditions. 2. Use of the OTM Service.. You may use the OTM service with
Details regarding OTM's functionality and certain formatting and other respect to the accounts and services that you have identified (in a form
technical requirements that you must follow when using the OTM acceptable to us) and that we have included in our implementation of
your setup for the OTM service at the relevant time.
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3. Security Administrators and Contact. In order to use the OTM least two authorized users be involved in the initiation and release of
service, you must designate at least one person who will act as your any wire transfer or ACH transaction through the OTM service. One
OTM security administrator and a person who will act as your OTM user with sufficient initiation entitlements must input the transaction
contact. You may identify your OTM security administrator(s) and your information; and at least one other user with sufficient approval
OTM contact we are to include in our implementation of your setup of entitlements must approve the transaction before it is released and
the OTM service in your OTM service profiles as they are in effect at the processed.
relevant time. You may set up one or more additional OTM security
administrators directly through the OTM service by granting (b) .Secure Browsing Software_. Effective on the
administration entitlements to a user. In addition to the OTM security requirement date for the secure browsing software, the security
administrator(s) reflected in your OTM service profiles as they are in procedures for the OTM service will include the requirement that each of
effect at the relevant time, the term "OTM security administrator" your users logs on to the OTM service from a computer on which you
includes any other user set up in the OTM service who is granted have installed and have running Rapport, the secure browsing software
administration entitlements by any other OTM security administrator(s). provided by Trusteer Inc. (or one of its affiliates), or other secure
In addition to any of the rights and responsibilities of an OTM security browsing software which we may have approved for use with the OTM
administrator or OTM contact described in these OTM terms and service from time to time. Trusteer Rapport or such other approved
conditions or any OTM reference materials, each of your OTM security secure browsing software is referred to herein as the "secure browsing
administrators and OTM contacts will have all of the rights and software." The "requirement date for the secure browsing software"
responsibilities described in the general terms and conditions for means either (i) June 20, 2011, or (ii) for each of your setups of the
security administrators and contacts, respectively. Each of your OTM OTM service we have implemented or begun to implement by that date,
security administrators may be able to grant any user authorized to use the effective date for the required use of secure browsing software that
the OTM service, including themselves, access to any accounts and is set forth in the letter we will send or have sent to you, to notify you of
services included in your setup of the OTM service for any functionality this change and an amendment to the terms and conditions of the OTM
or entitlement that is available in the OTM service. In addition, you may service. We use various means to detect if secure browsing software is
also terminate administration entitlements of any OTM security installed and running on a computer. If by using the methods we
administrator directly through the OTM service. If through the OTM employ at the relevant time, we are not able to detect that secure
service you terminate the administration entitlements of an OTM browsing software is installed and running on the computer from which
security administrator designated on one of your service profiles in one of your users is attempting to access the OTM service, your user
effect at that time, you are solely responsible for updating your service will not be permitted to log on to the OTM service from that computer.
profiles to delete that person from the service profiles as well, so that If, however, by using those methods we employ at the relevant time, we
your service profiles and authorizations in the OTM service are determine that secure browsing software is installed and running on a
consistent. We may rely on information in your service profiles as they computer, your user will be able log on to the OTM service from that
are in effect at the relevant time, and we have no responsibility if the computer (so long as that user also complies with the other security
authorizations you have granted directly through the OTM service are procedures applicable to that user accessing the OTM service). Your
not consistent with your service profiles. use of the secure browsing software will be licensed to you by the
vendor of the secure browsing software you are using under a separate
4. .Fees.. Fees for the OTM service will be charged to the license agreement, the "software license agreement." You agree that
account(s)identified in your OTM service profiles as they are in effect at your use of the secure browsing software is subject to, and that you are
the relevant time. bound by and will comply with, the terms of that software license
agreement. WE DISCLAIM ALL REPRESENTATIONS AND
5. Security Procedures.. The security procedures for the OTM WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR
service include the requirement that each of your users logs on to the STATUTORY, WITH RESPECT TO ANY SECURE BROWSING
OTM service using that user's authorization codes. Your users should SOFTWARE, INCLUDING ANY REPRESENTATIONS AND
not give their authorization codes to any other person or use them WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS
anywhere other than within the OTM service. The user's initial FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
authorization codes will be supplied by an OTM security administrator We make no guarantees and have no responsibility with respect to (i)
as described in the general terms and conditions. You are solely the operation of any secure browsing software being uninterrupted,error
responsible for developing appropriate checks and balances to free or free from program limitations, (ii)defects in any secure browsing
effectively control and monitor the use of the OTM service by all users, software or information provided through it, or (iii) any secure browsing
including each of your OTM security administrators. We may require software being free of viruses, disabling devices or other harmful
that a user provide additional information or use other additional security components. You agree that although the use of secure browsing
procedures to authenticate that user. You agree that the security software on any computer you are using to log on to the OTM service is
procedures for the OTM service are commercially reasonable for you. part of the security procedures for the OTM service, WE WILL NOT
HAVE ANY RESPONSIBILITY FOR THE PERFORMANCE OF THE
(a) .Dual Approval Security Feature... The security SECURE BROWSING SOFTWARE OR ANY RELATED SERVICES
procedures for the OTM service include the use of the "dual approval" OR FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES
security feature. The dual approval security feature requires that at INCURRED RELATED TO YOUR USE OF, OR ANY FAILURE,
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ERRORS, OR DEFICIENCIES OF, THE SECURE BROWSING (d) .Hold Harmless and Indemnification.. Without limiting or
SOFTWARE OR ANY RELATED SERVICES, OR ANY ACTS OF modifying any other indemnities you provide us and in consideration of
OMISSIONS OF THE VENDOR OF THE SECURE BROWSING our complying with your request to use any non-standard security
SOFTWARE, WHETHER RESULTING FROM BREACH OF procedures, you agree, at your sole cost and expense, to indemnify and
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
an adverse impact on your ability to access the OTM service or the unauthorized funds transfers or unauthorized ACH debit entries that are
performance of the OTM service. You are solely responsible for initiated through the OTM service, or any access to data available in the
determining if the secure browsing software will work with your OTM service,in compliance with the non-standard security procedures.
equipment, communications capabilities, and other software and for
ensuring that any installation of the secure browser software is in 6. Accounts.. If any loan or card account types are included in
accordance with your policies. You agree that any vendor of the secure your setup for the OTM service, the term"account"when used in these
browsing software you are using is authorized to make certain OTM terms and conditions or the general terms and conditions in
information related to the computer on which it is installed, including the reference to the OTM service includes these account types. In such a
IP address, available to us, and in that event, we will have no obligation case,you authorize us to release information relating to any loan or card
to provide any notices to you, including with respect to any of that accounts identified in your OTM service profiles as they are in effect at
information made available to us for the purposes of fraud prevention. the relevant time in accordance with these OTM terms and conditions,
Your obligations under the general terms and conditions to maintain the including the release of such information to any of your OTM users in
confidentiality of any software, software materials or other related accordance with the access you have to such information granted to
documentation will apply to any documents or information related to the each such OTM user.
secure browsing software you use.
7. .Protection of Our Vendor.. We utilize a vendor in providing the
(c) _Your Use of Non-standard Security Procedures_. You OTM service. As a result, you agree that (a)each reference to "we,"
acknowledge that we have made available and offered to you "us"and "our"in any provision limiting our liability to you or imposing an
commercially reasonable security procedures for use of the OTM indemnification obligation on you will, with respect to the OTM service,
service. If you elect to use non-standard security procedures (as be deemed to include our vendor and (b)our vendor is a third party
reflected by your OTM service profiles as they are in effect at the beneficiary of these OTM terms and conditions.
relevant time or other form acceptable to us), you agree to be bound by
any access to the OTM service, any funds transfer to or from any 8. Multiple Setups of the OTM Service.. If you have requested
account of yours initiated through the OTM service, and any other that we implement more than one setup of the OTM service for you,
instructions submitted through the OTM service, in compliance with the then you will need to designate the OTM security administrator(s) and
non-standard security procedures that you elected to use, whether such OTM contact for each setup. For an OTM security administrator, OTM
access, funds transfer or other instructions were authorized or not, and contact or user to be authorized for more than one of your setups of the
you further agree that the non-standard security procedures are OTM service, you must authorize that OTM security administrator, OTM
commercially reasonable for you. Non-standard security procedures contact, or other user for each of those setups. An OTM security
may include (but are not limited to) your election not to use the dual administrator authorized for one or more of your setups is authorized
approval security feature, which election may allow a single user to only to designate your users for those setups and grant those users
initiate and approve wire or ACH transactions through the OTM service, access to the accounts and services included in those setups of the
and your election not to use secure browsing software, which election OTM service for any functionality or entitlement that is available in the
may allow one or more users to log on to the OTM service from a OTM service. The company identifier, or"company ID"will be different
computer that does not have secure browsing software installed on it for each of your setups of the OTM service, and to log on to a setup of
and actively running, You authorize each OTM security administrator to your OTM service, your OTM security administrator(s) and other users
elect on your behalf whether to use a non-standard security procedure. will use their authorization codes for that setup. If you have more than
We may, but are not obligated to, accept any such election from an one setup of the OTM service, each service profile will be for the setup
OTM security administrator, and any such election by an OTM security of the OTM service that is identified by the company ID on that service
administrator will be binding on you. We are not obligated to implement profile or if the service profile does not contain a company ID, the setup
your request to use non-standard security procedures, and you agree of the OTM service for which we implemented the security administrator
we will have no liability whether or not we implement that request for named on that service profile or otherwise reflected in our records.
you.
Positive Pay and Reverse Positive Pay Service
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1. Description of the PPY and RPPY Services.. The SunTrust decision of not providing information in your issue file with respect to all
Positive Pay("PPY") and Reverse Positive Pay("RPPY") services allow available check attributes, you agree that, in addition to the other limits
you to give us instructions to return certain checks that you believe may on our liability provided by the master agreement,the general terms and
be fraudulent or not validly issued. Details regarding the functionality conditions or these PPY terms and conditions, we will not be liable for
the PPY and RPPY services and certain formatting and other technical paying any check that is fraudulent with respect to the attributes for
requirements that you must follow when using the PPY or RPPY service which you failed to provide us information, so long as we otherwise
are provided in the PPY and RPPY reference materials as we update satisfied our duty of care with respect to the other aspects of the PPY
them from time to time. service in processing that check.
2. Selection of Service Options.. You may select the PPY or (ii) .Teller Access Service.. As part of the PPY service,
RPPY service for each account as described below. Your selection of we can also make your issue files available to our branches to assist our
an option for an account is reflected in your PPY and/or RPPY service tellers in cashing checks. This is referred to as "teller access." If a
profiles as they are in effect at the relevant time. check presented for payment over the counter in one of our branches
against an account that uses teller access (A)is presented before we
(a) _Positive Pay or"PPY"Service Option.. have received and processed an issue file for such check or (B)is a
mismatched check,we will attempt to obtain approval for payment of the
(i) .Presentment Processing.. With the PPY service, mismatched check by calling one of the people you have designated as
you must transmit an issue file to us on each day on which you have a"telephone representative"for the relevant account as reflected in your
issued any checks against any account that is included in your setup for PPY service profiles as they are in effect at the relevant time. We will
the PPY service. We must receive that issue file by the issue deadline make one attempt to call each telephone representative for the relevant
set forth in the PPY reference materials and it must contain all of the account until we have reached one of them. Each telephone
information set forth in the PPY reference materials with respect to each representative is authorized to instruct us to pay or return any
check you issued that day. You may send us a separate issue file for mismatched check. If the telephone representative we contact instructs
each account, or you may send us an aggregate issue file for all of the us to pay the check, then you authorize us to finally pay the check and
accounts that are included in your setup for the PPY service. Once we charge it against the relevant account. If we are unable to contact a
have received your issue file, we will compare the information in that telephone representative, or the telephone representative we contact
issue file with the information in our systems with respect to checks does not instruct us to pay the mismatched check,then you authorize us
(A)that have been presented to us through normal check clearing to return the check unpaid to the person presenting it to us. Our
channels for payment against the relevant account and that we have documentation showing that we contacted or attempted to contact your
posted to the relevant account, and (B)for which we have provisionally telephone representatives will be conclusive evidence that we took the
settled. You authorize us to finally pay and charge against the relevant reflected action. Fraud involving checks presented to tellers for cashing
account,each check that matches the information in your issue file. We is a common form of check fraud. Using our teller access service is a
will notify you of each presented check that is not included in the issue good way to defend against that form of fraud and we strongly
file that we received from you or that reflects information that does not encourage you to take advantage of it. However, use of the teller
match the information in the issue file we received from you. The access service is not mandatory and you may make a business decision
checks that are not listed or for which the information does not match to opt out of its use. Of course, opting out of the service increases the
are referred to as"mismatched checks." You must instruct us to pay or risk that a fraudulent check may be cashed over the counter in one of
return each mismatched check by the payment decision deadline set our branches. As a result, if you make the business decision to not
forth in the PPY reference materials. Your instructions must contain all name at least one telephone representative for each account for which
of the information with respect to each mismatched check set forth in you have elected the PPY service, (A)this will be reflected on your PPY
the PPY reference materials. You may elect one of two ways for us to service profiles as they are in effect at the relevant time, (B)you will be
deal with mismatched items if you fail to give us a pay or return decision deemed to have opted out of the teller access service for that account
by the payment decision deadline. Under the "return default" option, and(C)you agree that we will not have any liability for paying any check
you authorize us to return unpaid each mismatched check unless we presented over the counter in one of our branches, whether or not such
receive an instruction from you to pay it before the payment decision check bears a forged or unauthorized signature or is counterfeit, altered
deadline. Even if you select a return default option, we may post,finally or otherwise fraudulent or not validly issued, so long as we otherwise
pay and charge against the relevant account a mismatched check you process that check in accordance with our standard check cashing
haven't decisioned (A)as otherwise provided below, for mismatched procedures.
checks presented over the counter in one of our branches and
(B)mismatched checks that we believe in good faith result solely from (b) _Reverse Positive Pay or "RPPY" Service Option_. With the
encoding errors. Under the "pay default" option, you authorize us to RPPY service, we will provide you with information on all checks (i)that
finally pay each mismatched check and charge it against the relevant have been presented to us through normal check clearing channels for
account unless we receive an instruction from you to return it before the payment against the relevant account, (ii)that we have posted to the
payment decision deadline. Your election of these options is reflected in relevant account, and (iii)for which we have provisionally settled. You
your PPY service profiles as they are in effect at the relevant time. We must compare that information with your own information on checks that
may give you the option of not providing information in your issue file on you have issued from the relevant account. If you determine that a
one or more check attributes (such as the payee name) that the PPY check included in the information we provide should be returned, you
service is capable of matching. Of course, not matching all available must notify us by the payment decision deadline set forth in the RPPY
check attributes increases the risk that a fraudulent check will not be reference materials. If we do not receive a notice from you to return a
detected as a mismatched check. As a result, if you make the business
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check by the payment decision deadline, you authorize us to finally pay facsimile number listed for the relevant authorized representative in your
and charge that check against the relevant account. If you select the PPY or RPPY service profiles as they are in effect at the relevant time
RPPY service option, then teller access is not available. As a result, and you must transmit your issue files and/or your pay or return decision
you agree that if you select the RPPY service for an account we will not to us by facsimile at the facsimile number we specify.
have any liability for paying any check that is presented over the counter
in one of our branches, whether or not such check bears a forged or 4. .Limits on Our Liability.. You acknowledge that we will rely
unauthorized signature or is counterfeit, altered or otherwise fraudulent completely on information and instructions you give us in providing the
or not validly issued, so long as we otherwise process that check in PPY and RPPY services to you and that we are not required to inspect
accordance with our standard check cashing procedures. Similarly, if any attribute of a check (other than those included in the relevant issue
you select the RPPY service option,we may not provide you information file) that is processed through the PPY or RPPY service. As a result,
for all check attributes(such as the payee name)that the PPY service is you agree that in addition to any limitations on our liability under the
capable of matching. Of course, not matching all available check agreement, we will not have any liability for(a)following instructions we
attributes increases the risk that a fraudulent check will not be detected receive from any person we believe in good faith is one of your
as a mismatched check. As a result, you agree that, in addition to the authorized representatives or telephone representatives or(b)paying or
other limits on our liability provided in the master agreement,the general returning any check in accordance with these PPY and RPPY terms and
terms and conditions or these RPPY terms and conditions, if you select conditions, including any check that (i)bears a forged or unauthorized
the RPPY service for an account, then we will not be liable for paying signature or is counterfeit or otherwise not validly issued or(ii)is altered
any check that is fraudulent with respect to the attributes for which we or otherwise fraudulent with respect to an attribute that the PPY or
do not provide you information, so long as we otherwise satisfied our RPPY service is designed to match. Moreover, you acknowledge that
duty of care with respect to the other aspects of the RPPY service in the PPY service is not a substitute for our stop payment service and you
processing that check. agree not to report an item as"void"if you have released the item.
3. .Transmission of Information.. We will transmit information 5. Suspension of Service.. You agree that you will be in material
regarding mismatches (for the PPY service) and information regarding breach of these PPY and RPPY terms and conditions if you repeatedly
checks that have posted to your account(for the RPPY service) to you fail to meet any of the deadlines described in the PPY reference
by using certain of our online services. You must transmit your issue materials or have an excessive number of checks not reported on your
files(if you select the PPY service)and your pay or return decisions(for issue file for the PPY service or for which the information is not
both the PPY and RPPY services) to us by using certain of our online consistent with our information on checks that have been presented
services. Your issue files and pay or return decisions must be in a against the relevant account. In addition to any other rights we may
format we have approved. If the relevant online service is not available, have under this the agreement or applicable law, we may immediately
then we will transmit the relevant information to you by facsimile at the suspend your use of the PPY or RPPY services.
Pre-Encoded Deposit Service
1. Description of the Service.. The SunTrust pre-encoded type of bag without giving us at least 10 days'prior written notice. Each
deposit or"PED" service allows you to facilitate the processing of your sealed deposit must be prepared in accordance with the requirements
check deposits by encoding certain information in the MICR line of each set forth in the PED reference materials. A deposit ticket listing your
check prior to making the deposit with us. You may use the PED name, deposit account number and the amount of checks must be
service with respect to the accounts that are identified in your PED included in each sealed deposit.
service profiles as they are in effect at the relevant time and that we
have included in our implementation of your setup for the PED service. (b) You must cause sealed deposits to be delivered to the
Details regarding PED's functionality and certain formatting and other appropriate deposit location(s) that we separately disclose to you from
technical requirements that you must follow when using the PED service time to time. Delivery may be by mail, by your designated employees or
are provided in the PED reference materials as we update them from by a courier. Before you begin using the PED service, you must
time to time. 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
2. Your Obligations in Making Deposits.. 10 days'prior written notice.
(a) You must encode, endorse and otherwise process all (c) We may reject, impose a special fee on and/or delay
checks in accordance with the requirements set forth in the PED processing of any deposit if (i)the deposit ticket does not match the
reference materials and place them in a sealed, disposable deposit amount of the deposit, (ii)the deposit was not prepared in accordance
bag(s) or similarly designed tamper-proof bag(s) (each such bag is with the requirements set forth in the PED reference materials, (iii)the
referred to in these PED terms and conditions a"sealed deposit")that is deposit is delivered to the wrong deposit location, (iv)the deposit is
clearly marked with your name or identification number. Before you delivered by a method other than the one you have designated, or
begin using the PED service, you must designate (in a form acceptable (v)any deposit bag appears to be unsealed or to have been tampered
to us) the type of bag that you will use. You may not switch to another with.
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(d) In the event that we accept delivery of an unsealed 4. Our Obligations in Processing Deposits..
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 (a) We will open each sealed deposit, verify the contents
"unsealed deposit"), we will give you notice on the day we receive it. against the deposit ticket and deposit the checks to the relevant
Unless you have previously given us instructions on how to process account. We will process deposits within 24 hours of delivery to the
unsealed deposits, we will not process or take any action regarding an appropriate deposit location. If there is any discrepancy between the
unsealed deposit until you give us an instruction (in a form acceptable to total amount of the deposit reflected by you on the deposit ticket and the
us)regarding its disposition. amount of the deposit reflected by our count, our count will control. A
deposit adjustment notice will be sent to you on the day that the
(e) If you are a financial institution, you act as the bank of discrepancy is discovered.
first deposit (BOFD) on all items you deposit with us. This will require
you to place a BOFD endorsement on each physical item deposited with (b) The relationship of debtor and creditor will not exist
us. This endorsement must be in compliance with Regulation CC between you and us until we deposit the checks to your account.
regarding content and placement. As the BOFD, you are expected to
be the primary agent for resolution of all research items. As the BOFD, 5. Cash and Other Property.. The PED service is only designed
your organization has total access to the clearing cycle of each item to work with checks. As a result, you agree that we have no liability for
deposited with us. As your clearing agent,we do not have access to all coins, currency or other property placed in deposit bags. If we discover
of the returns information and as such we are less able to resolve all coins or currency in a deposit bag, we will process it for deposit to the
research items. You may re-deposit indemnified copies of previously relevant account and credit that account with the amount of coins or
missing items with us at any time through any depository channel. currency reflected by our count (which will control in the event of a
dispute). We will return any other property we discover in a deposit bag
3. Risk of Delivery.. You are solely responsible for selecting the to you.
method that you will use to deliver deposits to us, including all risks
relating to or arising out of that delivery method. We have no 6. Reconstruction.. You agree to maintain an image of, or MICR
responsibility or liability for a deposit until we accept possession of it at line information for, each check contained in a deposit to aid in
the appropriate deposit location(as evidenced by the signature of one of reconstruction of the deposit if it is lost in transit or otherwise. If you fail
our authorized representatives on the courier's manifest or our issuance to do so,we will have no liability if the deposit cannot be reconstructed.
of a receipt acknowledging receipt of the deposit). If you elect to use an 7 Your Indemnity Obligations- In addition to any other
employee or a courier to deliver deposits to us, that employee or courier
must meet the requirements set forth in the PED reference materials obligation you have to indemnify us, you agree to defend, indemnify,
and otherwise be acceptable to us, in our sole discretion. If we protect and hold us harmless from and against any and all liabilities,
determine that your employee or courier does not meet those claims, damages, losses, demands, fines (including those imposed by
requirements or is otherwise not acceptable to us in our sole discretion, any Federal Reserve Bank, clearing house or funds transfer system),
we may terminate your ability to use the PED service by giving you 10 judgments, disputes, costs, charges and expenses (including litigation
days' notice, unless you have switched to another permitted delivery expenses, other costs of investigation or defense and reasonable
method or selected a new employee or courier that is acceptable to us attorneys'fees)which relate in any way to any encoding error on a pre-
within that 10-day period. encoded check you deposit with us.
Return Items Transmission ("RIT") Service
1. Description of the RIT Service.. The SunTrust Return Items (a) Each banking day we will transmit or make available a
Transmission, or "RIT," service allows you to receive a data data file transmission of information from each returned item that had
transmission of information on the checks and other paper items drawn been deposited into an account included in your setup for that
on domestic institutions that you have deposited into an account you transmission for the RIT service and that was returned on the prior
maintain with us and that were returned unpaid, each a"returned item." banking day. For each returned item deposited in an account included
You may use the RIT service with respect to the accounts that are in your setup for a transmission, we will include in the data file the
identified in the RIT service profiles, as the same may be in effect at the returned item information you have selected from the information we
relevant time, and that we have included in our implementation of your report through the RIT service to have reported for any returned item
setup for the RIT service. Details regarding RIT's functionality and deposited into that account. Your selection of what returned item
certain formatting and other technical requirements that you must follow information to report for an account will be reflected in our
when using the RIT service are provided in the RIT reference materials implementation forms. If on any banking day no returned items are
as we update them from time to time. presented for any account included in your setup for a transmission, a
data file transmission will not be prepared for that day.
2. Operation of the Service..
(b) Each RIT service data file transmission will be
transmitted through our Online File Transfer, or "OFT," service or
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through the transmission means we may otherwise make available from who has obtained access to your authorization codes. You represent
time to time and that you select. Your OFT contact for the setup of a and warrant that you will maintain commercially reasonable security
transmission must designate an authorized representative responsible procedures to prevent unauthorized access to or any misuse of the
for receiving or retrieving your data file transmissions. information contained in the data file once you have receive the data file
transmission.
3. Security Procedures.. To retrieve or have us "push" to you
your data file transmission through the OFT service you are required to 4. Multiple Setups of the RIT Service.. If you have requested
comply with the security procedure for the OFT service. In that regard, that we implement for you more than one setup for a transmission for
you will retrieve your data file transmission after setup on the OFT the RIT service,a separate company identifier,or"client ID,"number will
service by using the unique OFT user ID and password assigned to your be assigned for each of those setups for the RIT service. If you have
company for that setup of a transmission for the RIT service. If you more than one setup of the RIT service, each service profile will be for
elect for us to"push"your data file transmissions to you through OFT or the setup of the RIT service that is identified by the client ID on that
by establishing a direct transmission, you must provide us the service profile.
information needed to access your computer system to deliver the files.
We will send the URL address and the user ID and password to the 5. .Limitation of Liability Specific to the RIT Service.. You
person you designate as your OFT contact. You agree that these acknowledge that information from returned items may be manually
security procedures are commercially reasonable for you. You are keyed into the RIT service data file. You also acknowledge that inherent
completely responsible for controlling access to and maintaining the in the process of manual data entry are mistakes, typos and other
confidentiality of the security procedures and authorization codes and inadvertent errors. We do not warrant that any returned item
you must promptly report any breach of that confidentiality to us. You information reported will be error free, and we shall have no liability or
are also completely responsible for the actions of your users to whom other responsibility for errors in any reported returned item information,
we or your contact provides authorization codes and any other person unless such errors are caused by our gross negligence or willful
misconduct.
Scannable Lockbox Service
1. Description of the SLB Service.. The SunTrust Scannable (a) Image Browser - internet-based access to your lockbox
Lockbox or "SLB" service is designed to facilitate the receipt and images and data with flexible viewing parameters and search capability
processing of your accounts receivable remittances. Details regarding for check and document information using a specific date or several
SLB's functionality and certain formatting and other technical search criteria, administrative management over users and their access
requirements that you must follow when using the SLB service are privileges, Web-accessible historical data, exportable transaction
provided in the SLB reference materials as we update them from time to information, check and document images that can be emailed directly
time. from this Image service and annotation tools that can be used to create
notes or highlight information on check or document images that can be
2. Implementation of the SLB Service.. Once we have included saved for future reference. Batch Download, Full Text Search, Remitter
the account(s)identified in your SLB service profiles as they are in effect Keying capabilities and direct access to the image browser using
at the relevant time in our implementation of your setup for the SLB Lockbox Programmer Interface are also available as additional service
service, we will send you a copy of your initial lockbox operating selections. You must designate (in a form that is acceptable to us) a
instructions for a particular lockbox number and will update those security administrator responsible for setting up and maintaining your
instructions from time to time based on information you give us. To the users' access to the Image Browser service. We will assign a unique
extent you elect to have us process items that are not accompanied by user-specific user ID and password to this designated security
coupons through our wholesale lockbox system, we will also give you a administrator and enable access to Image Browser service for the
copy of the instructions for that system. Once we send you a copy of lockbox accounts which have been set up for you. This person has all
the initial instructions, we will begin providing the SLB service for you of the rights and responsibilities described in the general terms and
with respect to the account(s)described in those instructions. conditions. If you implement image archival services as part of your
Image Browser service and your Image Browser service is later
3. Request for Image Services.. The Image services enable you terminated, upon request from you, we can create a CD ROM of your
to view images of checks and remittance payment information that are archived data and mail it to you.
received through your lockbox. You can access these images and
transaction information through Image Browser, Image CD ROM and/or (b) Image CD ROM-after delivery by mail, you have access
Image Transmission Details regarding these services, their functionality to your lockbox images along with index fields of information for long
and certain requirements that you must follow when using the Image term archival purposes. CD ROM of lockbox images can be downloaded
services are provided in the Image reference materials as they are onto your computer. You must designate(in a form that is acceptable to
updated from time to time. We will provide you one or more of the us)a security administrator responsible for using the software needed to
following image service(s) for each lockbox as reflected in your SLB access the CD ROM of your lockbox images. The CD ROM will be
service profiles as they are in effect at the relevant time: encrypted to protect your data during transit in the mail. We will provide
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(by e-mail)a unique PIN number that your security administrator will use with this paragraph. We will not inspect (i)any processed item for the
to de-encrypt and access the CD ROM. This person has all of the rights drawer's signature or date or(ii)unless otherwise agreed in writing and
and responsibilities described in the general terms and conditions. in exchange for the payment of a separate per item fee, any processed
item and/or accompanying correspondence for"payment in full"or other
(c) Image Transmission file - customized access to your similar payment dispute language. We will not be liable for any loss
lockbox images along with index fields of information that can be resulting from processing any such items, including any items we may
downloaded directly into your Accounts Receivable systems. Image inspect for"payment in full"or similar payment dispute language under a
Transmission files are encrypted and are transmitted using File Transfer separate written agreement. As a part of processing an item, we will
Protocol (FTP). You must designate(in a form that is acceptable to us) enter data regarding certain aspects of an item (such as the drawer's
a technical contact responsible for receiving or retrieving your Image name and the account invoice number shown on the item) into the data
Transmission files. You will retrieve your Image Transmission files by file you will receive. You agree that we will not be liable for good faith
accessing a FTP site and by using the unique user ID and password errors in any of that data.
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 (d) .Endorsement. We will endorse items for deposit with our
access your computer system to deliver the files. We will send the URL standard lockbox endorsement and deposit them to the relevant
address and the user ID and password to the person you designate as account. We will not be liable for any loss relating to our failure to
your contact. This person has all of the rights and responsibilities endorse an item properly.
described in the general terms and conditions. (e) .Stop File.. You may give us a file of items that you do not
You agree that the security procedures for each of the Image services want us to process. Your file must be in the format and contain the
you select are commercially reasonable. information that we separately disclose to you from time to time with
respect to each item that you do not want us to process and we must
4. Processing of Deposits.. We will establish one or more post receive it a reasonable period of time before the items in question are
office boxes or "lockboxes" in your name as described in your SLB received in a lockbox. We will use good faith efforts to stop processing
service profiles as they are in effect at the relevant time. On each items described in your file and return them to you, but we will not have
banking day after a lockbox has been established, we will process the any liability if we process any such item.
checks, drafts and money orders(all of which are referred to as"items") (fl ,Forwarding Items.. If you receive an item that should
received in a lockbox in accordance with the instructions in effect at the have been delivered to a lockbox, you may forward it to our lockbox
relevant time and send you deposit advices for those items. department. We will process all such items(whether accompanied by a
(a) Automated Processing System.. We process items coupon or not) automatically and without inspecting them. If you have
through the use of automated systems. You must design your more than one lockbox, you must designate the lockbox through which
remittance documents (which are referred to as "coupons") to include we should process the item.
supporting documentation containing the information required for us to (g) ,Cash and Other Property.. We will deposit any cash
identify and validate items for automated processing. We will test the received in a lockbox into the relevant account. Any property other than
performance of your coupons and will only begin providing the SLB items, cash and related remittance materials received in a lockbox will
service to you only upon the satisfactory completion of the test. be sent to you. You agree that we have no liability for any cash or other
(b) .Items With Coupons.. We will process items that are property received in a lockbox.
accompanied by coupons automatically for deposit into the relevant (h) Data Files.. On each banking day, we will make a data
account. We will not inspect these items for payee name, drawer file regarding the items processed in each lockbox that day available to
signature, date, or for items and/or accompanying correspondence you through one of our online services. The data file will be in the
containing "payment in full" or other similar payment dispute language. format and will contain the information described in the SLB reference
We will not be liable for processing or depositing items without materials and the instructions in effect at the relevant time. We will
inspecting them for issues relating to any of these attributes. make this information available on each banking day by the reporting
(c) .Items Without Coupons.. Items that are not accompanied time(s) disclosed in the SLB reference materials and the instructions in
by coupons will be returned to you or processed manually as directed in effect at the relevant time.
the instructions. If we process items, we will use good faith efforts to 5. Remittance Materials.. We will destroy the coupons within five
inspect them as follows: (i)an item containing a payee name that does business days after we receive them. We will only return
not reasonably correspond with your acceptable payee list(if you have correspondence and other materials ("original remittance materials")
given us one) will be handled in accordance with the instructions in received in a lockbox to you if the instructions in effect at the relevant
effect at the relevant time;and(ii)if an item contains inconsistent written time direct us to return those materials. We will destroy the original
and numeric amounts, the item will be deposited for the written amount remittance materials within five business days after we receive them.
unless the instructions that are in effect at the relevant time direct Once we destroy the original remittance materials, the images of them
otherwise. You agree that we do not fail to exercise good faith efforts to that we may capture during their processing will be the only source of
inspect an item solely because we process it in a manner inconsistent
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information about their contents. You agree that we will have no liability 7. Return Items.. Unless otherwise stated in the instructions, we
for any missed image or if any image we capture is not legible. will handle dishonored or returned items in accordance with our rules
and regulations for deposit accounts in effect at the relevant time.
6. Affiliate Deposits.. If you have not given us an acceptable
payee list, you represent and warrant to us that you have the authority 8. .Termination- If these SLB terms and conditions or the
to have each item received in a lockbox endorsed and deposited into agreement is terminated, we will complete the processing of items we
your account(s),even if the payee name on an item is not your name as received prior to the termination date. For a period of 90 days after the
shown in our records. In addition, if you have given us an acceptable termination date, we will forward all lockbox remittances to you or as
payee list, you represent and warrant to us that if any name on that list you may otherwise direct (in a form acceptable to us). After that time,
that is a separate legal entity(rather than merely a"d/bla"or trade name we will stamp all remittances"refused"and return them to the sender.
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.
Smart Safe Daily Deposit Posting Service
1. Description of the Smart Safe Daily Deposit Posting Service. of your setup for the SSDDP service as reflected in our records as they
The SunTrust Smart Safe Daily Deposit Posting or "SSDDP" service is are in effect at the relevant time.
designed to facilitate your deposit needs by allowing you to include in
your daily cash vault deposit totals the amount of currency reported (fl ".Safe provider." means a third-party armored courier or
electronically by a smart safe as having been accepted into that smart other vendor that provides you a smart safe and with whom we have an
safe. Your use of the SSDDP service is subject to the terms and agreement regarding certain issues relating to your use of that smart
conditions for the cash vault service. safe.
2. Definitions. The following terms have the specified meanings 3. Smart Safe(s).. To use the SSDDP service, you must obtain
for the purposes of these SSDDP terms and conditions: one or more smart safes. You acknowledge that you will obtain each
smart safe directly from a safe provider and, as a result, all warranty
(a) ".Electronic feed." means an electronic file transmission obligations and contracts are to be handled directly with that safe
from a smart safe to the safe provider that services that smart safe provider. In no event will we be responsible for any aspect of the use or
reporting the value of all currency accepted into that smart safe since maintenance of any smart safe or the acts or omissions of any safe
the last such electronic file transmission from that smart safe to such provider. You must identify (in a form acceptable to us) the safe
safe provider. location and safe provider for each smart safe and may not change the
safe location or safe provider for a smart safe without giving us notice
(b) ".Electronic posting file" means an electronic file created (in a form acceptable to us) at least 5 business days before such
and transmitted to us by a safe provider, specifying by safe location the change takes effect.
total amount of currency accepted into all of your smart safes serviced
by such safe provider, based on the amounts reported by the electronic 4. Scheduled Pickups; Physical Delivery.. You must have the
feeds of those smart safes, since the last such electronic file was contents of each smart safe picked up by the relevant safe provider at
created and transmitted to us by that safe provider. least once each week. If a scheduled pick-up falls on a holiday for you
or that safe provider, the pick-up must occur on the next day that is a
(c) ".Loose currency." means any currency dropped into the business day for both you and that safe provider. You are solely
drop slot of a smart safe for safekeeping, rather than being inserted into responsible for engaging the relevant safe provider as your armored
the note acceptor on the safe for purposes of being accepted, counted courier to deliver the currency contained in each smart safe to such safe
and reported by the smart safe. Loose currency dropped into the drop provider's processing site, count and verify the contents of the smart
slot is not deemed accepted by the smart safe, will not be counted by or safe, and deliver the currency to us. We have no responsibility or
included in an electronic feed from the smart safe, and for purposes of liability for any currency contained in a smart safe until the relevant safe
these SSDDP terms and conditions is not considered part of the provider delivers the currency to us by physically placing that currency
contents of the safe. in our inventory held at such safe provider's processing site. Any loose
currency must be prepared, placed in a sealed, disposable deposit bag
(d) "Smart safe" means an intelligent safe (and related and delivered by your armored courier to the appropriate vault location
software and accessories) that can count, record and electronically in accordance with the terms and conditions for the cash vault service.
report the currency accepted into it and that is compatible with the
SSDDP service. 5. Back-up Reports.. Upon our request, you will provide back-up
information to verify the amount of currency deposited in each smart
(e) ".Safe location" means a location where you maintain a safe,including copies of the content reports and your business records.
smart safe and which we have agreed to include in our implementation
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6. .Electronic Posting; Cut-off Time.. We will process an in such currency to secure all of your obligations to us with respect to
electronic posting file and post the total amount of currency reported for the SSDDP service and (b) you acknowledge that your safe provider is
you in that electronic posting file to the account(s)included in your setup acting as our agent solely for the purpose of taking possession of such
of the SSDDP service which you designated, as reflected in our records currency. Notwithstanding the foregoing, and except as provided in the
as they are in effect at the relevant time, as part of our nightly deposit next sentence, you will still be liable for the loss of any currency from
account processing on the night of our business day that we received any smart safe until the relevant safe provider physically places that
such electronic posting file. If we receive an electronic posting file from currency in our inventory held at such safe provider's processing site. If
a safe provider after the cut-off time on a business day that we we pick up the currency held in a smart safe, then you will not be
separately disclose to you from time to time, that electronic positing file responsible for the loss of that currency (as reflected in the contents
will be deemed to have been received by us on our next business day. report generated by such smart safe at the time we pick up such
currency)once it has been delivered to us or our armored courier. You
7. .Provisional Credits: Adjustments; Discrepancies.. You will not make any demand or bring any claim, action or proceeding of
acknowledge and agree that any credits posted to your account(s) any kind against any of our armored couriers, including any safe
based on the amount of currency reported by a safe provider in an provider serving as our armored courier, related to any of those armored
electronic posting file are provisional. We may make adjustments to couriers picking up the contents of a smart safe or otherwise following
your account(s), without prior notice to you, if the amount of the our instructions with respect to the contents of a smart safe. If, at any
currency delivered to us by a safe provider is different than the amount time, there is not enough currency in that smart safe to satisfy both our
reported in an electronic posting file or we otherwise do not receive all claim to the amount of currency that is our property and your claim to
currency for which you have been given a provisional credit. For any additional currency that the smart safe reports has been accepted
example, we may make adjustments to your account(s) if an electronic into it, then the currency that is in such smart safe will be allocated first
feed over-reports the amount of the currency accepted into a smart to satisfy our claim in full before any such currency is allocated to satisfy
safe, if a safe provider misreports in an electronic posting file the any part of your claim. This means that you will be responsible for any
amount of currency reported in an electronic feed or if a smart safe or currency shortfall in such smart safe. For example,if we have given you
the currency it contains are lost, stolen or destroyed before that provisional credit for $1,000 with respect to the currency that has been
currency is physically placed in our inventory held at the relevant safe accepted into a smart safe as reported in an electronic posting file and
provider's processing site. In addition to any other rights we may have, the smart safe also reports that it has accepted an additional$500, then
if there are insufficient funds in the account(s) to cover any such the smart safe should contain a total of$1,500 in currency. If, however,
adjustment, then you agree to reimburse us on demand for the the smart safe contains only$1,200 at the time we pick up the currency
remaining amount of such adjustment and you authorize us to set-off that is our property from that smart safe, we would be entitled to the full
the remaining amount of such adjustment against any other accounts $1,000 that is our property before you would be entitled to any currency.
you have with us and contents of any smart safe. The contents of each As a result, you would be responsible for the entire currency shortfall
smart safe will be counted and verified by the relevant safe provider ($300 in this example) and would only have a claim to the remaining
prior to being physically placed in our inventory held at that safe currency in such smart safe ($200 in this example). Moreover, if the
provider's processing site. We do not have any responsibility or liability smart safe contains only$900 at the time we pick up the currency that is
for any discrepancy between the amount of currency reported by any our property from that smart safe, we would be entitled to the full $900
smart safe and the amount of currency counted by the relevant safe that is our property and we would also be entitled to an adjustment to
provider. If there is a discrepancy between the amount of the currency your account(s) and exercise any other rights and remedies we have
reported by a smart safe and the count of that currency by the relevant against you to recover the remaining $100 that is our property. You
safe provider, the safe provider's count will control. Similarly, we do not would not be entitled to any currency in such smart safe in this example.
have any responsibility or liability for any discrepancy between the
amount of currency counted by the relevant safe provider and our count 9. .Cash Vault Service.. These SSDDP terms and conditions are
of that currency. If there is a discrepancy between a safe provider's expressly made a part of the terms and conditions for the cash vault
count of currency in a smart safe and our count of the currency from that service and are subject to the terms and conditions for the cash vault
smart safe that is physically placed in our inventory held at such safe service. Terms that are defined in the terms and conditions for the cash
provider's processing site,our count will be final. vault service have the same meanings when used in these SSDDP
terms and conditions. If there is any inconsistency on a particular issue
8. Ownership Pick-up and Shortfalls of Currency.. If we have between these SSDDP terms and conditions and the terms and
given you provisional credit on the basis of an electronic posting file, conditions for the cash vault service, these SSDDP terms and
then you agree that the currency contained in your smart safe(s) to conditions will control. You understand and agree, however, that our
which that provisional credit relates is our property, and we may pick up agreement to provide the SSDDP service does not permit you to use
that currency at any reasonable time. You will take any actions we any other aspect of the cash vault service unless we have agreed to
reasonably request to assist us in picking up the contents from your include it in our implementation of your setup for the cash vault service.
smart safe(s). If, notwithstanding your agreement that ownership of Your right to use the SSDDP service will terminate immediately upon
currency contained in a smart safe is transferred to us at the time we termination of your right to use the cash vault service.
provisionally credit your account(s) for that currency, it is ever
determined that you have any ownership or other rights in that currency, 10. .Termination- We may terminate the SSDDP Service
then(a)you grant us a security interest in all your right, title and interest immediately by giving you written notice of that termination. You may
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SUN TRUST RUST TERMS AND CONDITIONS
terminate your use of the SSDD Service by giving us written notice of effective until we have had a reasonable time to act on your notice.
that termination; provided that any termination by you will not be
Tax Payment Service
1. Description of the TTAXpIus Service.. The SunTrust business days prior to the date established for us to process and settle
Electronic Tax Payment or "TTAXpIus®" service allows you to initiate your tax payment entries and we may not process tax payment entries if
federal and state electronic tax payment entries.through the automated timely funding has not occurred. Failure to provide timely funding may
clearing house ("ACH"), which is a funds transfer system for sending be deemed a material violation of this agreement. If we receive your
and settling electronic entries among participating financial institutions. tax payment entries after the delivery deadline set forth in the TTAXpIus
Details regarding functionality and certain requirements that you must reference materials, we will treat them as if we received them on our
follow when using the service are provided in the TTAXpIus reference next business day. We will format, process and settle to the account
materials,which are made a part of this agreement,as they are updated identified in your TTAXpIus service profile as it is in effect at the relevant
from time to time. time, all tax payment entries that we receive from you in accordance
with the ACH Rules, this agreement and the TTAXpIus reference
2. Functioning of the TTAXpIus Service.. Under the TTAXpIus materials.
service, we act as the originating depository financial institution or
"ODFI"with respect to tax payment entries that you send us or that are 5. Security Procedures.. The following security procedures apply
sent to us on your behalf for the Federal Tax ID Numbers that you have to all tax payment entries:
identified (in a form acceptable to us) and we have included in our
implementation of your setup for the TTAXpIus service. Those tax (a) Access Code.. We will give you an authorization code
payments entries will be settled to the account that is identified in your that the TTAXpIus system may refer to as an access code. You must
TTAXpIus service profile as it is in effect at the relevant time. You may use the access code (or your Tax Payment Identification Number) to
use the TTAXpIus service to send us state tax payment entries with send us a tax payment entry for any Federal Tax ID Number that we
respect to any state tax authority supported by the service after you have included in your setup for the service.
have complied with our service requirements and the state enrollment
process. You will be the "originator"for each of those entries (as that (b) .Password/PIN.. We will give you another authorization
term is defined in) and your use of the TTAXpIus service is subject to code that the TTAXpIus system may refer to as a password or PIN.
and you are bound by the National Automated Clearing House Each password/PIN is uniquely linked to a particular Federal Tax ID
Association Rules and Operating Guidelines as in effect at the relevant Number and for each Federal Tax ID Number you must use the
time. appropriate password/PIN for each particular tax payment entry you
want to send us.
3. Your Warranties.. You represent and warrant to us that(i)you
will complete and return to us IRS Form 8655-Reporting Agent The authorization codes are not user-specific. This means that all of
Authorization and (ii)you will comply with all equivalent state tax your authorized users must use the same set of authorization codes to
payment requirements. You agree to immediately notify us if any initiate a tax payment entry for a particular Federal Tax ID Number. We
representation or warranty you make to us is no longer true. will send all of the authorization codes to the person identified as your
"contact"in your TTAXpIus service profile as it is in effect at the relevant
4. Origination and Processing of Entries.. You must send all tax time. Your contact is then responsible for distributing the authorization
payment entries to us by using the procedures set forth in the TTAXpIus codes to your users. You agree that these security procedures are
reference materials. You will fund all tax payments at least two commercially reasonable.
Universal Payment Identification Code Service
1. Description of the UPIC Service.. The SunTrust Universal UPIC service profiles as they are in effect at the relevant time. Under
Payment Identification Code or "UPIC" service provides a unique the UPIC Service, we act as the receiving depository financial institution
number assigned to one of your SunTrust demand deposit accounts, or"RDFI"with respect to UPIC entries that are sent to us on your behalf.
which you can provide to your trading partners who make payments to As a Receiver, you agree to comply with the National Automated
you through ACH. Your use of the UPIC service allows you to mask Clearing House Association "NACHA" Rules and to comply with any
your banking relationship and account number to reduce the risk of UPIC rules and procedures as adopted by The Clearing House
fraudulent use of your account. Details regarding UPIC's functionality Payments Company L.L.C.
and certain formatting and other technical requirements that you must
follow when using the UPIC service are provided in the UPIC reference 3. .Eligible Accounts.. The UPIC service may only be used for a
materials as we update them from time to time. demand deposit account or other transaction account of a corporation,
partnership, limited liability company, or unincorporated association; the
2. .Roles under the UPIC Service.. We will assign a separate United States or an agency of the United States; a state or local
UPIC number to each of your eligible accounts that is identified in your government or an agency of a state or local government;or one or more
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individuals when the account is used primarily for business purposes. and the related universal routing number to your business trading
An account of one or more individuals used primarily for personal or partners that wish to originate ACH credit entries to you. You represent
household purposes may not be used with the UPIC Service. that you have not and will not authorize any person or entity to originate
any debit entries using the assigned UPIC number. We may terminate
4. Use of UPIC Number.. The UPIC number is only to be used your use of the UPIC service at any time.
for incoming electronic ACH credits. You may provide the UPIC number
Wholesale Lockbox Service
1. Description of the WLB Service., The SunTrust Wholesale request from you, we can create a CD ROM of your archived data and
Lockbox or "WLB" service is designed to facilitate the receipt and mail it to you.
processing of your accounts receivable remittances. Details regarding
WLB's functionality and certain formatting and other technical (b) Image CD ROM-after delivery by mail, you have access
requirements that you must follow when using the WLB service are to your lockbox images along with index fields of information for long
provided in the WLB reference materials as we update them from time term archival purposes. CD ROM of lockbox images can be downloaded
to time. onto your computer. You must designate(in a form that is acceptable to
us)a security administrator responsible for using the software needed to
2. Implementation of the WLB Service.. Once we have.included access the CD ROM of your lockbox images. The CD ROM will be
the account(s) identified in your WLB service profiles as they are in encrypted to protect your data during transit in the mail. We will provide
effect at the relevant time in our implementation of your setup for the (by e-mail)a unique PIN number that your security administrator will use
WLB service, we will send you a copy of your initial lockbox operating to de-encrypt and access the CD ROM. This person has all of the rights
instructions for a particular lockbox number and will update those and responsibilities described in the general terms and conditions.
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 (c) Image Transmission file - customized access to your
WLB service for you with respect to the account(s) described in those lockbox images along with index fields of information that can be
instructions. downloaded directly into your Accounts Receivable systems. Image
Transmission files are encrypted and are transmitted using File Transfer
3. Request for Image Services.. The Image services enable you Protocol(FTP). You must designate(in a form that is acceptable to us)
to view images of checks and remittance payment information that are a technical contact responsible for receiving or retrieving your Image
received through your lockbox. You can access these images and Transmission files. You will retrieve your Image Transmission files by
transaction information through Image Browser, Image CD ROM and/or accessing a FTP site and by using the unique user ID and password
Image Transmission file. Details regarding these services, their assigned to your company. If you elect for us to "push" your Image
functionality and certain requirements that you must follow when using Transmission files to you, you can provide us the information needed to
the Image services are provided in the Image reference materials as access your computer system to deliver the files. We will send the URL
they are updated from time to time. We will provide you one or more of address and the user ID and password to the person you designate as
the following image service(s) as reflected in your WLB service profiles your contact. This person has all of the rights and duties described in
as they are in effect at the relevant time: the general terms and conditions.
(a) Image Browser - internet-based access to your lockbox You agree that the security procedures for each of the Image services
images and data with flexible viewing parameters and search capability you select are commercially reasonable.
for check and document information using a specific date or several
search criteria, administrative management over users and their access 4. Processing of Deposits.. We will establish one or more post
privileges, Web-accessible historical data, exportable transaction office boxes or "lockboxes" in your name as described in your WLB
information, check and document images that can be emailed directly service profiles as they are in effect at the relevant time. On each
from this Image service and annotation tools that can be used to create banking day after a lockbox has been established, we will process the
notes or highlight information on check or document images that can be checks, drafts and money orders(all of which are referred to as"items")
saved for future reference. Batch Download, Full Text Search, Remitter received in a lockbox in accordance with the instructions in effect at the
Keying capabilities and direct access to the image browser using relevant time and send you deposit advices for those items.
Lockbox Programmer Interface are also available as additional service
selections. You must designate (in a form that is acceptable to us) a (a) .Endorsement. We will endorse items for deposit with our
security administrator responsible for setting up and maintaining your standard lockbox endorsement and deposit them to the relevant
users' access to the Image Browser service. We will assign a unique account. We will not be liable for any failure to endorse an item
user-specific user ID and password to this designated security properly.
administrator and enable access to Image Browser service for the
lockbox accounts which have been set up for you. This person has all (b) .Forwarding Items.. If you receive an item that should
have been delivered to a lockbox, you may forward it to our lockbox
of the rights and duties described in the general terms and conditions.
If you implement image archival services as part of your Image Browser department. If you have more than one lockbox, you must designate
service and your Image Browser service is later terminated, upon the lockbox through which we should process the item.
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_,,{� TREASURY MANAGEMENT
1,1111111 SUN TRUST RUST TERMS AND CONDITIONS
(c) .Inspection of Items.. We will use good faith efforts to 5. Remittance Materials.. We will only return to you the original
inspect items as follows: (i)an item containing a payee name that does remittance materials (such as invoices, payment coupons,
not reasonably correspond with your acceptable payee list(if you have correspondence and the like) received in a lockbox if the instructions in
given us one) will be handled in accordance with the instructions in effect at the relevant time direct us to return those materials. We will
effect at the relevant time;and(ii)if an item contains inconsistent written destroy the original remittance materials within 10 days after we receive
and numeric amounts,then: (A)if the item is accompanied by an invoice them. Once we destroy the original remittance materials, the images of
and one of the amounts is consistent with the invoice amount, the item them that we may capture during their processing will be the only source
will be deposited for the invoice amount or (B)if (1)the item is of information about their contents. You agree that we will have no
accompanied by an invoice and neither of the amounts is consistent liability for any missing image or if any image we capture is not legible.
with the invoice amount or (2)the item is not accompanied by an
invoice, the item will be deposited for the written amount unless the 6. Affiliate Deposits.. If you have not given us an acceptable
instructions that are in effect at the relevant time direct otherwise. You payee list, you represent and warrant to us that you have the authority
agree that we do not fail to exercise good faith efforts to inspect an item to have each item received in a lockbox endorsed and deposited into
solely because we process it in a manner inconsistent with this your account(s),even if the payee name on an item is not your name as
paragraph. shown in our records. In addition, if you have given us an acceptable
payee list, you represent and warrant to us that if any name on that list
(d) .Signature, Date or Disputed Items.. We will not inspect that is a separate legal entity(rather than merely a"d/b/a"or trade name
(i)any item for the drawer's signature or date or (ii)unless otherwise that you use), you have authority from that entity to have items payable
agreed in writing and in exchange for the payment of a separate per to it endorsed and deposited into your account(s). You agree to provide
item fee, any item and/or accompanying correspondence for "payment us with satisfactory evidence of that authority upon request.
in full"or other similar payment dispute language. We will not be liable
for any loss resulting from processing any such items, including any 7. .Return Items.. Unless otherwise stated in the instructions, we
items we may inspect for "payment in full" or similar payment dispute will handle dishonored or returned items in accordance with our rules
language under a separate written agreement. and regulations for deposit accounts in effect at the relevant time.
(e) .Cash and Other Property.. We will deposit any cash 8. .Termination.. If your use of the WLB service or the agreement
received in a lockbox into the relevant account. Any property other than is terminated,we will complete the processing of items we received prior
items, cash and related remittance materials received in a lockbox will to the termination date. For a period of 90 days after the termination
be sent to you. You agree that we have no liability for any cash or other date, we will forward all lockbox remittances to you or as you may
property received in a lockbox. otherwise direct (in a form acceptable to us). After that time, we will
stamp all remittances"refused"and return them to the sender.
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 supermaster accounts (if any) reflected in your ZBA service profiles as
Account or "ZBA" service allows you to manage your cash flow by they are in effect at the relevant time and that we have included in our
aggregating debit and credit entries from one or more zero balance or implementation of your setup of the ZBA service. At the end of each
"subsidiary"accounts to a master account on a daily basis. banking day,we will transfer all debit and credit entries that were posted
to a subsidiary account that banking day to the master account for that
2. Daily Posting and Funding.. You may use the ZBA service subsidiary account as identified in your ZBA service profiles as they are
with respect to the subsidiary accounts, master accounts any in effect at the relevant time, so that each subsidiary account has a zero
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TREASURY MANAGEMENT
SUN TRUST itUSZ' TERMS AND CONDITIONS
ledger balance (or the target ledger balance, if any, indicated for that
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
posting to the relevant master account a single debit entry equal to the
total amount of all checks,drafts,withdrawals and other debits(if any)in
each subsidiary account, and a single credit entry equal to the total
amount of all deposits, transfers and other credits (if any) in each
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
subsidiary account. When we post these entries to a master account,
we will also post offsetting entries to the relevant subsidiary account.
You agree to maintain sufficient available balances at all times in each
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
ledger balances) of all subsidiary accounts funded by that master
account as well as any debits presented directly against that master
account. We are not obligated to pay checks, drafts, withdrawal
requests or other debits presented against a master account or a
subsidiary account unless there are sufficient available funds on deposit
in the applicable master account. You agree that we may fund
subsidiary account activity from the applicable master account identified
in your ZBA service profiles as they are in effect at the relevant time
whether or not the ownership and/or authorized signers of the subsidiary
account are the same as those for the master account.
3. Super Master Accounts.. If you have identified one or more
super master accounts in your ZBA service profiles as they are in effect
at the relevant time, any master account funded by the super master
account will be treated as a subsidiary account of that super master
account.
4. Duration and Changing of Options.. Once you have confirmed
a service profile for this service and we have included the information
from it in our implementation of your setup for the ZBA service, we will
post the total of all debits and the total of all credits (or, at your option,
the net amount of all debits and credits)from each subsidiary account to
the relevant master account in accordance with the selections reflected
in that service profile for this service until (a)your use of the ZBA
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.
5. Termination of Service.. We may terminate the ZBA service
immediately by giving you notice of the termination. You may terminate
the ZBA service by giving us notice of the termination, provided that any
termination by you will not be effective until we have had a reasonable
time to act on your notice.
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TREASURY MANAGEMENT
III
SUlV 11tUST TERMS AND CONDITIONS
Funds Transfer Agreement
This SunTrust Funds Transfer Agreement, the terms and conditions additional Authorized Senders, Customer shall execute and deliver to
of which are set forth below, shall govern all funds transfers between Bank a new Schedule A which shall supersede its prior Schedule A and
Bank and Customer. revoke all prior authorizations. In addition to listing new Authorized
Senders, any subsequent Schedule A must list all Authorized
1. Definitions.The following are defined terms: Senders designated on its prior Schedule A and state whether or
Account means the account(s) designated by Customer on its not there is any revocation or change of authority for each
Schedule A to this Agreement (as superseded from time to time by previously listed Authorized Sender. Bank shall have no liability for
Customer as provided herein) to be used as the source of payment for any loss arising from Customer's failure to provide information revoking
Payment Orders. or changing an Authorized Sender's authority in the manner stated
Authorized Sender means a person designated by Customer on above. Any new Schedule A shall not be effective until accepted by
its Schedule A to this Agreement (as superseded from time to time by Bank and Bank has had a reasonable time to act upon it.
Customer as provided herein), authorized to submit and/or verify
Payment Orders and Instructions to Bank. 3. Form of Instructions.
Bank means the SunTrust Bank(s) where the Account is Bank may act upon Payment Orders or Instructions. Any Payment
maintained, its/their successors and assigns. Order or Instruction which does not comply with Bank's procedures or
Confirmation means any notice (oral, written, electronic, or which exceeds the available balance of the funds on deposit in an
otherwise) informing Customer of the date and amount of each Transfer Account may be canceled from Bank's wire system without notice to
to or from an Account. Customer or liability to Bank.
Customer means the individual who or entity which signed Special Instructions.. Customer may elect to authorize Repetitive
Schedule A to this Agreement. Transfers on its Schedule B and Standing Order Transfers on its
Instructions means the Transfer related directions given by an Schedule D to this Agreement. Bank's assignment, if any,of a repetitive
Authorized Sender to Bank, including amendments or cancellations of code for Repetitive Transfers is not a security procedure and will not be
Payment Orders. used as such.
Payment Order means a request(oral, written, or electronic)from Electronic Instructions.. If Bank accepts Customer's election to
an Authorized Sender directing Bank to initiate a Transfer from an initiate Payment Orders and Instructions from Customer's electronic
Account. access system, Customer shall be responsible for the security and
International Payment Order means a Payment Order in which confidentiality of Customer's system and for the accuracy and
the beneficiary's bank is located outside of the United States. completeness of any data received by Bank. Bank will not verify any
PIN means the personal identification number assigned by Bank to electronically initiated Transfer.
each Authorized Sender.
Repetitive Transfers mean Transfers initiated by Payment Orders 4. Confirmations and Duty to Report Errors.
in which the debit and beneficiary information designated by Customer The date and amount of each Transfer are described on the
on its Schedule B to this Agreement(as amended from time to time by applicable Statement. Subject to the charges referenced in Paragraph
Customer)remains constant,but the date and dollar amount vary. 12, herein, Bank may also deliver Confirmations to Customer at the
Standing Order Transfers mean Transfers made as ordered by address, telephone/facsimile number or other communications system
Customer on its Schedule D to this Agreement(as amended from time specified by Customer. Customer may elect on its Schedule E to this
to time by Customer) in which the debit and beneficiary information Agreement, to receive facsimile Confirmations. A Customer initiating
remain constant,but the date and dollar amount may vary. Transfers from its electronic access system may receive on-line
Statement means Customer's periodic Account statement. Confirmation of each Transfer. Bank will not deliver next day notice of
receipt of incoming Transfers. Customer shall examine upon receipt,but
Transfer means a transfer of funds by Fedwire, SWIFT, telex, in no event later than 30 days after receipt, any Statement or
computer terminal, electronic, or other means, including Repetitive Confirmation (whichever first occurs) and notify Bank of errors, if any.
Transfers and Standing Order Transfers, but excluding transfers made Failure to notify Bank of any error within such 30 day time period shall
through the ACH system, as defined by the operating rules of the relieve Bank of all liability for the Transfers reflected in such Statement
National Automated Clearing House Association. or Confirmation.
Test Key means a method for detecting errors in the amount of a
Payment Order through codes, mathematical equations, identifying 5. Amendment or Cancellation of Payment Orders.
words,or numbers. Any Instruction canceling or amending a Payment Order is not
effective unless Bank has received such Instruction at a time and in a
2. Authorized Sender. manner affording Bank a reasonable opportunity to act before making
Authorized Senders may provide Payment Orders and Instructions the Transfer. If an Authorized Sender requests that Bank attempt to
to Bank with respect to any authorized Account. If Customer desires to recover transferred funds, Customer may be required to deposit funds
revoke or modify the authority of any Authorized Sender or add with Bank or provide other payment assurances that are satisfactory to
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TREASURY MANAGEMENT
U II�I/ SUN RUST
TERMS AND CONDITIONS
Bank to cover the cost, expense, charges, and/or attorneys' fees (b) execute such International Payment Order by issuing a U.S.
incurred by Bank in its recovery attempt. Bank's attempt to recover Dollar-denominated payment order in the amount of such International
funds shall not be an acceptance of responsibility for the completed Payment Order to an intermediary bank and instruct such intermediary
Transfer. Bank does not guarantee the recovery of all or any part of a bank to convert the amount of such payment order into the Conversion
Transfer. Currency (at such intermediary bank's sale rate for the Conversion
Currency in effect on the date such intermediary bank executes such
6. Deadlines. payment order).
Bank shall establish deadlines for the receipt of Payment Orders Bank will not convert(or instruct an intermediary bank to convert)a
and Instructions, including cancellations and amendments. Payment U.S. Dollar-denominated International Payment Order into the
Orders and Instructions received after the deadline shall be treated as Conversion Currency if (1) such International Payment Order specifies
received on the next business day. Bank may, in its sole discretion, an intermediary bank, (2) the amount of such International Payment
execute Payment Orders received after the deadline on that same Order exceeds an amount (the "Conversion Cap") specified by Bank
business day only as an accommodation to Customer. and in effect on the date it executes such International Payment Order,
(3) the Conversion Currency is not a currency (an "Eligible Currency")
7. Security Procedures. specified by Bank as one into which it will convert U.S. Dollar-
Acknowledgment and Amendment. Customer acknowledges that denominated International Payment Orders on the date Bank executes
the Bank's security procedures are commercially reasonable. Bank such International Payment Order, (4) Customer gives an Instruction (a
reserves the right to change the security procedures from time to time. "No-Conversion Instruction") along with such International Payment
.PINs.. Bank shall assign a PIN to each Authorized Sender which Order that it is not to be converted into the Conversion Currency or(5)
must be used each time an Authorized Sender makes or verifies such International Payment Order is subject to an opt out election for
Transfers or provides Instructions. Customer shall be responsible for automatic currency conversion as reflected on a Schedule H to this
maintaining the confidentiality of the PINs and shall promptly report any Agreement (if any) that is in effect on the date Bank executes such
breach of confidentiality to Bank. International Payment Order.
.Verification.. Bank may, in its sole discretion, verify or authenticate Bank's experience is that a very high percentage of U.S. Dollar-
any Payment Order or Instruction by contacting Customer by telephone denominated International Payment Orders are converted into the
or by any other means deemed reasonable by Bank, but Bank is under Conversion Currency by the beneficiary's bank before being made
no obligation to do so. If Bank is unable to verify or authenticate a available to the beneficiary. Bank believes the conversion of U.S. Dollar-
Payment Order or Instruction, it is within the Bank's sole discretion to denominated International Payment Orders into the Conversion
either effect or refuse such Payment Order or Instruction. Bank will not Currency before they are executed by Bank may offer several benefits
verify any Transfer initiated electronically. to Customer and/or the beneficiary, including earlier conversion, better
.Test Key.. Bank may upon Customer's written request, provide a exchange rates and expedited availability of funds. However, Customer
Test Key for detecting errors in the amount of a Payment Order. If is solely responsible for determining if the conversion of a U.S. Dollar-
Customer elects to use a Test Key, any Payment Order which passes denominated International Payment Order into the Conversion Currency
the Test Key shall be deemed correct as to amount. Bank and Customer is consistent with Customer's contractual and other obligations to the
acknowledge that no other error detection procedure for dollar amount beneficiary. If such conversion is not consistent with those obligations,
verification has been established. Customer should give Bank a No-Conversion Instruction along with the
International Payment Order. Moreover, if Bank receives a demand from
8. Recording. the beneficiary or the beneficiary's bank for reimbursement of sums
Customer consents to Bank recording telephone calls, including, relating to the conversion of a U.S. Dollar-denominated International
without limitation, Payment Orders and Instructions. Customer assumes Payment Order, Bank will seek an Instruction from Customer as to
the responsibility for obtaining the consent of the Authorized Senders for whether Bank should remit those sums to the beneficiary's bank (in
these recordings.The recordings made shall be conclusive confirmation which event,they will be charged to the Account).
of Payment Orders and Instructions. Customer acknowledges that not Information regarding the current Conversion Cap and Eligible
all calls will be recorded. Currencies may be obtained by contacting Bank. In that regard, Bank
may determine the Eligible Currencies without regard to whether it
9. International Transactions. trades those currencies generally. If Customer desires to ensure that
International Payment Orders. If Bank receives a U.S. Dollar- Bank executes an International Payment Order in a currency other than
denominated International Payment Order, then (except as provided in U.S. Dollars, then Customer should denominate that International
the next sentence)Customer hereby instructs Bank to either: Payment Order in the desired currency.
(a) convert the amount of such International Payment Order into If Bank receives an International Payment Order that is
the currency (the "Conversion Currency") of the country in which the denominated in a currency other than U.S. Dollars, Bank will convert the
beneficiary's bank is located (at Bank's sale rate for the Conversion funds from the Account into the requested currency(at Bank's sale rate
Currency in effect on the date Bank executes such International for that currency in effect on the date Bank executes such International
Payment Order),execute such International Payment Order by issuing a Payment Order).Any returned funds will be converted by Bank into U.S.
payment order for the corresponding amount of the Conversion Dollars at Bank's then current buy rate for that currency on the day of
Currency and forward to the beneficiary's bank the.relevant currency return. Bank shall not be liable for any resulting exchange losses. If, as
conversion data;or
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TREASURY MANAGEMENT
U SUN RUST TERMS AND CONDITIONS
a result of the exchange rate, excess funds have been remitted, such which is caused by fire, natural disaster, strike, civil unrest, any
funds will be returned to the Account less the exchange costs. inoperable communications facilities, or any other circumstance beyond
Customer hereby instructs Bank that it may (a) obtain payment of the reasonable control of the Bank. In no event shall Bank be liable to
its charges for services and expenses in connection with the execution Customer for indirect, consequential, special, punitive, or exemplary
of an International Payment Order by issuing a payment order in an damages.
amount equal to the amount of that International Payment Order less
the amount of the charges and (b) instruct any subsequent receiving 12. Fees.
bank to obtain payment of its charges in the same manner. Customer shall pay all fees and charges which Bank may, from
time to time, impose for the performance of services provided in this
10. Name and Account Number Inconsistency. Agreement. In addition, Customer shall reimburse Bank for all out-of-
Customer shall ensure the accuracy of its Payment Orders and pocket expenses incurred by Bank in effecting Payment Orders and
Instructions. If a Payment Order inconsistently describes the beneficiary, Instructions, including cancellations, amendments and attempted
beneficiary's bank, or intermediary bank by name and number, payment recoveries.
might be made by the intermediary or beneficiary's bank on the basis of
the number even if the number identifies a person or bank other than 13. Notices.
the named beneficiary or bank. Customer shall be responsible for any Oral notices, Instructions,directions, Confirmations,verifications,or
loss associated with such inconsistency. other oral communications with respect to Transfers and this Agreement
shall be given, if to Bank, to Customer's assigned relationship manager,
11. Liability. and, if to Customer, to the telephone number provided by Customer on
.Duty of Reasonable Care.. Bank shall exercise good faith and its Schedule A to this Agreement. Written notices, Instructions,
reasonable care in performing the services provided for in this directions, Confirmations, verifications, or other written communications
Agreement. Customer shall exercise good faith and reasonable care in with respect to Transfers and this Agreement shall be sent, if to Bank, at
observing and maintaining security procedures, in communicating the Bank's address on the Statement,and if to Customer,at the address
Payment Orders and Instructions to Bank and in reviewing Statements provided by Customer on its Schedule A to this Agreement. Either party
and Confirmations for errors. may change its telephone number or address by giving written notice to
.Limitation of Liability.. Bank shall only be liable as provided by the other party.
applicable law for any error or delay and shall have no liability for not
effecting a Transfer if: (a) Bank receives actual notice or has reason to 14. Applicable Law,Jurisdiction and Account Agreement.
believe that Customer has filed or commenced a petition or proceeding This Agreement is subject to all applicable Federal Reserve Bank
for relief under any bankruptcy, insolvency, or similar law; (b) the operating circulars and any other applicable provisions of Federal law. If
ownership of the funds to be transferred or the Authorized Sender's Bank uses Fedwire to effect a Transfer, Federal Reserve Board
authority to do so are in question; Regulation J, Subpart B shall apply. Except as so provided, this
(c) Bank suspects a breach of the security procedures; (d) Bank Agreement shall be governed by and interpreted in accordance with the
suspects that the Account has been used for illegal or fraudulent laws of the state in which the Account is located. Customer consents to
purposes; (e) Bank attempts to verify a Payment Order and is unable to the jurisdiction and venue of any court located in such state, selected by
do so;(f) Customer does not have available funds to effect the Bank in its sole discretion. The parties agree that, in the event of a
Transfer;(g) Bank reasonably believes that a Transfer is prohibited by dispute, they will submit same to mediation prior to any legal action.The
federal law or regulation,including, but not limited to,those promulgated terms and conditions of any schedule, account agreement, signature
by the Office of Foreign Assets Control/Department of the Treasury; or card, authority, and the Bank's Rules and Regulations for Deposit
(h)otherwise so provided in this Agreement. Accounts are incorporated herein by reference. If any conflict or
Customer will hold Bank harmless: (w) if Bank acts in accordance inconsistency exists between the terms and conditions of this
with Payment Orders and Instructions, including, but not limited to, Agreement and any of the above,this Agreement shall control.
amendments or cancellations; (x) if Bank attempts to recover funds
upon the request of an Authorized Sender;(y)for any loss resulting from 15. Jury Trial Waiver.
the unauthorized access to or use of PINs; or (z) for any matters Customer and Bank hereby knowingly, voluntarily, intentionally,
referenced in this Agreement for which Customer has responsibility. and irrevocably waive the right either of them may have to a trial by
Any damages or other compensation due Customer resulting from jury in respect to any litigation, whether in contract or tort, at law
Bank's negligence shall be limited to interest on the funds at issue at the or in equity,based hereon,or arising out of,under or in connection
federal funds rate paid by Bank at the close of business on each day the with this Agreement and any other document or instrument
error or delay remains uncorrected; provided, however, if Bank is unable contemplated to be executed in conjunction herewith, or any
to recover the funds from the transferee who has no claim to all or any course of conduct, course of dealing, statements (whether verbal
portion of the funds erroneously transferred as a result of the Bank's or written) or actions of any party hereto. This provision is a
negligence, Bank shall be liable for Customer's actual loss, not to material inducement for Bank entering into this Agreement.
exceed the amount of funds which Bank is unable to recover, plus Further, Customer hereby certifies that no representative or agent
interest at the rate described above. Bank shall not be responsible for of Bank, or Bank's counsel, has represented, expressly or
any loss, damage, liability, or claim, arising directly or indirectly, from otherwise,that Bank would not, in the event of such litigation,seek
any error, delay, or failure to perform any of its obligations hereunder to enforce this waiver of right to jury trial provision. No
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TREASURY MANAGEMENT
U II1414— SUN 1RUST
TERMS AND CONDITIONS
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
the extent it is invalid, without in any way affecting the remaining
provisions of this Agreement.
Client Name:
Authorized Signer:
Print Name:
�Gi-t�V'i CcG� 44-0 Print Title: C r Date: —�—o20/ -2
SunTrust Bank
Authorized Signer:
Print Name:
Print Title VICE
Date: _ p.
APPROVED AS TO
FORM & LANGUAGE
& F EXECUTION
Ity
A ttOM4
eyW D to
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