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5325
BANK OF AMERICA
Agreement for Banking Services
Finance
LEG 12-1
6/1/2023
5/31/2014
3/1/2014
2014
Comments :
Agreement for Banking Services
This Agreement for Government Banking Services (the "Agreement") is made as of lulv 08` 2013. between City
of Bremerton the "Client") and Bank of America, N A, a national banking association
WHEREAS, the parties wish to enter into this Agreement for the purpose of speafying the term and constituent
documents of the agreement between Client and Bank regarding Banking Services, as set forth and defined in
the Bank's Treasury Terms and Conditions booklet
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the parties
hereby agree as follows
Inte�rated A�reement The entire and integrated agreement between Client and Bank related to the
Services shall consist of this Agreement and the Bank's Treasury Terms and Conditions booklet (including
user documentation and set-up forms) The integrated agreement supersedes all prior negotiations,
representations, statements and agreements, whether written or oral, regarding the Services
Bank of America's Treasury Terms and Conditions booklet
htta //cora bankofamenca com/qublic/publ�c aortal� od paae label=more/treasurvtermsconditions/default
Commencement of Performance Except as otherwise agreed by the parties, Bank shall begin performing
each Service upon execution and delivery of this Agreement, the pertinent service-level agreement and the
related set-up forms Bank shall continue to perform such Services during the term of this Agreement
3
Term This Agreement is for duration of 1 years beginning lune 01�`, 2013 and ending May 31, 2014, unless
terminated sooner as set forth herein The Agreement may be extended by mutual consent of the parties,
herein and signed by their authorized representatives
4
��
Pricin� The agreed upon pricing immediately follows the document's signature block
Termination This Agreement may be terminated by either party upon (45) days written notice to the other
party
In witness whereof, the parties have executed this Agreement as of the date first written above
Signature
Name Patty Len
Title Mayor
Address 345 6 Street, Suite 600
City Bremerton, WA 98337
BANK OF AMERICA MERRLL LYNCH
Signature .��TC�`�" C �`'�
Name Michael A Green
Title SVP, Treasury Solutions Officer
Address 800 5 Ave, 34 Floor
City Seattle, WA 98104
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.9sat Diiectoi o/F/naneJs/ Seroleea l Cathenne Johnson
cjohnson�ei bremerto� v+aus
December 4, 2013
Lisa Stensgaard
AVP, Sr Treasury Solutions Analyst, Government Banking
Bank of Amenca Merrdl Lynch WA1-501-34-03
800 5th Avenue, 34th Floor
Seattle, WA 98104
RE Agreement for Banking Services
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Dear Lisa,
Enclosed please find an executed copy of the Agreement for Banking Services expinng on May
31, 2014 If you fax a copy of the agreement with ANichaei's onginal signature upon his retum I
would appreciated it
Sincerely,
Cathy ns n
Asst Dir r of Financial Serwces
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SERVICE DESCRIPTION
BALANCE RELATED SERVICES
DEP INSURANCE-BANK ASSESSMENT
C�ty of Bremerton
Banking Services Pncing Performa
Current Month vs Proposed Contract
Pnang
BankofAmerica ���
Merrill Lynch
� Current (02 2013) � PROPOSED �
# OF UNITS UNIT PRICE SERVICE CHARGE UNIT PRICE SERVICE CHARGE � DIFFERENCE
5578 84
$578
DEPOSITORY SERVICES
ACCOUNT MAINTENANCE 19 $8 0000 $152 00 $8 0000 $152 00 $0 00
ACCOUNT MAINTENANCE 1 $0 0000 $0 00 $8 0000 $8 00 $8 00
BANKING CENTER DEPOSIT 29 $0 2500 $7 25 $0 2500 $7 25 $0 00
VAULT DEPOSIT 199 $0 2500 $49 75 $0 2500 $49 75 $0 00
ITEM PROCESSING DEPOSIT 19 $0 4000 $7 60 $0 2500 $4 75 ($2 85)
DEBITS POSTED-OTHER 1 $0 0000 $0 00 $0 0000 SO 00 $0 00
GENERAL CHECKS PAID TRUNCATED 511 $0 0900 $45 99 $0 0600 $30 66 (S15 33)
ZBA MASTER ACCOUNT MAINT 1 $0 0000 SO 00 $0 0000 SO 00 $0 00
ZBA SUBSIDIARY ACCOUNT MAINT 2 $10 0000 S20 00 $10 0000 S20 00 $0 00
RETURNS-CHARGEBACK 9 $2 0000 $18 00 $2 0000 $18 00 $0 00
RETURNS-RECLEAR 13 $10000 $13 00 $10000 $13 00 $0 00
RETURNS-RECLEAR SERVICES 1 SO 0000 SO 00 $0 0000 SO 00 $0 00
CKS DEP PRE-ENCODED ITEMS 2,687 SO 0400 S107 48 ($107 48J
CKS DEP UN-ENCODED ITEMS 25 $0 1200 S3 00 SO 0400 $100 ($2 00)
CKS DEP UN-ENCODED ITEMS 3,473 $0 0600 $208 38 $0 0400 $138 92 ($69 46)
CKS DEP UN-ENCOOED ITEMS 29 $0 0500 $145 $0 0400 $1 16 ($0 29)
CKS DEPOSITED FOREIGN ITEMS 1 SO 1000 $0 10 $0 1000 SO 10 $0 00
STOP PAY AUTOMATED <= 12 MONTHS 1 S10 0000 $10 00 S10 0000 S10 00 $0 00
DEBITS POSTED-ELECTRONIC 48 $0 0000 $0 00 $0 0000 SO 00 $0 00
CREDITS POSTED-ELECTRONIC 384 $0 0000 $0 00 $0 0000 $0 00 $0 00
DEPO5IT ACCOUNT STATEMENTS 20 $0 0000 $0 00 $0 0000 SO 00 $0 00
GEN DISB CKS PD-IS FRONT IMG 98 $0 1400 $13 72 SO 0600 SS 88 ($7 84)
FACSIMILE TRANSMISSION 1 $0 0000 $0 00 $0 0000 $0 00 $0 00
DIRECT ACCOUNT TRANSFER 8 $2 0000 $16 00 $2 0000 $16 00 $0 00
COMMERCIAL DEPS-CASH VAULT
DEP CONDITIONING-SURCHG-VAULT 10 $10 0000 $100 00 $10 0000 $100
GENERAL ACH SERVICES
ACH OPTIONAL RPTS-ELECTRONIC 16 $2 0000 S32 00 $0 0000 $0 00 ($32 00)
ACH DELETE/REVERSAL 1 $10 0000 $10 00 $10 0000 $10 00 $0 00
ACH RETURN ITEM 6 $2 5000 $15 00 $2 5000 $15 00 $0 00
ACH MONTHLY MAINTENANCE 3 $10 0000 S30 00 $10 0000 $30 00 $0 00
ACH INPUT-ECHANNEL 12 $5 0000 $60 00 $5 0000 $60 00 $0 00
ACH ORIGINATED ADDENDA 2 $0 0100 $0 02 $0 0100 $0 02 $0 00
ACH NOTIF OF CHANGE (NOC) 3 $2 5000 $7 50 $2 5000 $7 50 $0 00
ACH STANDARD RPTS-ELECTRONIC 5 $0 0000 $0 00 $0 0000 SO 00 SO 00
ACH CONSUMER ON US CREDITS 136 $0 0800 $10 88 $0 0600 $8 16 ($2 72)
ACH CONSUMER OFF US CREDITS 1,040 SO 0800 583 20 $0 0600 $62 40 (520 80�
ACH CONSUMER ON US DEBITS 212 $0 0800 $16 96 50 0600 $12 72 ($4 24)
ACH CONSUMER OFF US DEBITS 844 $0 0800 $67 52 $0 0600 S50 64 {$16 88)
SERVICE DESCRIPTION
WIRE TRANSFER
CPO 6P MTHLY MAINT BASIC
ELEC WIRE OUT-DOMESTIC
ELEC W�RE OUT-BOOK DB
INCOMING DOMESTIC WIRE
CPO GP CUST MNT TEMP STORAGE
BOOK CREDIT
INFORMATION SERVICES
CPO SUBSCRIPTION ONLINE
CPO PREM IR MAINTENANCE
CPO PREM PDR ACCOUNT
CPO PREM PDR ITEM STORED 2 MTH
CPO PREM CDR ACCOUNT
CPO PREM CDR ITEM
CPO PREM RESEARCH ITEM
IMAGE
CD ROM MAINTENANCE
CD ROM PER IMAGE
CD ROM DISK
IMAGE ARCHIVE-7 YEARS
IMAGE MAINTENANCE
IMAGE MAINTENANCE
IMAGE RETRIEVAL
IMAGE CASH LETTER - NEW SERVICE
IMAGE OEPO5IT
IMAGE DEPOSITED ITEMS
IRD DEPOSITED ITEMS
ICL SETUP & TESTING
TRANSMISSION MAINT
MISCELLANEOUS
MERCHANT CARD SERVICES
CHECK ORDER FEE (ACCT # 4257)
TOTAL SERVICE CHARGES
�' ESTIMATED MONTHLY SAVINGS
• ESTIMATED ICL SAVINGS
* TOTAL EST/MATED MONTHLY SAVINGS
` EST/MATED ANNUAL SAVINGS
Current (02 2013) PROPOSED
ti OF UNITS UNIT PRICE SERVICE CHARGE UNIT PRICE SERVICE CHARGE DIFFERENCE
$30
So
$0
$0
$8
$0
$8
$0
2 $15
431 $0
1 $7
879 SO
1 $10
$30 00 $8
$26 00 $6
$6 00 $2
$0 00 $0 0000
$0 00 $0 00�
148 68 $8 0000
147 OS SO 0300
$66 08 $8 0000
$61 61 $0 0300
$2 90 $0 0500
$30 00 $15 0000
$17 24 $0 0400
$7 50 $7 5000
$39 56 $0 0400
$10 00 $10 0000
$0 00 $0 0000
$0
$0
?,085 0600 $2,085 06 $2,085
$109 0000 $109 00 $109
$4,518 40
$26
$6
$12
$0
SO
144
119
$64
$58
$2
S30
$17
$7
$35
$10
$0
$2
79
$0
$0
$0 01
$2 25
So a
$0 01
($4 68
($27 50
�$2 08
(S2 93
$0 01
$0 00
i4 40�
$0 00
$0 00
S2
$79
$0
$0
$45
� 5109 00� $0 00�
$4,300 37
{$218 03)
(573 27)
{$291 30)
($3,495 63)
Treasury Services
Terms and Conditions
��
BankofAmerica'� Authorization and Agreement for Treasury Services
Merrill Lynch
I am an authonzed representative of the orgarnzations spec�ed below (each, the "Client°) The Client has received Bank of Amenca's Treasury Services
Terms and Conditions Booklet (the °Booklet") in the form and with the content posted on the website of Bank of Amenca and agrees to adhere to the
Booklet and any applicable User pocumentation from Bank of Amenca ("Bank") The Services covered by the Booklet and the banks prov�dmg Services
are listed on the accompanying List of Banks and Services, which we may change from Ume to 4me Capitalized terms used m this AuthonzaUon and
Agreement form, not othervwse defined, have the mearnngs grven to them in the Booklet
After I sign below on behalf of the Client, the Client may from time to Ume request the Bank to prowde any of the Serwces descnbed in the Booklet The
Client may begm to use any such Service once Bank has approved such use and has received all required and properiy executed forms and the Client has
successfully completed any tesUng or traming reqwrements The Booklet supersedes other agreements between the Client and the Bank, as descnbed
under the General Matters heading in the Booklet, with regard to the provision of Services
I warrant that the Client has taken all acUon required by its organizational or constituent documents to authonze me to execute and delwer on behalf of the
Client this AuthonzaUon and Agreement form and any other documents the Bank may reqwre vinth respect to a Service I am authonzed to enter mto all
transactions contemplated by the prowsion of Services to the Client These may include, but are not limited to, gromg the Bank instruchons, mcluding by
electrornc signature, electrornc record or other electrornc form, with regard to Electronic Funds Transfer Services and designatmg employees or agents to
act in the name and on behalf of the Client
Guidelines for completion
If Client is a Who must sign
corporation any authonzed officer
limited liabdity company all members or any authonzed officer*
limited liabdity partnership the managing partner*
partnership (general or limited) any general partner'
sole propnetorship the sole propnetor
govemmental entity the Treasurer*
"Includes any individual authorized under Client's orgarnzational or constituent documents The legal name of any member, managing member, manager or
general partner who is sigmng and who is not an individual must appear in the s+gnature block ClienYs organ¢ationa! or consUtuent documents may allow
others to sign instead
Note that m most cases the Client must also complete the Certification form which follows
Cit of Bremerton C�t of Bremerton
[ORGANIZATION'S IENT'S LEGA NAME] [ORGANIZATION'S/CLIENT'S LEGAL NAME]
BY By
� ure Aut onzed resentaUve] [ ateJ [Signature of Authonzed Representative] [Date]
Name Catherme A Johnso Name
[Pnnt Name] [Pnnt Name]
Title ASST DIRECTOR OF FINANCIAL SERVICES Title �
nnt TiUe - See above wdelmes] Pnnt Tdle - See above urdehnes]
[ORGANIZATION"S/CLIENT'S LEGAL NAME] [ORGANIZATION'S/CLIENT'S LEGAL NAME]
By g
[Signature of Authonzed Representative] [Date] [Signature of Authonzed Representatrve] [Date]
Name Name
[Pnnt Name] [Pnnt Name]
Title Title
[Pnnt Title - See above guidelmes) (Pnnt Title - See above wdelmes]
[ORGANIZATION'S/CLIENT'S LEGAL NAME] (ORGANIZATION'S/CLIENT'S LEGAL NAME]
By g
[Signature of Authonzed Representative] [Date] [Signature of Authonzed Representatrve] [Date�
Name Name
[Pnnt Name] [Pnnt Name]
Title Title
[Pnnt Title - See above guidelines) [Pnnt TiUe - See above gwdelines]
The followmg addresses may be used by you or us for giwng notices in connecUon uvith this Booklet Other addresses may be used m con�unct�on with your
account s or articular service
Address for Client Not�ces Address for Bank Notices
Client Legal Name City of Bremerton Bank of Amenca, N A
Street 345 6�' Street, Swte 600 Documentation Management (CA4706-04-07)
Ci Bremerton P O Box 27128
State/Prownce WA Postal Code 98337 Concord, CA 94527-9904
Phone 360-473-5296 Fax 360-473-5200 Fax (925)675-7131
�.�v-n�a-uyaao cu iu� uu-oa-uuaarvaavv u�-i4-���s na (ar� I'89@ 1 Of 3
Bank of America — Confidential 02013BankofAmencaCorporation
�ank of America'�'` Authorization and Agreement for Treasury Services
1Vlerriil Lvnch
I am an authonzed representative of the organizations specified below (each, the Client") The Client has recerved Bank of Amenca's Treasury Services
Terms and Conditions Booklet (the "Booklet") in the form and with the content posted on the website of Bank of Amenca and agrees to adhere to the
Booklet and any applicable User pocumentaUon from Bank of Amenca ("Bank") The Services covered by the Booklet and the banks prowding Services
are listed on the accompanying List of Banks and Services, which we may change from time to time Capitalized terms used in this Authonzation and
Agreement form, not othervinse defined, have the mearnngs grven to them in the Booklet
After I sign below on behalf of the Client, the Client may from time to time request the Bank to provide any of the Services descnbed in the Booklet The
Cfient may begin to use any such Service once Bank has approved such use and has recerved all required and properly executed forms and the Client has
successfully completed any testmg or training reqwrements The Booklet supersedes other agreements between the C�ient and the Bank, as descnbed
under the General Matters heading in the Booklet, �nth regard to the provision of Services
I warrant that the Client has taken all action required by its orgarnzational or constituent documents to authonze me to execute and deliver on behalf of the
Client this Authonzation and Agreement form and any other documents the Bank may reqwre �nnth respect to a Service I am authonzed to enter into all
transactions contemplated by the provision of Services to the Client These may include, but are not limited to, giving the Bank instrucUons, mcluding by
electrornc signature, electronic record or other electronic form, �nnth regard to ElecVon�c Funds Transfer Services and designating employees or agents to
act in the name and on behalf of the Client
Guidelines for completion
If Client is a Who must sign
corporation any authorized officer
limited liabdity company all members or any author�zed officer'
limited liabdity partnership the managmg partner'
partnership (general or limited) any general partner'
sole propnetorship the sole propnetor
governmental entity the Treasurer"
"Includes any individual authonzed under Client's organizational or constituent documents The legal name of any member, managing member, manager or
general partner who is sigrnng and who is not an indrvidual must appear in the signature block ClienYs orgarnzational or constituent documents may allow
others to sign mstead
Note that in most cases the Client must also complete the Certiflcation form which follows
City of Bre rton City of Bremerton
, OR N'SICLI CEGAL NAME] n (ORGANIZATION'SICUENT'S LEGAL NAME]
Bv � ,' " !_ Bv �� %` � - G �,, �� �° ' �_
[Si� ature of A honzed Re resentative) [Date] (Signatu e of Auth nzed e esenta vej [Date]
Name R becca R HasaR Name Cathenne A Johnson
[Pnnt Name] [Pnnt Namej
TItl2 DIRECTOR OF FINANCIAL SERVICES Tltle Asst Director of Financial Services
[Pnnt Tdle - See above uidelines] [Pnnt Title - See above wdelines]
[ORGANIZATION"SlCLIENT'S LEGAL NAME] IQRGANIZI4TION'SICLIENT'S LEGAL NAME]
By By
[Signature of Authonzed Representatrve] [Date] [Signature of Authonzed RepresentaUve] [Date]
Name Name
[Pnnt Name] [Print Name]
Title Title
[Pnnt Title - See above wdelines] [Pnnt T�tle - See above uidelines
[ORGANIZATION'SICLIENT'S LEGAL NAME] [ORGANIZATION'SICLIENT'S LEGAL NAME]
By By
[Signature of Authonzed Representative] [Date] [Signature of Authonzed Representatrve] [Date]
Name Name
[Print Name] [Pnnt Name]
Title Title
�Pnnt Title - See above gwdelines] [Pnnt Tide - See above guidelmes]
The follov�nng addresses may be used by you or us for giving notices in connect�on �nnth this Booklet Other addresses may be used in con�unction Hnth your
account s or articular service
Address for Client Not�ces: Address for Bank Notices
Client Legal Name City of Bremerton Bank of Amenca, N A
Street 345 6�' Street, Swte 600 Documentation Management (CA4-706-04-07)
City Bremerton P O Box 27128
State/Provmce WA Postal Code 98337 Concord, CA 94527-9904
Phone 360-473•5298 Fax 360-473-5200 Fax (925)675-7131
(AD-AG-0455B 2010) 00-35-0099NSBW 05-14-2013 HS (SF) Page 1 of 3
Bank of AmeriCa — Confidentlal 02013BankofAmencaCorporation
. I��
BankofAmerica �� Authorization and Agreernent for Certification
Merrill Lynch
I certify that each signature appeanng on the previous page for Client is the true signature of a person authonzed to execute the form on behalf of
Client, and i further certify that I have full authority to execute this certrfication The Bank is entitled to rely upon this certification untd wntten notice
of its revocation is delivered to the Bank
Guidelines for completion This Certification should not be signed by the individual who signed the Authonzation and Agreement
!f Cl�ent is a Who must sign
corporation any authonzed officer
limited liabdity company any member or any authonzed officer
limited liabdity partnership any partner
partnership (general or limited) any general partner
sole propnetorship no signature required
Govemmental entiry the entity's counsel, or any other mdividual as permitted by the entity's orgarnzational
documents
The legal name of any member, managing member, manager or general partner who is sigrnng and who is not an indiwdual must appear m the
signature block
Note If Client is not a U S based enti , it is not re uired to com lete this certification, but must rovide authonzin certrficates or mandates
C�ty of Bremerton
[ORGANIZATION'S/CLIENT'S LEGAL NAME] [ORGANIZATION'S/CLIENT'S LEGAL NAME]
B y � 1` O/ 28 ! Bv
(Signature A h nz Representat�ve] [Date] [Signature of Authonzed Representative] [Date]
Name Patty Le Name
[Pnnt Name] [Pnnt Name]
Title MAYOR Title
[Pnnt Title - See above guidelmes] [Pnnt Title - 5ee above guidelmes]
[ORGANIZATION"S/CLIENT'S LEGAL NAME] [ORGANIZATION'S/CLIENT'S LEGAL NAME]
By B
[S�gnature of Authonzed Representative] [Date] [Signature of Authonzed Representahve] [Date]
Name Name
[Pnnt Name] [Pnnt Name]
Title Title
[Pnnt TiUe - See above guidelines] [Pnnt Title - See above gwdelines]
[ORGANIZATION'S/CLIENT'S LEGAL NAME] [ORGANIZATION'S/CLIENT'S LEGAL NAME]
By gy
[Signature of Authonzed Representative] [Date] [Signature of Authonzed Representative] [Date]
Name Name
[Pnnt Name] (Pnnt Name]
Title Title
[Pnnt Title - See above guidelmes] [Pnnt TiUe - See above gwdelmes]
(AD-AG-0455B 2010) 00-35-0099NSBW 05-142013 HS (SF) Page 2 of 3
Bank of America — Confidential 02013BankofAmencaCorporaUon
-.►.-�
�ank of America r � � Authorization and Agreement for Certification
�llerrill Lvnch
i certify that each signature appeanng on the previous page for Client is the true signature of a person authonzed to execute the form on behalf of
Client, and i further certify that I have full authonty to execute this cert�ication The Bank is entitled to rely upon this certification unt�l written notice
of its revocation is delivered to the Bank
Gwdelines for completion This Certification should not be signed by the individual who signed the Authonzation and Agreement
If Client is a Who must sign
corporation any authonzed officer
limited liabdity company any member or any authonzed o�cer
limited liabdity partnership any partner
partnership (general or limited) any general partner
sole proprietorship no signature reqwred
Governmental entity the entity's counsei, or any other indivrdual as permitted by the entity's organizational
documents
The legal name of any member, managing member, manager or general partner who is signmg and who is not an individual must appear in the
signature block
Note If Client is not a U S based enti , it is not r uired to com lete this certification, but must rovide authonzin certificates or mandates
City of Bremerton
[ORGANIZATION'S! IENT'S LEGAL NAMEj [ORGANIZATlON'SICLIENT'S LEGAL NAME�
BY � �Z' '4 �l3 BY
[Signature o onzed Representative] [Date] [Signature of Authonzed Representative] [Date]
Name Patty L nt Name
[Pnnt Name] [Pnnt Name]
Titie MAYOR 7itle
[Pnnt T�tle - See above guidelinesj [Pnnt Title - See above gwdeBnes]
[ORGANiZATION"SICLIENT'S LEGAL NAME] [ORGANIZATION'SICLIENT'S LEGAL NAME]
By By
[Signature of Authonzed Representatrve] [Date] [Signature of Authonzed Representative] [Date]
Name Name
[Pnnt Name� [Pnnt NameJ
Title Title
[Pnnt Trtle - See above gwdelines] [Pnnt T�tle - See above gwdelines
[ORGANIZATION'SlCLIENT'S LEGAL NAME] [ORGANIZATION'S/C�IENT'S LEGAL NAME]
By By
[Signature of Authorized Representative] [Date] [Signature of Authonzed Representative) [Date]
fVame Name
(Pnnt Name] [Pnnt Name�
Title Title
Pnnt Title - See above gwdelines] [Pnnt Title - See above gwdelfnes]
(AD-AG-0455B 2010) 00-35-0099NSBW 05-142013 HS (SF) Page 2 of 3
Bank of Amer�ca — Confldent�al 020136ankofAmencaCorporation
��
BankofAmerica'� Treasury Services Delegation of Authority Form
Merrill Lynch
This form is optional and is to be used when you wish to delegate authonty to sign vanous authonzation forms to someone other than the
person who signed the Authonzation and Agreement form in the front of this Booklet
By signing below, you authonze the incumbent of the specified position listed in Section A or each person listed in section B below, act�ng
alone, including by electronic signature, electronic record or other electrornc form, to execute documents that we may request, and any
amendments or renewals thereof, pertainmg to the use of Services, mcluding but not limited to designatmg one or more persons (which
may include himself or herselfl authonzed to initiate, amend, cancel, confirm or venfy the authenticity of mstructions to us for Serwces,
whether given orally, electronically or by facsimde instructions, and to revoke any authonzation granted to any such person, as he or she
deems appropnate The signer of this form has the same authonty descnbed above for each Serwce with us, unless otherwise specified
We are entitled to rely upon this delegation unUl wntten noUce of its revocation is received by us
Gwdelines for Completion Fdl out either sect�on A or secUon B, or both, depending on your needs
• To delegate authonty to any person holding a speafic t�tle, fill out section A
• To delegate authonry to specific indiwduais by name, fill out section B
For each name or title, mdicate "All" in the "Serv�ce" column if the person or tiUe has authonty to sign documents for all Serwces which
you receive from us Otherwise, indicate specific Services for which the person or Utle has authonty For each name or title, indicate the
client legal name(s) for which the person or t�tle has authonty to sign documents
A TO DELEGATE AUTHORITY 70 ANY PERSON HOLDING SPECIFIC POSITIONS
TITLE SERVICE CLtENT LEGAL NAME
Director of Financial Serv�ces ALL City of Bremerton
Asst Director of Financial Services ALL City of Bremerton
Mayor ALL City of Bremerton
B TO DELEGATE AUTHORITY TO SPECIFIC INDIVIDUALS
NAME SERVICE CLIENT LEGAL NAME SIGNATURE
C CLIENT AUTHORIZATION
Client's Full Legal Name City of Bremerton
BY Title Asst Director of Finanaal Services
(Si na re) (Print or Type)
Name Cathenne A Johnson Date December 27, 2013
(Print or Type)
00-35-0057NSBW 05-142013 HS Page 1 of 2
Bank of America — Confidentfal 02013BankofAmencaCorporation
TREASURY SERVICES DELEGATION OF AUTHORITY FORM
Gwdelines for completion
Complete the Cert�fication below only if the signer of the Delegation of Authonty form did not also sign the Authonzation and Agreement
page of the Terms and Conditions or is not an incumbent occupying the same position as the signer of that agreement
If Client specified below is a
• Corporation — The corporate secretary or an assistant corporate secretary must sign this Certification
• Partnership, L�m�ted Liabdity Company or Limited Liabdity Partnership — One of the general partners or members must sign this
Certification
• Governmental Entity — The entity's counsel must sign this Certification
• Sole proprietor — A sole propnetor does not need to complete this Certification
D CERTIFICATION
I cerUfy that the signature appeanng in section C of this form is the true signature of a person authonzed to execute the form on behalf of
the Client, and further certify that I have full authonty to execute this certification The Bank is ent�tled to rely upon this certificat�on untd
wntten notice of its revocation �s delivered to Bank
Dated � City of Bremerton
! � /y (Name of Chent)
(Signature)
Patty Lent
(Pr�nt or Type Name)
Mayor
(Prmt or Type Title)
00-35-0057NSBW 05-14-2013 HS Page 2 of 2
Bank of America — Confidential p2013BankofAmencaCorporaUon
TABLE OF CONTENTS
INTRODUCTION ...... .......................................................... .... ... . 1 �
TREASURY SERVICES . ..... ...... .... ........................................................................................2
ACCOUNT RECONCILEMENT 2
AUTOMATED CLEARING HOUSE (ACH) 2
AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND AUTHORIZATIONS 5
ACH POSITIVE PAY 5
CASHPAY� 7
CHECK ISSUANCE AND DOCUMENT PRINTING S
CHECK TRUNCATION 9
CLIENT-PRINTED DRAFTS 9
COIN AND CURRENCY ORDERS 10
COLLECTION LETTERS 11
CORPORATE CARD 11
COMMERCIAL DEPOSITS 15
COMMERCIAL PREPAID CARD 20
CONTROLLED BALANCE ACCOUNTS 21
CONTROLLED DISBURSEMENT 22
CUSTOMER-INITIATED PAYMENTS 23
DATA AGGREGATION AND USAGE SERVICE 23
ELECTRONIC BILL PAYMENT CONSOLIDATION 26
ELECTRONIC DATA INTERCHANGE (EDI) 26
ELECTRONIC FOREIGN EXCHANGE 27
ELECTRONIC STOP PAYMENT 29
IMAGE SERVICES 29
INFORMATION REPORTING 30
LOCKBOX 31
NOTIFICATION SERVICE 32
PAYMENT AND INVOICE PROCESSING SERVICES 32
POSITIVE PAY 34
RECLEAR 36
RE-PRESENTMENT CHECK (RCK) 36
AD-AG-0455B (2010) rv
TAX PAYMENTS 37
WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS 39
ELECTRONIC TRADE SERVICES .. . .... .. .... . . . . .. ... . .. .... ... .... ..... . ...43
COLLECTIONS 43
STANDBY AND COMMERCIAL LETTERS OF CREDIT-ISSUED 44
OPEN ACCOUNT 46
STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) 47
COMMERCIAL LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) 48
INFORMATION REPORTING AND IMAGE ACCESS 50
SUPPLY CHAIN 50
SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION
FOR ALL ELECTRONIC TRADE SERVICES 51
GENERAL PROVISIONS ... ................................. ........ ... ... . . .. . . . .. ........ .... . 52
ACCESSING SERVICES VIA THE 1NTERNET 52
CHANGES TO A SERVICE 53
COMMLINICATIONS 53
CONFIDENTIALITY 53
CURRENCY EXCHANGE RATES 55
E-STATEMENTS 55
FACSIMILE SIGNATURES 55
GENERAL MATTERS 56
GOVERNING LAW 57
LIMITATION OF LIABILITIES 57
OVERDRAFTS 58
PAYMENT FOR SERVICES 58
PROTECTION FROM THIRD PARTIES 59
REPRESENTATIONS AND WARRANTIES 59
RESOLUTION OF DISPUTES 59
SOFTWARE LICENSE 60
SUSPENSION AND TERMINATION 63
GLOSSARY OF TERMS . . ... . . .. ... .. ... . ..... . .... . . .. .. ... 65
AD-AG-04556 (2010) v
INTRODUCTION
Thank you for choosmg the Bank of Amenca Corporat�on group of financ�al mst�tut�ons for your worldwide
treasury management busmess needs We appreciate the opportumty to serve you If you have any quest�ons about
ow extens�ve array of treasury services (mcludmg the locations where each serv�ce �s available) or about th�s
Booklet, please contact your treasury serv�ces representative
Capitalized terms used m th�s Booklet are defined m the Glossary The terms "we," "us" and "our" refer to each of
the Bank of Amenca Corporat�on subs�diary banks which prov�de you a particular Serv�ce under the terms of th�s
Booklet The terms "you" and "your" refer to each Cl�ent ident�fied on the Author�zat�on and Agreement for
Treasury Serv�ces
Th�s Bookiet contams the terms and condrt�ons under wh�ch we prov�de you worldwide treasury serv�ces It �s used
m con�unct�on w�th the Account Agreement which covers account terms and condrtions Please read this Booklet
carefully and keep �t for your records
By s►gnmg and returnmg the Authonzat�on and Agreement form ►n the front of th�s Booklet, you agree to the
General Prov�s�ons sect�on of this Booklet (wh�ch contams terms and cond�tions appl�cable to all Serv�ces), except
that you agree to the Software L�cense section of the General Prov�sions only to the extent we prov�de you Software
m connect►on w�th one or more Serv�ces You also agree to those portions of the Treasury Services and Electromc
Trade Serv�ces sections of th�s Booklet whtch contam the spec�fic terms and condrt�ons that relate to the Services we
provide to you If you would l�ke an add�tional Service, �t will be covered by the terms and conditions of this
Booklet once we have approved your use of the Service You may begm usmg the Service when we have received
all required and properly executed forms and you have successfully completed any testmg or tra�mng requ�rements
To assist m our establishment or mamtenance of overdraft limits or other processmg arrangements, or to assist m our
comphance wrth appl�cable laws, rules and regularions, you shall prov�de us w�th such financ�al and/or other
►nformation as we reasonably request
Whenever you use any of the Serv�ces covered by th�s Booklet, you agree to be bound by these terms and
condrt�ons, as amended from t�me to t�me, and to follow the procedures m the appl�cable Matenals
AD-AG-0455B (2010)
TREASURY SERVICES
We offer a wide variety of treasury serv�ces Each Serv�ce has many features and opt�ons Your treasury serv�ces
representat�ve will be happy to descnbe these to you and to recommend those that w�ll best meet your needs
A List of Banks and Sernces is enclosed wrth this Booklet Th�s l�st mcludes the names of each Bank of Amenca
Corporation subs�d�ary bank offermg Serv�ces under th�s Booklet and the names under wh�ch we currently offer
those Serv�ces Please contact your treasury serv�ces representahve at any rime �f you w�sh to receive an updated hst
ACCOUNT RECONCILEIVIENT
Our Account Reconcilement Serv�ces will help you reconc�le and manage the credrt and debit activity m your
accounts Detailed mformation regardmg the features offered for such Serv�ces is available m the appl�cable User
Documentat�on
Your use of an Account Reconcilement Serv�ce does not affect any of your obhgat�ons, which are descnbed m the
appl�cable Account Agreement, to discover and report with respect to yow accounts (mcludmg �omt accounts where
perm�tted) (�) unauthonzed signatures, alterat�ons or endorsements on checks and (i�) unauthonzed Requests and
other d�screpanc�es Your use of this Sernce or our rece�pt of mformarion assoc�ated wrth this Serv�ce does not
mcrease our duty with respect to accounts or the payment of checks
AUTOMATED CLEARING HOUSE (ACI�
This sect�on appl�es only to ACH Serv�ces w�thm the Umted States of Amenca and does not apply to cross-border
ACH transachons and other Internat�onal Electromc Funds Transfer Serv�ces which are covered by the Wve
Transfers and International Electromc Funds Transfers section m this Booklet
Ow ACH Services allow you to transfer funds to or from your accounts by mitiatmg Entries wh�ch may be sent
through the ACH system or processed d�rectly to accounts w�th us
We may send Entr�es to any ACH processor selected by us or directly to another bank Each ACH Serv�ce is
descnbed m the appl�cable User pocumentat�on You authonze us to �ssue Depository Transfer Checks (DTCs), as
mstructed by you or as reasonably determmed by us to be appropnate The cap�tal�zed ACH terms appearmg m
ital�cs below are defined m the NACHA Rules
COMPLIANCE WITH NACHA RULES, LAWS, AND ADDITIONAL REQUIREMENTS
You agree to comply w�th the NACHA Rules for all Entnes, whether or not an Entry is sent through the ACH
network You act as Ongnator and we act as Onganattng Depos�tory Ftnancial lnstttutaon (ODFI) w�th respect to
Entnes You will delrver Entnes to us as provided m the User pocumentat�on and the NACHA Rules The NACHA
Ru1es govern if they confl�ct with this Booklet, except that the file specification requ�rements m the User
Documentat�on govern if they conflict w�th the NACHA Rules For Entr�es that may be processed directly to
accounts w�th us, deb�ts and returns may be reported on next day mformat�on reportmg The User pocumentat�on
will govern if such timmg conflicts with the NACHA Rules
You agree to comply with applicable laws and regulat�ons You may not use this Service for any illegal transact�on
or actrv�ty, mcludmg under the regularions and laws of the recerver of your transaction Your comphance mcludes
adherence to applicable laws and regulat�ons, mcludmg Umted States econom�c sanct�ons laws and regulations,
regulations �ssued by the Office of Foreign Assets Control of the U S Department of the Treasury and Executive
Orders �ssued by the Pres�dent of the Unrted States
AD-AG-0455B (2010)
If you are actmg as a third party processor, we may request that you fum�sh us with add�t�onal mformat�on Such
�nformat�on may mclude, w�thout I�mrtation, data (�) regardmg your financ�al condition, (u) ver�fymg your
customers and the nature of their busmesses, and (m) suffic�ent for us to determme whether you are workmg with
addrtional ODFIs
Where a preauthonzed debrt Entry from a consumer's account varies m amount from the previous deb�t Entry, you
w�ll comply with the not�ce requirements set forth m the NACHA Rules, the Electromc Funds Transfer Act and
Regulat�on E of the Board of Governors of the Federal Reserve System, as appl�cable
AUTHORIZED PERSONS
Before usmg an ACH Service, you g�ve us a wntten list, m a form acceptable to us, of the persons authorized by you
to venfy the authent►city of Entnes and Reversal/Delet�on Requests m accordance with the Secunty Procedure and
to perform certam other dut�es m connection with such Serv�ce
SECURITY PROCEDURE
You agree to use the Security Procedure, if any, when you deliver Entnes or Reversal/Delet�on Requests to us The
purpose of the Secur�ty Procedure is to venfy the authent�city of Entnes and Reversal/Delet�on Requests del�vered
to us m your name and not to detect any errors m the transm�ss�on or content of Entr�es Each t�me you use an ACH
Service, you represent and warrant that, m v�ew of your requirements, the Secur�ty Procedure �s a sat�sfactory
method of venfymg the authent�crty of Entnes and Reversal/Deletion Requests You agree that we may act on any
Entnes or Reversal/Delet�on Requests after we have venfied �ts authent�c�ty through use of the Secunty Procedure
WARRANTIES
Each time you use an ACH Serv�ce, (�) you warrant that you have obtamed appropnate authonzat�on from each
Recetver and that Entnes conform to such authonzat�on and comply w�th the NACHA Rules, and (u) you make the
same warranties to us as we make under Section 2 2(or any successor section) of the NACHA Rules
PAYMENT WITH RESPECT TO ENTRIES
We generally debrt your account on the settlement date for cred�t Entnes (mcludmg deb�t Reversals) unless you are
prefunding your Entnes Prefundmg means that you are required to pay for all credit Entnes before the settlement
date as we may specify, usmg a Standalone Account If your account �s not a Standalone Account, we may at any
time convert rt to a Standalone Account for prefundmg We may, at our discret�on, wrthout pnor not�ce to you,
require prefundmg before we process your cred�t Enmes We are not obhgated to process any credrt Enmes, even �f
we have done so m the past, w�thout havmg first been pa�d by you, but, �f we do, the amount is �mmediately due and
payable without notice or demand
You will pay us for the amount of any returned deb�t Entries (mcludmg re�ected deb�t Entnes), any ad�ustment
Entnes or any returned DTCs, which we have prev�ously cred�ted to your account Such amounts shall be
�mmed�ately due and payable You agree that we do not need to send a separate not�ce of deb�t Entr�es or DTCs
which have been returned unpa�d You may request reports contammg mformation regardmg returned deb�t Entnes
and DTCs
ACTING ON ENTRIES
We send Entnes to the ACH processor for settlement on the Effect�ve Entry Date shown on the Entnes, if we
rece�ve the Entr�es by the appl�cable processmg deadlmes specified m the User pocumentation for the ACH Serv�ce
bemg used We may treat Entries that we recerve for process�ng after a deadhne as if recerved on the next Busmess
Day Entnes will be deemed rece�ved by us when we recerve the complete file at the locarion spec�fied m the User
Documentation
AD-AG-0455B (2010)
REJECTION OF ENTRIES
We may re�ect any Entry that does not comply with the requirements of th�s Booklet or the applicable User
Documentation, mcludmg any ACH processmg hmits descr�bed m the User pocumentation, or that we are unable to
venfy through use of the Secur�ty Procedure We may also re�ect any Entry that may be returned for any reason
under the NACHA Rules or if you have breached your payment obl�gations for any ACH Service we provide to you
We may also, w�th immediate notice to you, no longer accept or process your deb�t Entnes
Notice of re�ect�on will be g�ven to you by telephone, by electromc means, by facsimile or by mail w�thm the t�me
penod spec�fied m the User pocumentation and will be effective when g�ven We are not I�able for the re�ect�on of
any Entry and are not obligated to pay you mterest for the penod before you receive the not�ce of re�ection If an
Entry �s re�ected for any reason, �t �s your responsibil�ty to correct the Entry you mtend to resubmrt
REVERSAL OR DELETION
We have no obl�gat�on to cancel or amend any Entry after we have received it If you send us a ReversallDeletion
Request and we are able to venfy the authent�c�ty of the Reversal/Delet�on Request usmg the Secunty Procedure, we
will make a reasonable effort to act on your Reversal/Delet�on Request We will not be l�able to you �f such
Reversal/Delet�on Reyuest �s not effected (for example, but not limited to, �f it �s returned for non-suffic�ent funds)
You agree to mdemmfy us m connection with any such Reversal/Delet�on Request as prov�ded m UCC 4A Your
obligations under this prov�s�on will survive the ternunation of any ACH Serv�ce
PROVISIONAL PAYMENTS
You agree to be bound by the provision of the NACHA Rules prov�ding that payment of a cred�t Entry by the
Recervtng Depos�tory Ftnancial lnstttution (RDFI) to the Recerver is prov�s�onal until the RDFI recetves final
settlement for the Entry If final settlement �s not received, the RDFI �s ent�tled to a refund from the Receiver of the
amount credited Th�s means that the Recetver will not have been pa�d
Our payment of any debit Entry, returned credtt Entry or cred�t Reversal �s prov�s�onal until we rece�ve final
settlement for the Entry or Reversal If final settlement �s not rece�ved, we are ent�tled to a refund and we may
charge your account for the amount previously cred�ted We may delay the availabil�ty of any amount cred�ted for a
debrt Entry or credrt Reversal �f we bel�eve that there may not be suffic�ent funds m your account to cover any
chargeback or return of the Entry or Reversal
INCONSISTENCY OF NAME AND NUMBER
An RDFI can make payment to a Recetver based solely on the account number, even �f the name m the Entry differs
from the name on the account We will send an Entry to an RDFI based solely on the bank �dentifymg number you
provide, even �f you prov�de us w�th a different RDFI name
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Informat�on concernmg Entnes will be reflected m your account statements and, m some cases, m the form of
wntten or electromc advices or reports that are produced by one of our Informat�on Reportmg Services You must
send us wntten not�ce, wrth a statement of relevant facts, withm 14 days after you receive the first not�ce or a
statement mdicatmg a discrepancy between our records and yours If you fail to g�ve the required not�ce, we will not
be l�able for any loss of mterest or for compensat�on for any other loss or cost relatmg to an unauthorized or
erroneous debrt to your account or any other discrepancy reflected m the not�ce or account statement You must
not�fy us promptiy by telephone or other electromc means approved by us for such purpose, and confirm such not�ce
m writmg, of mformation concernmg an unauthonzed or erroneous debit to yow account if you learn about or
d�scover rt from any source other than a statement, advice or report from us
AD-AG-0455B (2010) 4
AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND AUTHORIZATIONS
This secrion appl�es only to ACH Blocks and Authonzat�ons Serv�ces for Entnes received m the Unrted States of
Amenca
With the ACH Blocks and Authonzat�ons Serv�ces, you prov�de us w�th the authonzation cr�tena for Entnes you
des�re to receive for debrt or credrt to your account We will automat�cally return any Entry which does not meet
your authorization cntena
We may also return an Entry that would be returned for any reason under the NACHA Rules The ACH Blocks and
Authorizations Services do not apply to transactions between you and us, and we may pay Entnes wh�ch you have
authonzed us to ongmate agamst your account (e g, loan or credit card payments), whether or not you have
mcluded these m your author�zation cr�tena We may also pay any Entr�es, Reversals or ad�ustments wh�ch we are
requ�red to accept under the NACHA Rules, operatmg cuculars or any other apphcable rule, gutdelme or regularion
You are respons�ble for prov�dmg authonzation cntena m a manner and form acceptable to us In your authonzat�on
cr�ter�a you may specify a maximum amount for authorized Entnes, m wh�ch case you must specify the amount m
dollars and cents
You agree to comply w�th the NACHA Rules for all Entnes Under the NACHA Rules, credit Entnes are
provts�onal and may be revoked prior to final settlement If the credit Entry �s revoked before final settlement and
final settlement is not received, we may charge your account for any amount previously cred�ted to your account In
th�s mstance, the person who ongmated the credit Entry is cons�dered not to have paid you and we do not send a
separate not�ce regardmg such failed payment
If an ACH Blocks and Author�zat�ons Serv�ce �s termmated for any reason, we will no longer be obligated to
momtor Entnes agamst your authonzat�on cntena and will recerve and accept or return Entnes to your account m
accordance wrth our normal procedures You still have the nght to return Enmes m accordance w�th the NACHA
Rules
If you also subscnbe to our ACH Posit�ve Pay Services as descnbed m th�s Booklet, you will st�ll need to make your
pay or return dec�sions under your ACH Posrtrve Pay Services Such dec�sions will supersede the terms contamed m
your ACH Blocks and Authonzations Serv�ces
ACH POSITIVE PAY
Our ACH Pos�t�ve Pay Services allow you to �dentify except�on rtems, and to mstruct us whether to pay or return
those �tems An except�on �tem �s an ACH Entry not prev�ously authonzed by you
On each Busmess Day, we not�fy you of ACH deb�t and cred�t Entnes presented to us for settlement on that
Busmess Day and wh�ch we have �dentified as except�ons based on authorizarion mformat�on you have provided to
us (as more fully descnbed in the appl�cable User pocumentat�on) Except�ons are determmed by companng ACH
Entnes presented to us (mcludmg by other depository mst�tut�ons, ACH operators or by us) with the authorization
mstruct�ons you have provided Alternatively, you may choose not to authorize any ACH Entnes, m wh�ch case we
will treat all such ACH Entries as except�on rtems
On the same day we report except�on �tems to you, you must notify us, by the deadlme spec�fied m the appl�cable
User pocumentat�on, wh�ch ACH Entnes you want us to pay/accept or wh�ch to return If you fail to notify us by the
deadlme, we w�ll handle the exception �tems m accordance w�th the prescnbed default procedure as outlmed m the
User pocumentat�on Where required, you will md�cate which ACH Entnes you want us to return, havmg been
deemed by you to be unauthonzed Our deadhnes, return procedures and procedures for authonzmg ACH Entr�es
are descr�bed m the applicable User pocumentation In order to assist you m makmg your dec�s�on whether we
AD-AG-0455B (2010)
should pay or return except�on rtems, you may w�sh to contact your tradmg partner or ACH customer support for
further mformat�on This will not however extend your deadlmes to pay or return
Before usmg the ACH Posit�ve Pay Sernces, you must ent�tle, m a form or manner acceptable to us, the persons
authonzed by you to perform certam dut�es m connection with such ACH Posit�ve Pay Serv�ces
You must access the daily reports of except�on �tems v�a one of our Websites Usmg such Website, you must then
not�fy us which except�on items to pay/accept or wh�ch to return If you fail to notify us by the deadlme, we will
handle the except�on items m accordance w�th the prescribed default procedure as outlmed m the User
Documentation
Where ava�lable, we prov�de you a report of except�on �tems You must then not�fy us wh�ch �tems to pay/accept or
wh�ch to return If you fail to not�fy us by the deadlme, we will handle the exception rtems m accordance wrth the
prescnbed default procedure as outhned m the User pocumentahon
Where available you may request to recerve certam types of notificat�ons of your except�on �tems These
noUficarions are further descnbed m the apphcable User pocumentat�on
By usmg the ACH Positive Pay Sernces, you authorize us to return ACH Entnes or to pay/accept ACH Entnes m
accordance w�th your author�zat�on �nstructions and the return procedure m the appl�cable User pocumentat�on We
will have no liabil�ty for payment of an ACH Entry wh�ch �s unauthonzed if (i) the ACH Entry �s mcluded m a
report of exception items, and (ii) you do not g�ve us timely mstruct�ons to return the ACH Entry
You acknowledge that our ACH Pos�tive Pay Serv�ces do not preclude our standard ACH processmg procedures,
wh�ch may cause an ACH Entry to be d�shonored even �f your mstruct�ons do not otherw�se require us to return such
ACH Entry
You acknowledge that if we rece�ve an ACH Entry after the deadlme, wh�ch �s �dent�fied as an exceprion �tem, the
exception �tem w►Il be handled as more fully descnbed m the applicable User pocumentat�on
You acknowledge that our ACH Posrtrve Pay Services are mtended to be used to �dent�fy and return ACH Entr�es
wh�ch you suspect m good fa�th are unauthonzed They are not mtended to be used as a subst�tute for authorization
mstruct�ons or to delay your pay/accept return dec�sions on except�on rtems, mcludmg and not hmrted to stop
payment orders on ACH Entnes which are not suspected m good fa�th to be unauthorized if we suspect or deem, m
our sole d�scretion, that you are usmg the ACH Posirive Pay Serv�ces contrary to those mtent�ons, we may reqwre
you to prov�de ev�dence that ACH Entnes we return pursuant to your mstructions were m fact unauthonzed In
add�t�on, we may hold you liable for losses we sustam on ACH Entries which we are requested to return under such
ACH Posrtive Pay Serv�ces and wh�ch you do not reasonably estabhsh as unauthonzed ACH Entr�es
ACH Pos�t�ve Pay Serv�ces do not apply to transact�ons between you and us We may pay Enmes which you have
authonzed us to ongmate agamst your account ( e g, loan or credrt card payments), whether or not you have
mcluded these m your authonzat�on cntena We may also pay any Entr�es, Reversals or ad�ustments which we are
required to accept under the NACHA Rules, operatmg c�rculars or any other appl�cable rule, gu�delme or regulation
If you also subscr�be to our ACH Block and Authonzation Services, you will still need to make your pay or return
dec�s�ons under your ACH Posit�ve Pay Serv�ces Such dec�s�ons w�ll supersede the terms contamed m your ACH
Block and Authonzation Sernces
AD-AG-0455B (2010)
CASHPAY�
Our CashPay� Serv�ce allows you to pay your employees and other payees by duectly depos�tmg payments to their
CashPay accounts Your payees can immed�ately access the�r money through ATMs, pomt-of-sale (POS) ternvnals
and over-the-counter cash access transactions at offices of financ�al mstrtutions that accept V�sa� cards
CASHPAY FUNDING OPTIONS
You may fund the CashPay accounts m one of two ways by m�t�atmg Entnes through the Automated Cleanng
House (ACH) system or, upon our approval, by mstructmg us to transfer funds from a depos�t account you mamtam
w�th us (ACH Services are governed by the ACH sect�on of this Booklet )
If you choose to pay by the transfer of funds from your account w�th us, we wili debit your account followmg
rece�pt of your payment mstruct�ons m a mutually agreed-upon format and method You must have suffic�ent
Collected and Available Funds m your account to cover the transfer amount In the event that suffic�ent funds are
not available at the t�me of settlement, you agree that we may take steps to protect ourselves, mcludmg refusmg to
fund CashPay accounts and termmahng the CashPay Serv�ce (wh►ch will not affect funds prev�ously transferred to
CashPay accounts), w�thout mcurnng any liab�lity to you or your payees
CERTIFICATION OF ENROLLMENT INFORMATION
You must provide us mformat�on for each payee who w�shes to open a CashPay account Each time you provide us
w�th such mformation or m�t�ate a transfer of funds to a CashPay account, you cert�fy that the followmg statements
are true and accurate as of such date
• The payee is ent�tled to receive payments �ssued by you, and �s otherw�se qualified to partic�pate m the
CashPay program
• All mformat�on prov�ded by you about the payee is correct, mcludmg but not l�m�ted to the payee's
name, date of birth, physical address, social secunty number or other ident�fymg mformat�on contamed
m another form of ident�ficat�on �ssued by a governmental entity, employment/occupat�on, method of
verificat�on, country of citizensh�p, country of res►dence and source of mcome
• If the payee �s to rece�ve wage payments through a CashPay account, the payee �s legally employable m
the Umted States of Amenca
• You have prov�ded the payee the explanatory CashPay Service mformation that we have prov�ded to you
for that purpose, mcludmg the USA PATRIOT Act disclosure, and the payee has author�zed the transfer
of wages to the CashPay account
• The payee has not cancelled the authonzation to transfer the wages to the CashPay account
You agree to notify us promptly of any changes to the payee enrollment mformation you have provided to us for this
Service or if any employee who has a CashPay Account �s no longer employed by you Upon our request, you will
promptly provide us any add�honal mformation for each payee to allow us, among other thmgs, to ver�fy enrollment
mformahon
ADDITIONAL LIMITATION OF LIABILITY
As a general rule, ATMs cannot d�spense cash m mcrements other than $5, $10 or $20 This means that your payees
may not be able to w�thdraw at an ATM all funds paid by you to the payees' CashPay accounts We will wire the
difference to any payee who requests such payment, however, we will not be respons�ble �f your payees or others
assert a cla�m agamst us due to th�s mability to w�thdraw all funds at an ATM
PROMOTIONAL MATERIALS
We will provtde you w�th explanatory documentation for you to g�ve your payees We will provide to each payee
the CashPay agreement, wh�ch d�scloses the terms and cond�tions of each payee's CashPay account Such payees are
AD-AG-0455B (2010)
not entrtled to any nghts or benefits we give to our other deposrt account holders or debit card holders unless such
nghts or benefits are contamed m the CashPay agreement
You must obtam our pnor written consent �f you elect to promote the CashPay Serv�ce usmg matenais (m any
format) other than the documentat�on we prov�de to you for that purpose
CHECK ISSUANCE AND DOCUMENT PRINTING
W�th our Check Issuance and Document Prmhng Serv�ces, you may request us to (1) create checks on yow behalf
that are drawn on erther (i) accounts owned and mamtamed by you wrth us or another bank or (n) accounts
des�gnated and owned by us, and/or (2) prmt and mail on your behalf statements, mvoices and other documents
AUTHORIZED PERSONS
Before usmg a Check Issuance and Document Pnntmg Serv�ce, you give us a wntten list, m a form acceptable to us,
of the persons authonzed by you to perform certam duties m connection with such Sernce If you use a third party
to perform certam dut�es, you will prov�de such authonzat�on m a form acceptable to us
SECURITY PROCEDURE
You agree to use the Secur�ty Procedure when you deliver Check Issuance Requests or pocument Pnnring Requests
or electromcally transm�t Stop Payment Requests to us or our thud party processor The purpose of the Secunty
Procedure is to venfy the authent�city of Check Issuance Requests, Document Pnntmg Requests and Stop Payment
Requests del�vered to us or our third party processor m your name and not to detect any errors m the transm�ssion or
content of these messages Each t�me you use a Check Issuance and Document Pnnt�ng Service, you represent and
warrant that, m view of your requ�rements, the Secunty Procedure �s a satisfactory method of venfymg the
authentic�ty of Check Issuance Requests, Document Pnntmg Requests and such Stop Payment Requests You agree
we or our third party processor may act on any Check Issuance Request and Document Pnntmg Request and any
electron�cally transrrutted Stop Payment Request the authent�crty of which we or our third party processor, as
appl�cable, have venfied through use of the Secunty Procedure
STOP PAYMENT REQUESTS
You must submit Stop Payment Requests tn accordance w�th the appl�cable User pocumentat�on or Account
Agreement, as appropnate Generally, you may send us or our th�rd party processor a Stop Payment Request with
respect to a check drawn on an account des�g�ated and owned by us only �f the check �s lost, stolen or destroyed In
such case, you must complete and prov�de us with a declarat�on of loss and mdemmty agreement reasonably
acceptable to us If you wish to stop payment on a check drawn on an account you mamtam w�th us, you must make
your request as provided m the appLcable Account Agreement
YOUR RESPONSIBILITIES
You must create and transrrut to us or our third party processor a Check Issuance Request for each check you want
us to issue on your behalf and a Document Pnntmg Request for each document you want us to pnnt and mail on
your behalf You must make certam that each Check Issuance Request and Document Pnntmg Request conforms m
form and substance to the requirements, mcludmg cutoff times on a Busu►ess Day, descr�bed m the applicable User
Documentat�on
If you have not rece�ved an acknowledgment message from us or our third party processor w�thm the t�me per�od
specified m the appl�cable User pocumentation, then you must contact customer support for mstruct�ons before
resubrrvttmg any Check Issuance Request, Document Pnr►tmg Request or other message m�t�ally transm�tted to us or
our third party processor through a Serv�ce
In the case of checks drawn on accounts designated and owned by us, you must ensure that Collected and Available
Funds, sufficient to cover the total of all checks issued, are on depos�t m your accounts We will deb�t your account
AD-AG-0455B (2010)
to cover such checks when we receive your Check Issuance Request In the case of checks drawn on accounts
designated and owned by you, you will be governed by the appl�cable Account Agreement In the case of checks
drawn on accounts designated and owned by you and mamtamed at another financial mstrtut�on, the processmg of
those checks may be governed by add�t�onal terms between you and that financ�al mstitut�on
CHECK TRUNCATION
With our Check Truncation Service, we store copies of your canceled checks on image arch�ve, m�crofilm or other
media and destroy the checks You do not receive your canceled checks We will prov�de a copy of any check that
you request for up to seven years from the date the check was pa�d agamst your account To request a copy, you
must prov�de us wrth suffic�ent mformat�on for us to identify the rtem, mcludmg the Magnet�c Ink Character
Recogmtion (MICR) ser�al number, account number, exact amount (dollars and cents) of the check, statement
reference number, �f any, and postmg date We may also ask you for add�t�onal ident�fymg mformat�on
Special serv�ces such as microfilm or review of dates, dollar amounts, senal numbers or s�gnatures may not be
available m connect�on with the Serv�ce
Notw�thstandmg the L�mitation of L�abilrties section of this Booklet, if we are unable to provide a copy of a check
as requested by you under a Service, our l�abilrty will be l�m�ted to your actual damages but will not, m any event,
exceed the amount of the check
CLIENT-PRINTED DRAFTS
With our Cl�ent-Pnnted Drafts Serv�ces, you use your computer (usmg Software we prov�de or by accessmg a
Websrte) to pnnt drafts (which may mclude drafts denommated m a currency other than the currency m which the
relevant account is denommated) drawn on either (�) accounts mamtamed by you wrth us or another bank or (u)
accounts des�gnated and owned by us
AUTHORIZED PERSONS
Before usmg a Client-Pnnted Drafts Serv�ce, you give us a wntten l�st, m a form acceptable to us, of the persons
authorized by you to perform certam duties m connect�on wrth such Serv�ce
SECURITY PROCEDURE
You agree to use the Security Procedure when you delrver Payment Adv�ces or electromcally transmrt Stop Payment
Requests to us The purpose of the Secur�ty Procedure �s to verify the authenricity of Payment Advices and Stop
Payment Requests del�vered to us m your name and not to detect any errors m the transmiss�on or content of these
messages Each t�me you use a CLent-Pnnted Drafts Service, you represent and warrant that, m v�ew of yow
requvements, the Secunty Procedure is a sarisfactory method of venfymg the authenricity of Payment Adv�ces and
such Stop Payment Requests You agree that we may act on any Payment Advice or electromcally transm�tted Stop
Payment Request the authent�c�ty of wh�ch we have venfied through use of the Secunty Procedure
STOP PAYMENT REQUESTS
Generally, you may send us a Stop Payment Request w�th respect to a draft drawn on an account designated and
owned by us only if the draft �s lost, stolen or destroyed In such case, you must complete and prov�de us w�th a
declarat�on of loss and mdemmty agreement reasonably acceptable to us If you wish to stop payment on a draft
drawn on an account you mamtam with us, you must make yow request as prov�ded m your Account Agreement
YOUR RESPONSIBILITIES
You must venfy the contents of each sh�pment of blank draft stock and s�gn and return to us the rece�pt
accompanymg each sh�pment or not�fy us of any discrepancy You must not�fy us �mmed�ately �f any draft stock �s
lost or stolen You will be I�able for any damages ansmg out of the loss or theft of any draft stock rece�ved by you
AD-AG-0455B (2010)
You must create and transm�t to us a Payment Adv�ce for each draft you �ssue usmg a Service You must make
certam that each draft, Payment Adv�ce and electromcally transm�tted Stop Payment Request conforms m form and
substance to the requ�rements, mcludmg cutoff t�mes on a Busmess Day, descnbed m the appl�cable User
Documentation
You must retransmit any Payment Advice, electromcally transm�tted Stop Payment Request or other message
mrt�ally transmitted to us through a Service �f you have not recerved an acknowledgrr►ent message from us w�thm the
rime penod spec�fied m the apphcable User pocumentat�on
OUR RESPONSIBILITIES
When we receive the Payment Adv�ce, we will transfer funds from your account with us to the bank account on
wh�ch the draft is drawn
We will prov�de you wrth blank draft stock and wrth the necessary Software and/or access to a Website
PAYMENT WITH RESPECT TO DRAFTS
You agree you w�ll not �ssue any drafts usmg a Service which would cause your appl�cable account balance,
accordmg to your records, to be exceeded if your records and ours d�sagree regardmg the account balance, our
records will control for purposes of these Serv�ces You must ensure that Collected and Available Funds, sufficient
to cover the total of all drafts issued, are on depos�t �n your account each Busmess Day before the t�me stated m the
applicable User pocumentat�on
COIN AND CURRENCY ORDERS
Our Com and Currency Order Services allow you to place orders for com and currency (as used m th�s section,
"change orders") w�th ow cash vaults or the vaults of vazious armored carr�ers at which we mamtam a cash
mventory Some of these annored carrier vaults have been des�gnated by us as our extended vaults
Before usmg a Com and Currency Order Serv�ce, you w�ll prov�de us with the names and locat�ons of the person(s)
authonzed by you to rece�ve the access IDs and PINs requ�red to use the Service We w�ll prov�de such persons wrth
access IDs and PINs so that change orders can be placed via a voice response system or electromcally via a
transm�ssion, m accordance wrth the appl�cable User pocumentarion
In order to use the Com and Currency Order Serv�ce, you must contract separately w�th an armored camer serv�ce
that �s acceptable to us to prov�de for the transportation of the com and currency, which you have ordered, from one
of our cash vaults, one of our armored carr�er vaults and/or another locat�on des�gnated by us Such armored camers
are your agents Your annored carr�ers must contmue to meet our requ�rements In the event that they do not, we
may not allow them to pick up your orders unt�l they meet our requ�rements
You authonze us to act upon any request for com or currency made m accordance w�th th�s Booklet and the
procedures descr�bed m the appl�cable User pocumentation In connect�on w�th any com and currency you order
from our cash vaults or our armored carr�er vaults, you authorize us to debit your account (�) on the day that such
com and currency are available for release from such vault to your armored carr�er, or (u) on the day that we del�ver
such com and currency to another location for p�ckup by your armored carr�er, as applicable Each time you use a
Com and Currency Order Service, you represent and warrant that you have sufficient Collected and Available Funds
m your account for each change order requested by you We have no obligation to release any com and currency
ordered by you unless there are sufficient Collected and Ava�lable Funds m the designated account or suffic�ent
funds under a lme of cred�t to pay for such order at the time scheduled for release of the com and currency to the
armored camer
AD-AG-0455B (2010) 1 O
COLLECTION LETTERS
Our Collect�on Letter Serv�ces allow you to forward us drafts, checks and travelers checks (as used m th�s sechon,
"�tems") drawn on banks outside of the Umted States and (i) denommated m U S dollars or (�i) drawn �n specified
foreign currencies (as descnbed m the appl�cable fee schedules or User pocumentahon) for collect�on
You must prepare and forward a transm�ttal letter, m a form acceptable to us, along with those items you want us to
process for collect�on m accordance with the applicable User pocumentat�on You agree that you will only request
collecrion on �tems wh�ch are drawn on banks outs�de of the Unrted States (i) m U S dollars or (n) m spec�fied
fore�gn currenc�es (as described m the apphcable fee schedules or User pocumentat�on) for collechon
We will send each �tem you forward to us for collection to the bank on wh�ch such �tem was drawn or to an
appropnate correspondent bank We w�ll generally credrt yow account for each item on the first Busmess Day
followmg the day on wh�ch we rece�ve payment for each such item at our then-prevailmg buy rate for the applicable
currency We will deduct all service fees and charges, plus any correspondent bank fees and charges, from the
amount of any payment credited to your account for such �tems Spec�al handlmg or serv�ces other than collect�on of
the items will be charged m accordance with our spec�al handlmg fees (as descnbed m the applicable fee schedules
or User pocumentat�on)
We will send you a wntten adv�ce showmg the applicable buymg rate and fees and chazges for each rtem we process
as a collect�on item through use of a Collect�on Letter Serv�ce
Any credit given for the rtems rece�ved for collect�on �s prov�s�onal only, and �s sub�ect to our actual receipt of cash
proceeds We may charge back any �tems at any time, whether the �tem �s returned or not You bear all nsk of return,
mcludmg without I�mitahon the risk of late returns and fraudulent �tems If we take an item payable m fore�gn
currency for collect�on, you will bear all exchange rate nsk
Clearance of foreign �tems is sub�ect to the regulations of the foreign country, and such regulat�ons are d�fferent
from U S Federal Reserve regulations We will contact you when mformat�on �s rece�ved if you request and we
agree, we will deterrrune the status of any collecUon rtem and you agree to pay phone or w�re charges mcurred for
such a request
We will use our discret�on regardmg the method of transm�ttmg rtems for collect�on Notw�thstandmg the Limitarion
of L�abilrties sect�on m this Booklet, the measure of damages for such failure shall be hmrted to the reasonable
expenses of obtammg dupl�cate items should the or�gmals be m�sd�rected, lost or destroyed, or such other damages
as are expressly provided for under applicable law
CORPORATE CARD
Our Corporate Card Serv�ces allow you to open Card Accounts for your busmess purposes, as described below You
may select from one or more of the followmg card programs purchasmg, travel and entertamment, accounts
payable or fleet If you have selected and we have approved you for a�omt and several I�abil�ty travei and
entertamment card program, the �omt and several liabil�ty travel and entertamment card program amendment to this
Booklet, mcorporated herem by reference, sets forth add�t�onal terms relatmg to the program Detailed mformation
regardmg such Serv�ces is available m the apphcable User pocumentation
OUR OBLIGATIONS
We will open Card Accounts upon your request which Cardholders or you may use to conduct Transactions for your
busmess We will assume that all Transact�ons made on a Card Account are authonzed by you until we receive and
have had a reasonable period of t�me to act upon wr�tten not�ce from you that the Cardholder �s no ]onger authonzed
to use the Card, Convemence Checks or the Card Account
AD-AG-0455B (2010) 11
Upon your request, we may also prov�de Convemence Checks wrth respect to your Card Accounts At your request,
we may also establ�sh a Card Account for wh�ch we asstgn only a Card Account number, but we do not �ssue a Card
If you so request, we w�ll prov�de to the Cardholder, at the address you or the Cardholder spec�fies, a monthly
billmg statement reflectmg the Cardholder's use of the relevant Card Account We may deny authonzation of any
Transaction �f we suspect fraudulent act�v�ty or Unauthorized Use or for any other reason Notwithstandmg anythmg
to the contrary m the L�mitat�ons of Liab�lrty sect�on of this Booklet, we will not be hable for any fa�lure to
authonze a Transaction
YOUR OBLIGATIONS
You will use each Card Account solely for your busmess purposes
You will pay for each Transact�on, regardtess of �ts purpose or whether you s�gned a sales draft or received a rece�pt,
m addrtion to our fees and charges
You represent and warrant to us that each Cardholder is a current employee or agent of your company You will
promptly furn�sh such financ�al and other mformat�on as we request for the purpose of rev�ewmg your abihty to
perform your obligations to us You represent and warrant to us that all such mformahon about your employees,
agents or your company �s accurate, sufficiently complete to give us accurate knowledge of your financ�al condit�on
and m compliance w�th all appl�cable rules, regulat�ons and laws
You and each Cardholder w�ll check to ensure that the mformat�on embossed on each new Card or prmted on each
Convemence Check �s correct, and you will contact us immediately if there �s an error
CHARGE LIMITS
For each card program, we w�ll grve you one total chazge limrt for all your Card Accounts We will also assign an
mdiv�dual charge limrt for each Card Account Upon your request and if approved by us, we may mcrease the total
charge hmrt or any md�v�dual l�mrt We may decrease the total charge hmrt or any md�v�dual l�mrt at our discret�on
You agree not to mcur obligat�ons which would cause the total charge lim�t for all your Card Accounts to be
exceeded if you do exceed this l�mrt, or �f any Cardholder's md�v�dual charge l�mrt �s exceeded, we may deem the
entire balance owmg to be �mmed�ately due and payable Add�t�onally, we may refuse any Transact�ons on all Card
Accounts or the mdrv�dual Card Account until a payment ts made to reduce the balance below the total chazge l�mit
or the md�v�dual charge l�mrt
TRANSACTIONS IN OTHER CURRENCIES
If you make a Transaction m a currency other than U S dollazs, V�sa� or MasterCard� will convert the charge or
cred�t mto a U S doliar amount The convers�on rate on the processmg date may d�ffer from the rate on the date of
yow TransacUon The exchange rate used by V�sa� w�ll erther be (i) a rate selected by V�sa� from a range of rates
ava�labie m wholesale currency markets for the appl�cable central processmg date, wh�ch rate may differ from the
rate V�sa� recerves, or (n) the government-mandated rate m effect for the central processmg date MasterCard� will
use an exchange rate of either (�) a wholesale market rate or (u) a government-mandated rate We may add an
Internat�onal Transact�on Fee The Internat�onal Transaction Fee is set forth m the schedule of charges currently m
effect for you The Internat�onal Transaction Fee w�ll be shown m the Act�vity section on your billmg statement and
aggregated m the Other Fees category m the Summary sect�on of yow statement
DISPUTES WITH MERCHANTS AND SUPPLIERS
We will have no liab�l�ty for goods or services purchased with, or for a merchant's or suppiier's failure to honor
purchases made with, a Card Account, Convemence Check or Card You agree to make a good fa�th effort to resolve
any d�spute w�th a merchant or a supplter ansmg from a Transact�on In a d�spute wrth a merchant or suppl�er, we
will be subrogated to your nghts and each Cardholder's nghts agamst the merchant or suppl�er and you w�ll assign
(and cause the Cardholder to ass�gn) to us the right to assert a billmg error agamst the merchant or supplier You
AD-AG-Q455B (2010) 12
will, and will cause the Cazdholder to, do whatever �s necessary to enable us to exerc�se those nghts We may
reverse from any Card Account any Transact�ons relaring to the dispute
A merchant or supplier may seek pr�or author�zat�on from us before completmg a Transact�on If you advise us m
wntmg that you desire to restrict Transact�ons to merchants fallmg w�thm certam categones we des�gnate m our
User pocumentat�on, we will take reasonable steps to prevent authonzation of Transact�ons from other types of
merchants We, however, will not be l�able to you if inerchants or suppl�ers nonetheless accept a Cazd, Convemence
Check or Card Account for other types of Transactions, or if authonzat�on for a Transact�on �s not grven
CONVENIENCE CHECKS
If we provide Convemence Checks w�th regard to a Card Account, they may not be used to make payment on the
Card Account We may pay a Convenience Check and post rts amount to the Card Account regardless of any
resmct�on on payment, mcludmg a Convemence Check that is post-dated, that states rt is void after a certam date or
that states a maximum or mmimum amount for which rt may be wntten Once paid, Convemence Checks will not be
returned to you or the Cardholder
If you w�sh to stop payment on a Convenience Check, you must call us at the customer service number shown on
your billmg statement and prov�de such mformat�on as we request or �s required under the relevant User
Documentat�on We w�ll stop payment �f we receive your request on or before the Busmess Day before the Busmess
Day on wh�ch we would otherwise pay the Convemence Check The date on which we would pay a Convemence
Check may be pr�or to the date �t would post to your Card Account A stop payment order will remam m effect for
up to s�x months
CARDLESS ACCOUNTS, ACCOUNTS NOT IN NAME OF INDNIDUAL
We may, at your request, establish a Card Account for wh�ch no Card is issued or establ�sh a Card Account with a
designation wh�ch �s not an actual md�vidual, mcludmg, w�thout l�mrtat�on, designation of a vehicle �dent�ficarion
number, l�cense number, department name or "Authonzed Representative" on the Cazd Account Notwithstandmg
any other term m this Booklet, you agree to be solely respons�ble for the use of any such Card Account, mcludmg,
w�thout l�mitation, any Unauthonzed Use
PAYMENT OF CARD ACCOUNTS, SECURITY INTEREST
We will prov�de to the Card Admm�strator, or other person you designate m wnhng to us, a billmg statement wh�ch
will �dentify each Transact►on posted dunng the billmg cycle and the date of the Transact�on The bilhng statement
will also l�st any applicable fees and charges for the Serv�ces If you have requested a Card Account for travel and
entertamment Transact�ons, we will prov�de an add�t�onal copy of the billmg statement covenng such use of the
relevant Card to the appropr�ate Cardholder at the address wh�ch you or the Cazdholder provides to us
You will pay to us the total amount shown as due on each billmg statement on or before the due date shown on the
statement If you do not make a payment m full by the spec�fied due date, m addition to our other nghts, we may
assess a late fee and finance charge as set forth m our schedule of fees and charges You have no nght to defer any
payment due on any Card Account
Unless otherwise agreed by us, payments must be made usmg an ACH Serv�ce As spec�fied by you, we may m�hate
ACH deb�ts to any deposit account at any financ�al mst�tut�on If you arrange for direct payment by Cardholders,
such an arrangement will not change your responsibil�ties under this Booklet, mcludmg your obl�gat�on for payment
You grant to us a secur�ty mterest and contractuai nght of setoff m and to all deposrts now or subsequently
mamtamed wrth us or any of our affihates or Subs�d�anes In connect�on with that grant, you authonze us to enter
mto a master control agreement wrth our affihates authonzmg, upon the occurrence and contmuance of any default,
the d�sposrtion of any such depos�ts to sat�sfy all l�abilrt�es mcuned �n connect�on w�th these Services, wrthout your
further consent The grant of th�s secunty mterest shail surv�ve termmat�on of these Services
AD-AG-0455B (2010) 13
LOST OR STOLEN CARDS, UNAUTHORIZED USE
In the event of a possible loss or theft of a Card, Convemence Check or Card Account or poss�ble Unauthonzed Use,
you will g�ve us notice by telephone or telefax to the numbers set forth m the User pocumentat�on You agree to
give us this not�ce as soon as pract�cabie but m any event no later than the Busmess Day after d�scovery of the
known or suspected loss or theft or Unauthorized Use If notice as prov�ded m th�s paragraph �s g�ven and you ass�st
us m mvesrigatmg facts and circumstances relatmg to the loss, theft or poss�ble Unauthonzed Use, mcludmg wrthout
l�mrtarion obtammg an affidav�t or sim�lar wntten, signed statement from the Cardholder, then you wtll not be hable
for Transactions resultmg from Unauthonzed Use If we have issued fewer than ten Card Accounts to you, your
l�abil�ty for Transact�ons by a person who does not have actual, impl�ed or apparent authonty to use the Card or
Convemence Check and whose use does not result m a direct or md�rect benefit to you will not exceed $50 on each
Card
LICENSE TO USE YOUR MARKS
Upon your request, we may place Company's Marks on the Cards and collateral mater�als You will provide the
graph�cs to us m suffic�ent time to allow for rev�ew and approval by us and, if necessary, the respect�ve card
assoc�at�on You grant to us a non-exclus�ve license to use, dunng the term of the Serv�ces, Company's Marks on
the Cards and on other matenals related to the Card Accounts Your mdemmty under the Protection from Third
Part�es sect�on of this Booklet covers any claim that the use of any Company Marks infnnges the mtellectual
properiy r�ght of any th�rd party
EXTENSION OF CORPORATE CARD SERVICES TO AFFILIATES
Upon your request and submiss�on of a partic�pant Account form, we may approve one or more affil�ates of wh�ch
you are ma�onty owner for part�cipat�on m the Corporate Card Serv�ces Each partic�patmg affihate will have the
same nghts and obhgaUons as you except that no separate charge hmrt w�ll be ass�gned Your charge hmrt will
apply to Transact�ons on all Card Accounts, mcludmg those of your part�c�patmg affihates
You may termmate an affihate's part�c�pat�on by givmg us written notice and a reasonable t�me to act on such
not�ce If an approved partic�pant is no longer, or will no longer be, ma�onty-owned by you, you agree to nohfy us
�mmediately, and we may �mmed�ately termmate the Card Accounts of such part�cipant
SUPPLEMENTAL GOVERNING LAW AND RESOLUTION OF DISPUTES PROVISIONS
Notwithstandmg anythmg to the contrary m the Governmg Law provision m the General Provis�ons section of th�s
Booklet, the Corporate Card Serv�ces are governed by the laws respechng nahonal bankuig associat�ons and, to the
extent not covered by those laws, by the laws of the State of Delaware, wrthout reference to that state's prmciples of
conflicts of law, regardless of where you res�de or where a Cardholder uses a Card Account
Notwrthstandmg anythmg to the contrary m the Resolut�on of D�sputes provision m the General Prov�sions sect�on
of th�s Booklet, you agree to subm�t to the personal �urisdict�on of any state or federal court m Delaware and to
bmdmg arbrtration m Delaware wrth respect to d�sputes regardmg the Corporate Cazd Serv�ces
ADDITIONAL TERMINATION PROVISIONS
We may �mmed�ately termmate these Serv�ces �f there occurs (�) a termmarion event set forth m the Suspens�on and
Termmat�on sect�on of th�s Booklet wrth respect to you, a partic�patmg affihate or a guarantor of obhgat�ons under
any Card Account, (u) a change m your ownership, �f you are a pnvately-held ent�ty, m excess of 50% or (u�) any of
the followmg w�th respect to you, a partic�patmg affiliate or a guarantor of obligations under any Cazd Account
• The failure to pay or perform any obligat�on, l�abil�ty or mdebtedness to us or any of our affil�ates or
subs�d�ar�es, whether under th�s Booklet or any other agreement, as and when due (whether upon
demand, at matunty or by accelerat�on)
• The failure to pay or perform any other obl�gation, liability or mdebtedness to any other party
AD-AG-0455B (2010) 14
• Death (if an mdiv�dual) or res�gnat�on or w�thdrawal of any partner or matenal owner (of a pnvately-held
ent�ty)
• Merger or consolidat�on wrth or mto another entity
• The determmation by us that any representation or warranty made to any of our affiliates or subsidianes
m any agreement is or was, when �t was made, untrue or matenally m�sleadmg
• The failure to rimely dehver such financial statements, mcludmg tax returns, other statements of
condit�on or other mformat�on, as we shall request from t�me to t�me
• The entry of a�udgment wh�ch we deem to be of a matenal nature
• The seizure or forfeiture of, or the �ssuance of any wrrt of possession, garn�shment or attachment, or any
turnover order for any property
• The determmat�on by us that we are msecure for any reason
• The determmat�on by us that any such person fails to meet credit cntena u►itially used by us to approve
the Corporate Card Serv�ces
• The fa�lure to comply w�th any law or regulat�on controllmg its operat�on
Upon any termmarion of the Corporate Card Serv�ces, (i) the ent�re balance outstandmg on all Card Accounts shall,
at our opt�on, become immediately due and payable and (i�) you will �mmed�ately destroy, and will mstruct all
Cardholders to immed�ately destroy, all Cards and Conven�ence Checks Your responsibihty to pay for all
Transact�ons regardmg each Card Account will contmue until a reasonable penod of time after you not�fy us to close
the Card Account or until you pay for all Transactions entered mto before we close the Card Account to future use,
wh�chever occurs later After termmat�on, you and all Cardholders wtll make no new Transact�ons on any Card
Account If, however, such Transact�ons are made, you will be liable for each of them
COMMERCIAL DEPOSITS
With our Commerc�al Depos�t Services, (�) you may make depos�ts of com and currency, checks and other payment
mstruments at one of our designated banking centers wrth pre-approval, depository facilrt�es (wh�ch may mclude a
mght depos�tory fac�l�ty), processmg centers, ATMs or cash vaults, (n) you or, if appl�cable, a th�rd party achng as
your agent, may make depos�ts of checks usmg our Image Cash Letter Service or our Remote Deposit Serv�ce,
and/or (m) you may obtam credrt for Safe Depos►ts through the Safe Connect Service further descr�bed herem If
these deposrts are del�vered by you or your agent before the cutoff t�me spec�fied at the depos�t locat�on or m the
appl�cable User pocumentat�on, we will g�ve you same-day prov�s�onal cred�t for such deposits, sub�ect to later
venficat►on by us and our availab�l�ty schedule Bankmg center deposrts that are immed�ately venfied are covered
under your Account Agreement
The Image Cash Letter Serv�ce allows you, or a third party actmg as your agent, to transm�t an image cash letter
(ICL) to us We may create, on yow behalf, a paper subst�tute check or �mage replacement document (IRD) ftom
such electromc �mage transm�ssion, as described m the applicable User pocumentat�on
The Remote Depos�t Serv�ce allows you to create or have created on your behalf a paper subst�tute check or IRD
from an electronw �mage or an origmal paper check, as descnbed m the appl�cable User pocumentat�on
1'l�l� ' '� �Z�]`I.�1.:31i��l�i�y
You agree to follow all requirements set out m the User pocumentat�on, and to meet all spec�fications for returns
contamed m the User pocumentation, prov�ded, however, m the event that a relevant provis�on of the User
Documentation confl�cts with applicable regulatory requ�rements, you agree to follow such appl�cable regulatory
requ�rements
You agree to prepare all deposits accurately and m good fa�th and to follow the procedures for preparation,
packagmg and dehvery of deposits as provided m the appl�cable User pocumentahon In order to recerve a receipt
AD-AG-0455B (2010) 15
of deposrt at bankmg centers, depos�tory fac�lrt�es (wh�ch may mclude a mght depository facil�ty), or processmg
centers, and except as otherwise set forth with respect to the Safe Depos�t serv�ce further descnbed below, we may
requ�re you to provide a dupl�cate depos�t sl�p This �s m addihon to the number of ongmal deposrt shps requved by
us to process the depos�t or to use other procedures as set forth m the User pocumentat�on If we require you to
provide a duplicate deposit sl�p, we will stamp this dupl�cate deposit sl�p and return �t to you In all cases, depos�ts
are sub�ect to later venficat�on by us
For depos�ts made to one of our cash vaults, you must contract separately with an armored camer serv�ce that is
acceptable to us to transport your deposits Armored carners are yow agents unless otherw�se agreed m wrrtmg
between us
If you use our Image Cash Letter Serv�ce or our Remote Deposit Serv�ce, then pnor to sendmg us an electron�c
�mage transm�ssion, you and we must agree on �mage and transm�ssion standards as more fully descnbed m the
appl�cable User pocumentat�on
You warrant that all ICL file transm�ss�ons you send us comply wrth the spec�ficat�ons outhned m the User
Documentation, and you agree to mdemmfy us for any loss or expense mcurred by us (mcludmg attorneys' fees and
expenses of l�t�gat�on) as a result of your breach of th�s warranty You must provide us w�th the reason for return of
a check by such means as we may spec�fy from t�me to t�me m our User pocumentation For exampie, we may
require you to prov�de us with the reason for return of a check m the unqual�fied returns ICL cash letter file
transm�ss�on or through stampmg the front of the check with the reason for return We will use our best efforts to
nohfy you promptly when we cannot determme the bank of first deposrt on a check m the amount of $2,500 or
greater, or such other amount as may be set forth m the User pocumentation from t�me to time You w�ll respond to
our notice by secure ematl promptly upon receipt
If you use our Image Cash Letter Serv�ce or our Remote Depos�t Service, then except as provided herem, for any
IRD or Image created under th�s Serv�ce, you are deemed to be the warrantor of certam warrant�es under Check 21,
and for each and every day an IRD is created, you accept all respons�bil�ties as warrantor for those warrant�es under
Check 21 regardmg creat�on of the IRDs You understand that you are responsible for captunng and sendmg fully
legible copies of the or�gmal paper check or Electromc Image wh�ch w�ll be cleared as a Paper Image or IRD
If you use our Image Cash Letter Serv�ce or our Remote Deposit Service, then you give the same wanant�es and
mdemmt�es to us that we, as reconvertmg bank, give under 12 CFR Parts 229 52 and 229 53 of Check 21 regulat�ons
or any successor leg�slat�on With respect to any Image forward presented by us after your depos�t, m paper check or
Image form, m your account, you g�ve the same representat�ons, warrant�es and mdemnrties to us that we, as sendmg
bank, grve pursuant to the image exchange rules, mcluding any appl�cable clearmg house rules and/or regulat�ons,
that govern us Wrth respect to Images sent by you to us under th�s Servtce, your warrant�es mclude warrant�es that
the Image accurately represents all the mformatton on the front and back of the ongmal check as of the time the
ongmal check was truncated, the MICR-lme mformat�on contams all mformarion needed for a substrtute check or
draft, and any transm�ss�on to us from you compl�es with the spec�fications described m the applicable User
Documentation You agree to mdemmfy us and any rece�vmg parties that suffer losses as a result of rece�vmg the
subst�tute check mstead of the or�gmal, or receivmg dupl�cate rtems, whether m paper or Image form You are
responstble for captunng and sendmg fully legible cop�es of the item which may be created as an IRD
Notwithstandmg the foregomg, provided you comply w�th the agreed upon �mage and transm�ss�on standards and
we accept your transrrvss�on, and as more fully descr�bed m the applicable User pocumentat�on, we w�ll not hold
you respons►ble for any breach of warranty or mdemmty e�ther under Check 21 based on image qual�ty for IRDs, or
under appl�cable �mage exchange rules, mclud�ng any apphcable clearmg house rules and/or regulahons, based on
�mage qual�ty for any Images, that we produce from your �mage transm�ss�on If, m connechon w�th your use of our
Remote Deposat Service, we provide you w�th Software and such Software provided by us operates m a manner
wh�ch causes you to breach any warranties under Check 21, m spite of your exercise of reasonable care, you shall
report such Software issues to us as soon as reasonably pract�cable, and as more fully descr�bed m the applicable
User pocumentation, and we will not hold you respons�ble for such breach of warranty
AD-AG-0455B (2010) 16
If you use ow Image Cash Letter Serv�ce or our Remote Depos�t Service, then you shall pay us for the amount of
any returned Images or IRDs (mcludmg re�ected images or re�ected IRDs) or any cla�ms for ad�ustments accepted by
us, for any IRD or Image wh�ch we have prev�ously cred�ted to your account Such amounts shall be charged as
retums or ad�ustments to your account and are immediately due and payable by you Such amounts appear on your
reports to the extent agreed between us Certam returned IRDs and/or returned Images may be redepos�ted, if you
have a separate reclear serv�ce agreement or arrangement w�th us Any IRD created and deposited to your account
must comply with all requirements mandated by Check 21 If you mtend to mclude reclears along w�th other �tems
m a forward ICL file sent to us for processmg, you must �dent�fy the reclear rtems on the ICL file m accordance wrth
our mstruct�ons set forth m our User pocumentat�on
If you use our Image Cash Letter Serv�ce or our Remote Depos�t Serv�ce, you agree that you prov�de the same
warrant�es and mdemnrt�es that we are requ�red to prov�de under appl�cable statutes, rules, clearmghouse
arrangements, operahng c�rculars and other appl�cable laws, rules or regulahons Wrthout hmrtmg the foregomg,
you warrant and guarantee that, if you deposit a demand draft or remotely created check (an unsigned draft or a
preauthonzed draft) usmg the Image Cash Letter Serv�ce or Remote Depos�t Serv�ce, the draft or remotely created
check was created from paper (or from a paper item) and is author�zed accordmg to the terms on �ts face by the
person �dent�fied as drawer You agree to mdemmfy us from all loss, expense and liability related to a claim that
such draft or check was not created from a paper �tem and/or was not authonzed by the person on whose account it
was drawn
lf, upon our review of your deposit account actrvrty, we determ�ne that abuse or unauthor�zed activrty �c or may be
occumng with respect to deposited demand drafts, we may requ�re you to pro�ide collateral to cover the return of
andr'oi cla�ms against deposited demand drafts In addrtion we may require you to ma�ntain such collateral coverage
w�th us beyond term►nation your use of any deposrt service, such as oui tmage Cash Letter Serv�ce andloi of your
relationsh�p wrth us ati a bank customer
In the event you use our Image Cash Letter Service or our Remote Deposit Service to redeposrt any returned item as
an IRD or Image, you agree to follow our procedures, set forth m the User pocumentation, concernmg your
provision of the reason for return
If you use our Remote Depos�t Serv�ce, then �t �s your responsibil�ty to use check imagmg equipment acceptable to
us as specified from time to time (as used m th�s section, "hazdware") to be mstalled at your s�te m order to use any
such Remote Depos�t Serv�ce The terms and cond�t�ons pursuant to wh�ch the hardware is obtamed, mstalled and
mamtamed shall be as agreed between you and the vendor and/or lessor of such hardware and we assume no
responsibil�ty therefore
If you will be utiLzmg ACH components of our Remote Depos�t Service, you must execute an agreement
concemmg such usage, as we may specify ,
If you have captured Images from checks, you agree that you will securely store, safeguard and securely destroy the
items as set forth m the User pocumentat�on Imaged documents (or origmal documents, if available) must be
prov�ded to us promptly, at our request, to fac�l�tate mvest�gat�ons related to unusual transactions or poor quality
transm�ssions, or to resolve disputes
You agree to cooperate w�th us fully to facilitate our adherence to gu�dance provided by the Federal Financial
Institutions Exammation Council, mcludmg gu�dance concernmg nsk management of remote depos�t capture For
this purpose, you agree that we may mandate spec�fic mternal controls at your locat�ons, aud�t your operat�ons
and/or request addrtional mformation
ADDITIONAL RESPONSIBLITIES LJNDER ECCHO
In the event you are a financial mst�tut�on and thereby el�gible for ECCHO membership, you may use our Image
Cash Letter Serv�ce or our Remote Depos�t Service only �f you are a member of ECCHO
AD-AG-0455B (2010) 17
RETURN OF ON-YOU ITEMS BY ICL
In the event you aze a financial mstitut�on to whom we may send, v�a ICL, On-You items pursuant to ECCHO rules,
you agree that such ICL transmissions by us to you shall be governed by, and be m accordance w�th, the appl�cable
provis�ons hereof and of ECCHO rules
LJNQUALIFIED RETURNS ICLs
In the event that you use the Image Cash Letter Service to send us unqualified returns ICLs, you add�t�onally agree
as follows
You agree to send us return items only if you return the items w�thm the requ�rements of the UCC and Regulat�on
CC You warrant that all returned checks sent to us comply with the deadlmes of Regulahon CC and the UCC and
you agree to mdemmfy us for any loss or expense mcurred by us (mcludmg attorneys' fees and expenses of
l�t�gat�on) as a result of your breach of th�s warranty
You agree to prov�de to us the same warranties that we prov�de to any receiver of a returned �tem that you send us
usu►g this Service, whether such warranty is made under Regulat�on J, Federal Reserve Operahng Circular 3,
clearmghouse rules, mcludmg ECCHO rules, or other appl�cable regulations or rules These warrant�es mclude, but
are not lim�ted to, a warranty that the �mage of the return item is an accwate representation of the front and the back
of the related check, the electromc �mage return accurately corresponds to the electromcally returned rtem being
returned, and the electromc image return �s not a dupl�cate of another electromc �mage retum
When you return an �tem usmg the Image Cash Letter Serv�ce, you agree that you prov�de the same warrant�es and
mdemrut�es that we are required to prov�de under applicable statutes, nzles, clearmghouse arrangements, operatmg
circulars and other appl�cable laws, rules or regulations
REDEPOSITING RETURNED ITEMS
When you redepos�t a returned �tem usmg the Image Cash Letter Service, you agree to redepos�t the image of the
returned check or IRD, wh�ch was phys�cally retumed to you, wh�ch shall mclude all endorsements and return �tem
stamps You agree that you provide the same warrant�es and mdemnrt�es that we are requued to prov�de under
appl�cable statutes, rules, cleannghouse arrangements, operatmg circulars and other appl�cable laws, rules or
regulations and you agree to mdemmfy us for any loss or expense mcurred by us (mcludmg attorneys' fees and
expenses of l�t�gation) as a result of your breach of these warranties
OUR RESPONSIBILITIES
We rece�ve your depos�t and �ssue prov�s�onal cred�t to your account for the amount you declare on the depos�t sl�p
The declared amount is sub�ect to later ver�ficat�on by us
If we find an error when we venfy your deposit, we w�ll deb�t or credrt the amount of the error to the deposrt
account listed on the depos�t slip, unless you and we have agreed otherw�se m wnt�ng, prov�ded, however, we
reserve the nght to set a standard ad�ustment amount (wh�ch we may change from t�me to time), m wh�ch case we
will not make a correct�on to a deposit when the error �s less than our current ad�ustment amount
We grve you same-day prov�sional cred�t for depos�ts delivered before the cutoff t�me on a Busmess Day For
depos�ts delrvered after the cutoff t�me or on a non-Busmess Day, we g�ve you prov�s�onal cred�t on the next
Busmess Day
We w�ll apply and be responsible for (�) the appropnate endorsement of the bank of first deposrt, if appl�cable, as
more fully descnbed m the applicable User pocumentation on the back of each pnnted IRD, (u) the appropnate
legend of legal equivalency on the front of the prmted IRD, and (u�) appropnate language �denhfymg the
reconvertmg bank if we do not clear your electromc image transmission through image exchange
AD-AG-0455B (2010) 18
SAFE CONNECT SERVICE
You may use the Safe Connect Service for the purpose of obtammg credrt, which cred�t may be prov�s�onal, for Safe
Depos�ts as descnbed herem and m Bank's User pocumentation You agree that the Safe to be util�zed m connect�on
with the Safe Connect Service must be mstalled at a Safe Locat�on Sub�ect to cutoff t�mes and other prov�s�ons
contamed m the User pocumentaUon, we shall prov�de you with credit for Safe Deposrts, dependmg upon the
applicable procedures used by you, such credit may be sub�ect to later venfication and/or ad�ustment by us and/or
the Transportat�on Provider designated to transport Safe Deposits from the Safe to the Vault Locat�on Your Safe
Deposrts shall be governed by the terms of th�s Booklet, except as otherw�se provided herem
Your Respons�bd�hes Concermng Safe and Transportahon Provider Your respons�bil�t�es with regard to the
Safe Connect Serv�ce mclude the followmg You shall be solely respons�ble for the procurement of the Safe,
whether by lease, sale or otherw�se, and for the mstallat�on and removal of the Safe m accordance w�th any
agreements that you may have with any third party providmg the Safe You shall not be required to prepare depos�t
and/or dupl�cate depos�t sl�ps with respect to Safe Deposits, as deposrt mformation regardmg such Depos�ts will be
set forth �n the Safe Feed You shall be responsible for engagmg a Transportat�on Provider to remove Safe Deposits
from the Safe and to transport the Safe Depos�ts to Vault Locat�ons You agree to select the Transportat�on Provider
you engage from a l�st of approved armored carners prov�ded by us from t�me to time Such Transportat�on Prov�der
shall be your agent, not ours, except as otherwise prov�ded herem
Settlement. Settlement terms may vary dependmg upon appl�cable procedures used by you, such procedures may be
dependent, m part, upon the terms set forth m the appl�cable agreement between you and the Transportat�on
Prov�der Upon receipt of the Safe Deposits at the Vault Locat�on, we or the Transportat�on Prov�der shall ver�fy
such Depos�ts, for wh�ch credit, wh�ch may have been provisional, has been g�ven by us In such mstance, solely
when conductmg venfication, the Transportat�on Prov�der shall be actmg as our agent, not yours In the event of a
discrepancy between deposit amounts set forth m a Safe Feed, addressmg a Safe Depos�t, and depos�t amounts
venfied at the Vault Locarion w�th respect to such Safe Depos�t, any ad�ustments made shall be m accordance wrth
our User pocumentahon Informat�on concernmg such ad�ustments will be reflected m your account statements and,
m some cases, m wntten ar electromc adv�ces and reports produced through one of our Informat�on Reportmg
serv�ces
No Warranhes, Limrtahon of L�abiLty The followmg is m addit�on to the L�mrtarion of L�ab�l�t�es sechon under
th�s Booklet
YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE, NOR DO WE MAKE, ANY RECOMMENDATIONS
REGARDING THE SAFE WE HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO
ANY MATTER WHATSOEVER,INCLUDING THE SUITABILITY OF THE SAFE, ITS DURABILITY, ITS
CONDITION, ITS QUALITY AND/OR ITS RELIABILITY ACCORDINGLY, WE ALSO DISCLAIM ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE WHETHER
ARISING BY OPERATION OF LAW OR OTHERWISE WE SHALL NOT BE LIABLE TO YOU OR OTHERS
FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY THE SAFE OR ANY SAFE FEED, HOWEVER ARISING, OR THE USES THEREOF OR
THE FAILURE OF ANY OPERATION THEREOF NO REPRESENTATION OR WARRANTY AS TO THE
SAFE OR ANY OTHER MATTERS BY OTHERS SHALL BE BINDING UPON US OR IMPOSE ANY
LIABILITY UPON US NOR SHALL THE BREACH OF SUCH RELIEVE YOU OR IN ANY WAY AFFECT
ANY OF YOUR OBLIGATIONS TO US HEREIN
IF THE SAFE IS NOT SATISFACTORY FOR ANY REASON, YOU SHALL NOT MAKE ANY CLAIM ON
ACCOUNT THEREOF AGAINST US REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER AGAINST US FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT
SPECIAL OR CONSEQUENTIAL DAMAGES
AD-AG-0455B (2010) 19
Supplemental Representahons and Warranhes In add�t�on to the representat�ons and warranties set forth �n th�s
Booklet, you represent and warrant to us that (a) you have given or procured, as the case may be, all necessary
consents and approvals for our accessmg of your mformat�on and/or mformation of the Transportat�on Provider, as
we deem appropnate, for purposes of th�s Agreement, and (b) you and/or the Transportation Prov�der as your agent
shall safeguard all Safe Deposits unt�l del�very of such Depos�ts at the Vault Locat�on and commencement of
venfication In the event that the secunty of Safe Depos�ts is breached pnor to such delivery and commencement of
venficarion, and/or �f the del�very of the Safe Deposrts to the Vault Locahon is delayed, we may reverse any credrt,
prov�sional or otherw�se, provided w�th respect to such Safe Deposits as set forth m the User pocumentation You
agree to not�fy us promptly m the event of any such secunty breach or delay
You agree that you shall be deemed to make and renew each representation and warranty set forth m this Booklet
on and as of each day on which the Safe Connect Serv�ce is prov�ded
Supplemental Termmarion Prov�s�ons Notw�thstandmg anythmg to the contrary m this Booklet, the Safe Connect
Serv�ce may be termmated at any t�me as set forth below
In addrt�on to the events hsted m the Termmation sect�on of the Booklet wh�ch allow us to termmate any Service
immed�ately, each of the followmg events will also give us the nght to �mmediately termmate the Safe Connect
Serv�ce at any time
(a) You breach, or perm�t the breach of, the secur►ty of the Safe
(b) We deternune that you have failed to mamtam a financial cond�tion that we deem to be reasonably satisfactory
to mmimize any credrt or other nsks to us m providmg the Safe Connect Serv�ce or we deem �mmediate termmat�on
to be necessary or appropnate to prevent a financ�al loss to us
(c) We, m our sole d�scret�on, determme that the Safe Connect Serv�ce is no longer feas�ble or desirous for us to
pursue
COMMERCIAL PREPAID CARD
Ow Commerc�al Prepaid Card Serv�ces enable you to distnbute Commercial Prepa�d Cards to your employees and
others that permrt them access to a predetermmed amount of funds Commerc�al Prepa�d Cards may be used at
ATMs, pomt-of-sale (POS) termmals, and for over-the-counter cash access Transactions at offices of financ�al
mstrtutions that accept V�sa cards Detailed mformat�on regardmg such serv�ces �s available m the apphcable User
Documentation
OUR OBLIGATIONS
We will �ssue Commerc�al Prepa�d Cards to you on your request after you have provided us such mformat�on
regazdmg the Commerc�al Prepa�d Card as we may requ�re at that time Before we issue each Commerc�al Prepaid
Card, we w�ll deb�t funds from a depos�t account you mamtam w�th us for the value amount of the Commerc�al
Prepaid Card issued
We will mail the Commercial Prepa�d Cards to the address or addresses you provide us, together with a copy of the
agreement between us and the Cardholder, our pnvacy policy for consumers (�f appl�cable) and mstructions for
activatmg the Commercial Prepa�d Card
We will deduct the amount of each Transaction, wh�ch may mclude fees added by the ATM owner or the appl�cable
netwark, from the value amount with respect to the Commercial Prepaid Card We will also deduct appl�cable
Cardholder fees
AD-AG-0455B (2010) 20
You may request us to add value to previously issued Commercial Prepaid Cards by prov�dmg such mformation as
we may require at that hme Upon rece�pt of yow request and the required mformarion, we will debrt your deposit
account w�th us for the amount to be added to the ex�stmg Commerc�al Prepaid Cards
You acknowledge and agree that the Commerc�al Prepa�d Card is for use only for busmess purposes and is not for use for
persoaal family or household purposes Cardholders will not pay any money or anytlung of value to receive the Commercial
Prepa�d Cards Commerc�al Prepaid Cards will not be re-sold or d�smbuted by you
If there are msufficient Collected and Ava�lable Funds m your account, we have no obligat�on to �ssue or activate
any Commercial Prepa�d Card or to add value to any existmg Commerc�al Prepa�d Card and we may suspend or
reverse any completed value load
Upon your request, and w�th our approval, we may provide a Commerc�al Prepaid Card that is not reloadable
COMMERCIAL PREPAID CARD CREATION
All Commercial Prepa�d Cards shall �dent�fy us as the �ssuer and shall mclude such other names and trademarks as
we require If you elect to custom�ze the Commerc�al Prepa�d Cards, you will be respons�ble for any add�t�onal costs
m the des�gn or product�on of the Commerc�al Prepa�d Cards You will prov�de graphics, promot�onal matenal and
wordmg to us for revtew and approval and you must comply w�th ali the rules of Visa USA, Inc and other systems
or orgamzat�ons, as appl�cable You will allow us to use your artwork on the Commercial Prepaid Cards, provided
that you shall have first rev�ewed and approved such use You will mdemmfy and hold us harmless from any and all
l�ab�lities, claims, costs, expenses and damages of any nature (mcludmg Legal Expenses) ansmg from any claim that
the artwork you suppl�ed mfrmges the mtellectual property nghts of any th�rd party
COMMERCIAL PREPAID CARD ACTIVATION
Each Cardholder will be mstructed to call a toll-free (m the U S A) number and use an mteract�ve voice response
system to authent�cate the Cardholder by usmg a number umque to the Cardholder m order to actrvate the
Commerc�al Prepa�d Card Dunng th�s call, the Cardholder w�ll receive their PIN, if appl�cable The Cardholder can
change the PIN at that t�me to any four d�grt number Once the call �s successfully completed, the Commercial
Prepa�d Card will be achvated You w�ll be respons�ble for mformmg each Cardholder of any other restr�ct�ons you
may �mpose on the use of the Commerc�al Prepa�d Card, and we will not have any respons�bility for enforcmg those
restrict�ons
COMMERCIAL PREPAID CARD USAGE
We may refuse to issue or add value to any Commercial Prepa�d Card if we beheve the Commerc�al Prepaid Card
will or may be used m violat�on, or may cause us to be m v�olation, of any law or regulat�on, or any rule of any
payment system
We will use reasonable efforts to prevent any overdraft with respect to a Commerc�al Prepaid Card or any
unauthorized use of a Commercial Prepa�d Card, but cannot ensure we w�ll be able to do so
CONTROLLED BALANCE ACCOUNTS
Our Controlled Balance Account Serv�ces let you control the transfer of funds between accounts wrth us These
Serv�ces may be restr�cted to certam account types
Transfers you make from a U S-domic�led money market account usmg these Serv�ces are cons�dered preauthorized
transfers, are counted toward the number of transact�ons you are legally perm�tted each month, and may not be made
to a checkmg account w�th an overdraft credit facil�ty
AD-AG-0455B (2010) 21
You may mstruct us to make e�ther date-related (where available) or balance-related (where available) transfers as
descnbed below Once you mstrvct us to transfer funds between accounts, transfers begm on a mutually agreeable
date or, for accounts domiciled m the Unrted States of America, erther ►mmed�ately or on the date you spec�fy
W�th a date-related transfer, funds can be transferred m e�ther duection between certam types of accounts on the
date and m the amount you specify Both mterstate and mtrastate funds transfers are perm�tted as long as you meet
the requirements for the account type(s), transfer date and account locat�on(s) If the transfer date you spec�fy �s a
non-Busmess Day, we make the transfer on the next Busmess Day
With a balance-related transfer, you may have funds transferred to an account when the balance falls below a certam
amount, or from an account, when the balance nses above a certam amount, or both We transfer the amount
required to meet the account balance you specify
Unless you and we have otherwise agreed m wntmg, you may elect to have funds transferred to or from accounts of
a U S Subs�d�ary, prov�ded that (�) the U S Subs�d�ary's accounts are domic�led m the Unrted States of Amenca,
(ii) you represent and warrant that such U S Subs�diary has authonzed us to transfer funds between its accounts and
yow accounts and between rts accounts and other accounts m the Serv�ce relat�onsh�p v�a transfers through your
account, and (i�i) you provide us w�th such documentat�on as we may request m connect�on w�th such transfers
CONTROLLED DISBURSEMENT
Our Controlled Disbursement Services prov�de mformat�on to you each Busmess Day so that you can fund the net
total amount of (�) controlled disbursement checks presented that Busmess Day, (») certam controlled d�sbwsement
ACH transact�ons recerved pnor to the t�me stated m the apphcable User pocumentarion and (�u) any other check-
related electromc ad�ustments to which we agree and wh�ch are posted that Busmess Day
ACCOUNTS
We make the Controlled Disbursement Services available through mulhple Controlled D�sbursement Pomts m
different parts of the Uruted States of America These pomts are �dent�fied on the L�st of Banks and Serv�ces
Sub�ect to our approval m each case, you may use such Serv�ce through one or more of those pomts For each
Controlled D�sbursement Pomt you use, you shall mamtam one or more Controlled D�sbursement Accounts with us
For each Controlled Disbursement Pomt, as more fully descnbed m the appl�cable User pocumentation, you may (i)
draw checks beanng the respect�ve pomt's rouhng numbers directly on your Controlled Disbursement Accounts, (n)
mrtiate or authonze third parties to mrtiate ACH debits pursuant to the secrion of thts Booklet regardmg ACH
Services and (ui) sub�ect to the apphcable funds transfer Service agreement, mit�ate other electromc deb►ts to your
Controlled D�sbursement Accounts (For electromc debits to your Controlled Disbursement Accounts, you must use
the appropnate funds transfer Serv�ce approved by us )
CHECKS
You shall only use checks which conform to the form and specificaUons descr�bed m the appl�cable User
Documentat�on, and wh�ch have been satisfactorily tested by us If we determme that checks used by you do not
comply w�th such requirements, we may take the act�ons descnbed m the applicable User pocumentat�on
NOTIFICATION AND FUNDING
On each Busmess Day, we will mform you by the t�me spec�fied m the appl�cable User pocumentat�on of the total
amount of debits presented for payment that day at or through a Controlled D�sbursement Pomt and any other
amounts requ�red to be deposited m your correspondmg Controlled Disbursement Accounts to cover such debits On
each such Busmess Day, pnor to the time stated m the appl�cable User pocumentat�on, you must ensure that
sufficient Collected and Available Funds are on depos�t m your Controlled Disbursement Account(s) to cover such
amounts If we attempt to post a deb�t to a Controlled D�sbursement Account for the amount due and determme
AD-AG-0455B (2010) 22
there are msuffic�ent funds m the Controlled Disbursement Account, we may d�shonor some or all of the checks then
pendmg payment and/or, as appropnate, return or re�ect any electromc debrt pendu�g settlement We may, however,
m our sole d�scret�on, allow an overdraft so some or all of such checks or electromc deb�ts will be paid or settled if
we do so, we are not obl�gated to allow any such overdraft m the future
If we allow an overdraft to occur m your Controlled Disbursement Account, repayment �s immediately due and
payable, and you will repay us, on or before the next Busmess Day, the amount of such overdraft along w�th mterest
on such amount as specified m our schedule of chazges for busmess account services or as otherwise agreed
Additional terms and cond�t�ons contamed m your Account Agreement may also apply If you do not repay us as
specified herem, we may dishonor some or all of the checks then pendtng final payment and/or, as appropnate,
return or re�ect any electromc debrt pendmg settlement even �f the Controtled Disbursement Account has sufficient
Collected and Ava�lable Funds to cover such deb�ts
You will select the fundmg methods for your Controlled Disbursement Accounts from the opt�ons descnbed m the
appl�cable User pocumentation However, m certa�n c�rcumstances, we may require a change m the fundmg
methods used for your Controlled Disbursement Accounts, and may requ�re such accounts to be funded via w�re
transfer or account transfer
CUSTOMER-INITIATED PAYMENTS
Our Customer-Imt�tated Payments Serv�ces allow you to have your consumer or busmess customers pay you for
goods or serv�ces by usmg a Website Yow customers can authorize payments to you through commands on the
Website or, where available, via touch-tone or voice commands over the telephone Payments can be made v�a the
Automated Cleanng House (ACH), and cred�t or deb�t cards through the applicable card assoc�at�on networks
Detailed informat�on regardmg these Services �s ava�lable m the appl�cable User pocumentat�on The cap�talized
ACH terms appearmg m�tal�cs below are defined m the NACHA Rules
CLIENT RESPONSIBILITIES
For payments made via ACH, the followmg prov�s�ons apply
• Payments will be made by creation of an ACH Entry to credrt your account w�th us and will be sub�ect to
the prov�s►ons of our Automated Cleanng House Serv�ces You will obtam the authorizat�on of each such
customer to debit the�r account You act as the Onginator, your customer acts as the Receiver and we act
as the ODFI with respect to the Enmes You warrant to us each t�me you use this Service that you have
obtamed appropnate authorization from each Rece:ver and that Entnes conform to such authorization and
comply with the NACHA Rules
• You also make to us the same warranties as we make w�th respect to Entries under the NACHA Rules
• You authonze us to create an ACH Entry on your behalf as prov�ded m the User pocumentat�on and the
NACHA Rules
Payments, mcludmg chargebacks and ad�ustments, if any, made v�a credrt or debrt cards through the appl�cable card
assoc�ation networks are covered by the terms and cond�t�ons of the merchant serv�ces agreement you have with the
acqu�rmg bank
DATA AGGREGATION AND USAGE SERVICE
Our Data Aggregat�on and Usage Service is a data aggregat�on, mformation reportmg and data mampulat�on service
which provides you wrth on-hne access to mformat�on reportmg serv�ces These services mclude not only data
collect�on and man�pulat�on but also mformation reporting, cash forecastmg, and automated generai ledger
downloadmg, as apphcable The availabil�ty of one or more of the foregomg services may be dependent upon
vanous factors, ►ncludmg the on-Ime channel(s) pursuant to wh�ch the Serv�ce may be accessed, and not all
funct�onalrt�es of the Serv�ce may be available for yow use Sub�ect to the foregomg 1�mitaUons concernmg
AD-AG-0455B (2010) 23
availabil�ty, upon your reg�strat�on for the Service and complehon of any other requirements, mcludmg
�dentification of those accounts wh�ch you wish to be mcluded for use w�th the Serv�ce, you may use your on-lme
access to retneve, analyze, man�pulate data from your accounts with us and with th�rd parties Detailed mformation
regardmg our Serv�ce, mcludmg mformat�on concemmg the availabil�ty of the vanous funchonaLt�es, �s set forth �n
the User pocumentat�on
You agree to use the secur�ty procedures we may des�gnate from time to t�me w�th regard to access to the Serv�ce,
venficahon of the authent�c�ty of act�ons taken m connecrion wrth the Serv�ce, and safeguardmg of correct user
ident�fication codes and passwords, as set forth m our User pocumentarion
DATA AGGREGATION
You must identify for us those accounts wh�ch you wish to be mcluded for use w�th the Service You must be the
legal owner of, or have the legal right to access, such accounts Wrth regard to the accounts you identify, you must
obtam and prov�de to us any appl�cable th�rd party consents and comply with all other requuements, mcludmg data
feed requuements, that we may spec�fy from t�me to t�me as necessary or appropr�ate for our rece�pt or retneval of
th�s account mformahon Wrth regard to the foregomg, you agree to the followmg
• You represent that you are a legal owner of, or have the legai nght to access, the accounts at third party
web sites which you designate to us for mformat�on aggregarion, mformat�on reportmg or other purposes
m connect�on w�th our provision of the Service You further represent that you have the authonty to
designate us and our serv�ce prov�der(s), �f applicable, as your agent and attorney-m-fact as set forth
below
• You authonze us, as your agent and attorney-m-fact, to access third party web s�tes, retneve or recetve
account mformat�on, and use your account mformat�on for the purposes of prov�dmg the Sernce, and
you further authonze us to take any act�on we deem necessary and appropr�ate to facilitate the foregotng
with respect to your accounts at third parties
• Third party account prov�ders shall be entitled to rely upon the above authonzat�on and power of attorney
granted by you
• You agree and acknowledge that, when we access and retneve or recerve mformation from third party
web sites, we act as your agents, and not the agents of the third party
• We do not have any respons�bility or I�abihty for transactions and/or mquines you make with respect to
any accounts you have, or may legally access, with th�rd part�es, and all fees charged by any thtrd part�es
w�th regard to actions mvolvmg your accounts w�th such part�es are your sole respons�b�hty You agree
to ab�de by the terms and conditions governmg your accounts w�th third part�es, and to resolve any
dispute you may have regardmg such accounts w�th the relevant th�rd party accordmg to the relevant
terms and condrtions bmdmg upon you and the th�rd party, wrthout any mvolvement or Labil�ty on our
P�
• Sub�ect to any constramts of th�rd part�es with whom you have accounts, m prov�dmg our services we
wil] make reasonable efforts to comply with your mstruct�ons, given m accordance wrth our designated
procedures, regardmg the t�mmg and frequency of account data pullmg achvit�es However, account
mformat�on reflected via your use of the Service will constrtute the most recent refresh successfully
completed, but may not be accurate or current We are not l�able for any errors or delays m the content
of such account mformat�on or for any act�on, and/or �ts consequences, which you may take m rel�ance
upon such mformation We do not endorse or recommend the serv�ces of any unaffiliated th�rd party
whom you select for purposes of usmg the Serv�ce's capabil�t�es, mcludmg mformation aggregat�on
capabil�t�es, and from whom we collect yow account mformation pursuant to your authonzation
AD-AG-0455B (2010) 24
DATA MANIPULATION
Usmg the Serv�ce's data man�pulat�on capabilrt�es, you may use various tools to populate and make other use of
spreadsheet(s) as set forth m the User pocumentation Wtth regard to the foregomg, you agree as follows
You agree and acknowledge that we are not respons�ble for any results assoc�ated w�th your use of any
spreadsheet and/or s�milar representation, and/or your rel�ance thereupon, the appropr�ateness of the
calculations performed m connect�on with your use of any spreadsheet or s�milar representat�on, the
hmel�ness of any data populated the any spreadsheet or s�milar representat�on, as such data may not
reflect true "real t�me" figures, the accuracy of any data prov�ded by third part�es, regardless of whether
such data �s populated by us or otherw�se, and any data mput by you
CASH FORECASTING
Usmg the Service's cash forecastmg capabilrties, you may obtam est�mates, analyses and other mformat�on
based upon automated cash flow calculations For these cash flow calculations, you may select relevant factors,
such as actual account and user history, h�stor�cal patterns of check clearmg t�mes and seasonality trends You
may use data from cash forecastmg to take such steps (e g funds transfer) as you des�gnate v�a certam other
services for cash management pwposes You may also use the Serv�ce to obtam and �mplement recommended
act�ons for managmg I�qwdity Wrth regard to the foregomg, you agree as follows
You agree and acknowledge that, m connect�on with the Serv�ce's cash forecastmg, we do not prov�de
you w�th any guaranty or warranty regardmg future payments, collections, cash requ�rements, funds
availabil�ty or other c�rcumstance, and you agree that you w�ll take such steps as you deem reasonable to
assess, venfy, test and otherw�se evaluate any forecasts or recommended actions provided pursuant to the
Serv�ce
• In providmg you with var�ous opt�ons, calculat�ons and recommended actions to ass�st you with cash
forecastmg, we do not represent that any such opt�ons, calculat�ons and/or recommended act�ons aze
adv�sable, su�table or rel�able for your use You expressly agree and acknowledge that there are mherent
nsks m util�zmg cash forecastmg tools and you assume all 1►ability m connect�on w�th such ut�lizat�on
AUTOMATED GENERAL LEDGER INTERFACE
You may use the Serv�ce to access a capability which allows you to automat�cally download file(s) from your
general ledger In the event you elect to download general ledger mforrr►ation, you are solely responsible for
venfymg the accuracy, scope, completeness and rimelmess of this mformahon You agree and acknowledge
that ne�ther we nor our service prov�der(s) undertake to reconcile such general ledger mformation u► any manner
or for any purpose, pr►or to, dunng or after downloadmg of th�s mformat�on to the Serv�ce You also agree and
acknowledge that our provis�on of th�s capabil�ty does not create any duty of ours e�ther with regard to
discrepanc�es or unauthor�zed actions or events or wrth regard to your respons�bil�hes regardmg accurate record
keepmg
DISCLAIMER
We are not responsible for the accuracy, timei�ness, scope, reconcil�at�on and/or use of account and other
mformaUon accessed or urihzed m connecrion with the Serv�ce You agree and acknowledge that all services
and features ut�hzed, and all act�ons taken, by you m connecrion w�th the Service are taken m your sole
d�scret�on and under your sole respons�bil�ty
W�thout l�mitmg the forego�ng, you agree that the fore�gn exchange rates prov�ded m connection wrth the
Service are mdicat�ve only and are not l�ve deahng rates These mdicahve rates are prov�ded by us solely as a
courtesy We do not accept any responstbility or l�abihty for the accuracy or completeness of any mdicat�ve
rates or for any rel�ance by or any other person on such rates The md�cattve rates are derrved from sources and
models that we bel�eve provide a reasonable approx�mat�on of mazket rates at the t�me of calculat�on Rates
AD-AG-04558 (2010) 25
based on other models or d�ffenng assumptions or for d�fferent purposes may be mater�ally different With
respect to your rece�pt of md�catrve rates m connect�on w�th the Serv�ce, you have full respons�bil�ty for all
valuat�ons of transactions for your own financ�al and regulatory reportmg Pnces or valuations denved from
use of md�cat�ve rates prov�ded m connect�on with the Service do not necessanly represent or reflect pnces or
amounts at wh�ch any transaction could or would be entered mto at th�s time or any other time, w�th us or w�th
any other party
In addrt�on, we are not responsible for any data that is lost or destroyed m connection wrth your use of the
Service Wrthout hmrtmg the foregomg, we will not be responsible for any mechamcal hard drrve failure or
other system fa�lure, or �f the Software �s disabled (or "locked-up") as a result of your mstallat�on of other
computer software on the personal computer, workstation or network on wh�ch Software �s mstalled We
strongly recommend that you take the necessary measures to ensure that you perform daily back-ups of your
data and the hazd drives of the personal computers and/or serv�ces used m connect�on w�th the Software
ELECTRONIC BILL PAYMENT CONSOLIDATION
Ow Electromc B�I] Payment Consol�dat�on Services consolidate, reformat and deliver remittance mformat�on and
other data related to payments rece�ved from Bill Payment Serv�ce Prov�ders for credrt to your account Detailed
mformation regardmg the Services �s ava�lable m the applicable User pocumentation
You agree that you will author�ze Bill Payment Sernce Prov�ders to delrver payments, remittance mformation and
other related data to us for us to prov�de these Services to you We will credrt payments received from B�ll Payment
Serv�ce Prov�ders to your account If you elect to rece�ve Reversals, we will debit your account for the amount of the
Reversal and send such funds to the B�ll Payment Serv�ce Prov�der
You may also elect to have mformation of another company/orgamzat�on reported through these Services If you do
so, you agree that you and the other company/organ�zat�on will author�ze the B�ll Payment Servtce Prov�ders to
del�ver payments, remittance mformat�on and other related data to us for us to prov�de these Serv�ces to you
Rem�ttance mformat�on and other data related to payments w�ll be delivered to you m a mutually acceptable form
and manner
If you are unable to post any payments to your customers' accounts, you must promptly retum such payments to us
You shall pay us immed�ately for the amount of any returned payments wh�ch we previously credrted to your
account
ELECTRONIC DATA INTERCHANGE (EDI)
Our EDI Serv�ces allow you to d�sburse funds and/or deliver payment-related mformation to your rece�vers,
electromcally or by paper, by sendmg payment requests or payment-related mformation to us as descnbed m the
applicable User pocumentat�on These Serv�ces also allow you to access payments-related and remittance-related
mformat�on m mutually acceptable formats rece�ved from your rece�vers and, where ava�lable, to match specified
recetvables and payables against payments
For the web-based rem�ttance adv�ce delivery serv�ce, you are respons�ble for enrollment of your rece�vers on the
serv�ce Dunng enrollment you w�ll rev�ew and verify the accuracy of all enrollment mformat�on provided by your
rece�vers on the spec�fied Webs�te Upon completion of enrollment, you authonze us to deliver the confidential
passwords and �dent�fiers to your enrolled receiver to access the spec�fied Website Your receiver must keep such
passwords and �dent�fiers confidential We will be fully protected m relymg on the correct user �dent�ficat�on codes
and passwords
AD-AG-0455B (2010) 2C
SENDING PAYMENTS AND RELATED 1NFORMATION
When you wish to pay your recervers, you transm�t a data file to us, contammg mstruct�ons for yow payments, m the
format and by the cutoff rimes spec�fied m the appl�cable User pocumentat�on When we receive a file from you
under an EDI Service, we perform certam ed�ts on the data, translate �t mto the appropnate format and/or med�um
and send the data to the payment system specified by you, except that we may use any means of transmiss�on, funds
transfer system, clearmg house or mtermed�ary bank we reasonably select On the spec�fied dates, we issue your
payments m the required formats
You control the content of any payment-related mformat�on you send to us and are solely respons�ble for the
accuracy of such mformation You are solely responsible for secure storage of all data relatmg to such mformation
so that �t can be made available to mdiv�dual rece�vers upon request You should reference the User pocumentat�on
for the applicable payment serv�ce to determme specific requirements for the duration of t�me required for data
storage
For the web-based rem�ttance advice deLvery serv�ce, we act as an mtermed�ary to make data and mformat�on
available to or from you or your enrolled receivers reasonably promptly after receipt of such mformarion We make
the mformat�on available to your enrolled rece�vers on the specified Websrte withm one Busmess Day of receipt
The mformatton w�ll be ava�lable on the spec�fied Websrte for the time penods spec�fied m the apphcable User
Documentation We will not alter the content of any mformation that we receive from you or the receivers We are
not respons�ble for the accuracy of any of the mformarion that we receive
Payment requests ongmated via the EDI Serv�ces will be sub�ect to the terms and condit�ons for the underlymg
payment sernces (Check Issuance and Document Pnnhng, ACH and/or Wire Transfer and Internahonal Electromc
Funds Transfer) as descnbed m their respect�ve sections of this Booklet
RECEIVING REMITTANCE INFORMATION
Remrttance mformahon can be dehvered to you m a mutually acceptable form and manner and will be covered
under the Informat�on Reportmg sect�on of th�s Booklet
ELECTRONIC FOREIGN EXCHANGE
Our Electromc Foreign Exchange Serv�ces allow you to mitiate FX Requests over the mternet or by telephone By
accessmg our Website, you can request that we prov�de an FX Transaction quotat�on, and by acceptmg our quotat�on
you can electromcally enter mto FX Transact�ons, all m accordance wrth the mstruct�ons prov�ded m the appLcable
User pocumentat�on
AUTHORIZED PERSONS
Before usmg an Electron�c Foreign Exchange Service, you give us, by completmg the appl�cable appl�cation, a
wr�tten l�st of the persons authonzed by you, mcludmg the securtty admmistrators, to perform certam dut�es m
connect►on wrth the Electromc Fore�gn Exchange Service
SECURITY PROCEDURE
You agree to use the Secunty Procedure, if any, when you send us FX Requests The purpose of the Security
Procedure is to venfy the authent�city of FX Requests del�vered to us m your name and not to detect errors m the
transm�ss�on or content of the FX Requests Each t�me you use an Electromc Fore�gn Exchange Service, you
represent and warrant that, �n v�ew of your requ�rements, the Secunty Procedure is a sat�sfactory method of
venfymg the authent�c�ty of FX Requests
You agree that we may act on FX Requests, even �f they are unauthonzed, �f we act m good fa�th and comply w�th
the apphcable Secur�ty Procedure and any wntten agreement wrth you restr�ctmg our act�on on FX Requests In such
cases, we may enforce or retam your payment to us for such FX Requests, provided, however, we may not enforce
AD-AG-0455B (2010) 27
or retam payment �f you prove that the unauthorized FX Requests were not caused by a person (�) entrusted at any
time to act for you w�th respect to FX Requests or the appl�cable Secur�ty Procedure, (u) who obtamed access to
your prem�ses, computer eqwpment or transmittmg facilities or (�u) who obtamed, from a sowce controlled by you,
mformat�on (such as keys and passwords) which facilrtated breach of the appl�cable Secunty Procedure
EFFECTIVENESS OF FX TRANSACTIONS
You del�ver FX Requests to us through the Service and we send you a quotation that you can accept electromcally
You must follow al] system mstructions, procedures and warnmgs del�vered to you on the Webs�te provided for the
Servtce Once we recerve your acceptance of our quote, we send you our deal acknowledgment m accordance w�th
the applicable User pocumentation, and the FX Transaction will be bmdmg and effect�ve The FX Transaction is not
completed until we send th�s acknowledgment You are respons�ble for contactmg us outside the Service if you have
not rece�ved our electromc acknowledgment w►thm the time spec�fied m the applrcable User pocumentat�on (or m
the absence of such specificat�on w�thm a reasonable t�me) We will book FX Transactions at our New York office
Notwrthstandmg anythmg to the contrary m this Booklet, we reserve the nght to wrthdraw the Serv�ce or termmate
your access to the Service at any t�me w�thout notice
ACCOUNT DEBITS
You must have Collected and Available Funds m yow account wh�ch, when added to funds wh�ch may be made
available under a lme of cred�t, are suffic�ent to cover your FX Requests You may m�tiate an FX Request only �f the
offsettmg debrt to your account, mcludmg the available lme of credrt, will not cause you to exceed the account
balance accordmg to your records If your records and ours disagree regardmg the account balance, our records will
control for purposes of our processmg the FX Request
Unless you have available funds under a line of cred�t with us, you are obl�gated to pay us the amount of any FX
Request once we recerve your FX Request We will debit the account you spec�fy for the amount of your payment
before we process your FX Request If, for any Busmess Day, we rece�ve more than one FX Request and/or other
rtems payable from your account, we may deb�t your account for such FX Requests and �tems m any sequence we
determme m our sole discret�on
If you have available funds under a lme of credit w�th us, we will debtt your specified account for the amount of
your payment on the settlement date of the FX Transachon Pnor to the settlement date, you can request a change to
the spec�fied settlement account for the FX Transaction by usmg the Website for the Serv�ce We w�ll not be
obligated to implement such a change, and the change will not be effectrve until we have had a reasonable
opportunrty to review and act upon your request
REJECTION OF FX REQUESTS
We may re�ect any FX Request which does not comply w�th the requirements of this Booklet or the appl�cable User
Documentat�on, mcludmg any processmg l�mrts descnbed m such User pocumentat�on, or wh�ch we have been
unable to verify through use of the Secunty Procedure We also may re�ect any FX Request wh�ch exceeds the
Collected and Available Funds (mcludmg funds made ava�lable under a Ime of cred�t) on depos�t w�th us m the
apphcable account Not�ce of re�ect�on is grven to you by telephone, by electromc means, by facs�m�le or, m event
such notice cannot be grven by any of those means, by mail Not�ces of re�ect�on w�ll be effect�ve when given
CONFIRMATIONS AND SETTLEMENTS
You agree that FX Transactions effected through the Serv�ce are automat�cally confirmed and do not requve any
further confirmat�on Fore�gn exchange transact�ons effected by a method other than the Service may also be
confirmed on the Webs�te for the Serv�ce m accordance wrth the User pocumentat�on Your electromc confirmat�on
of each such foreign exchange transact�on shall have the same effect as if you had rece�ved a wntten confirmat�on
from us and had rev�ewed, manually s�gned and returned the s�gned confu to us
AD-AG-0455B (2010) 28
INTERRUPTION OF COMMUNICATIONS
In the event of a serv�ce �nterrupt�on mvolvmg the Service, you may effect FX Transact�ons, confirm FX
Transact�ons, and spec�fy settlement mstruchons by contactmg one of our tradmg rooms or operat�ons centers by
telephone as designated m the appi�cable User pocumentat�on
ELECTRONIC STOP PAYMENT
Our Electromc Stop Payment Serv�ces allow you to electromcally place or cancel a Stop Payment Request Th�s �s m
addition to your abil�ty to make stop payment requests m person, by telephone or m wntmg as described m your
Account Agreement
A Stop Payment Request will not be effect�ve unt�l we review our records for the hme penod specified m the
appl�cable User pocumentation, determme that the check has not been pa�d dunng that per�od and respond to you
wrth an onlme status of your request of "accepted" (rather than "re�ected" or "pendmg")
A Stop Payment Request termmates at the end of the penod designated m the appl�cable User pocumentat�on,
unless the Stop Payment Request �s renewed or canceled earher A Stop Payment Request �s canceled automahca]]y
when the account on which the check �s drawn �s closed or transferred
REQUESTING STOP PAYMENTS
You will mclude m each Stop Payment Request the Magnetic Ink Character Recogmt�on (MICR) senal number and
exact amount (dollars and cents) of the check for wh�ch payment is bemg stopped and the account number on which
the check is drawn You understand and agree that we can only stop a check that shows exactly the same MICR
senal number and amount as that mcluded u► the related Stop Payment Request smce our computer system �dentifies
a check on the bas�s of the MICR senal number and the exact amount of the check
You will review your account statements pr�or to transm�ttmg any Stop Payment Request You will not transmit any
Stop Payment Request relatmg to a check that has been shown to be pa�d on such statements If a check does not
appear as paid on a statement w�th the correct check senal number due to defective or damaged MICR mformation
on the check, we are not l�able for processu►g the check
In some cases, we may pay a check even �f a Stop Payment Request �s m effect For example, �f one of our branches
(or bankmg centers) or affil�ates becomes a"holder m due course" of the check that you asked us to stop, we may
shll pay the check
The procedures for placmg and acknowledgmg Stop Payment Requests are descnbed in the appi�cable User
Documentation
IMAGE SERVICES
Our Image Serv�ces will make available to you dig�tal images of checks, drafts, deposited �tems, returned items,
notices of deb�t ad�ustments (w�th respect to th�s sect�on, "debrts") and/or not�ces of cred�t ad�ustments and depos�t
sl�ps (wrth respect to this section "credrts") with respect to spec�fied accounts establ�shed wrth us (Such Services do
not mclude Image Lockbox Serv�ces, which are provided m connecUon wrth our Lockbox Serv�ces ) D�grtal �mages
will be made ava�lable to you at such t�mes as may be set forth m the appl�cable User pocumentat�on or as otherw�se
estabhshed by us
Images may be made ava�lable to you by Webs�te, file transmission or by CD-ROM/UVDs Images available v�a
Websrte mclude checks, drafts, deposited rtems, returned rtems, debrts and credrts Images available via file
transm�ss�on mclude checks, drafts, returned rtems, debrts and credrts D�grtal images made available v�a CD-
ROM/DVDs, wh�ch may be accessed through the use of CD-ROM/DVD software that we provide to you, mclude
AD-AG-0455B (2010) 29
checks, drafts, debits and, cred�ts If you elect to rece�ve Account Reconc�lement reports and/or Demand Deposit
Account (DDA) statements on a CD-ROM/DVD, images of such reports and/or statements will also be made
available to you by CD-ROM/DVD
If an �mage of a check or draft �s m�ssmg or is illegible, we will provide you w�th a copy upon your request Your
request must mclude the account number, the check senal number, the exact amount (dollars and cents) of the
payment and the date the payment was made We may assess a fee for cop�es prov�ded to you We w�ll not be liable
for failure to provide coptes by a given hme or for failure to prov�de cop�es we are not reasonably able to prov�de
Notwithstandmg the Limrtarion of Liab�lrt�es sect�on of th�s Booklet, we w�ll not be l�able for damages arismg under
any Image Service m excess of the amount of the check, draft or miscellaneous debrt givmg nse to your claim Any
such claim must �nclude the account number, the check senal number, the exact amount (dollars and cents) of the
payment, the date the payment was made, the name of the payee, a detailed explanat�on of how the claimed loss
occurred and the name, address and phone number of the payee
Notwrthstandmg the Suspenswn and Termmat�on sect�on of this Booklet, m the case of an Image Serv�ce usmg CD-
ROM/DVDs, termmation of such service upon 30 days not�ce may not be effective eazl�er than the first day of the
statement penod �mmed�ately following the statement penod durmg which such notice is g�ven
INFORMATION REPORTING
Our Information Reportmg Serv�ces make certam account, transaction and related mformahon ava�lable to help you
control and manage your accounts Th�s may mclude mformat�on generated from other Serv�ces you use You may
have mformation reported d�rectly to you or, with certam of our Informahon Reportmg Services, reported at your
direcrion to another financ�al mstrtut�on or other enrity InformaUon reported on a current day bas�s �s sub�ect to
updatmg and, therefore, at any pomt m t�me may not reflect the u►formation on our records at such time In addrt�on,
such mformat�on may be sub�ect to ad�ustment upon final postmg Detailed mformation regardmg an Informat�on
Reportmg Service is ava�lable m the appl�cable User pocumentat�on
ACCOUNTS OF OTHER COMPANIES/ORGANIZATIONS
You may elect to have accounts of another company/organ�zation reported to you w�th any of our Information
Reporting Sernces You agree that, for each such account, the company/organizat�on will prov�de us wrth rts wrrtten
author�zation, m a form acceptable to us, for us to make its account mformation available to you However, you do
not need to prov�de us such wntten authonzat�on if the other company/organ�zat�on is a U S Subs�d�ary and rts
accounts are dom�ciled m the United States of Amenca In that case, you represent and warrant that such other
company/orgamzation �s a U S Subsidiary and that �t has authonzed us to make its account mformat�on available to
you
ACCOUNTS AT OTHER BANKS
You may also elect to have your accounts, or accounts of another company/orgamzat�on, that are ma�ntamed at
another financ�al mshtut�on reported through certam of our Informat�on Reportmg Serv�ces If you do so, you agree
that you and the other company/organizat�on will authonze such other financ�al mstitut�on to make the reportmg
mformat�on available to us and to take all other act�ons necessary for us to provide Informat�on Reportmg Serv�ces
to you We shall not be responsible for the accuracy or timelmess of any mformahon prov�ded to us by any such
financ�al mstitut�on
THIRD INFORMATION
If you gam, through your use of one or more Services, access to any mformation relatmg to any person other than
us, you or any of your Subs�d�anes wh�ch have authonzed your rece�pt of such mformation, you agree that you will
treat such third-party mformat�on as str�ctly confidential and you shall not d�sclose rt to any person outside your
company or to any persons w�thm your company except those who have a need to know Further, you shall ensure
AD-AG-0455B (2010) 30
that adequate measures have been taken to prevent the unauthor�zed use of any such th�rd-party �nformation You
agree that you will not use any such third-party mformat�on for your own purposes other than m a commumcat�on to
us relatmg to the Service
LOCKBOX
Our Lockbox Serv�ces mvolve the processmg of checks and other payment mstruments, such as drafts, that are
received at a Lockbox Address or by spec�al arrangement wrth us, excludmg wrthout limrtat�on the processmg of
cash, stock cert�ficates and tang�ble valuables W�th a Lockbox Serv�ce, you mstruct your customers to mail checks
and other payment mstruments you want to have processed under a Service to the Lockbox Address We are not
l�able to you for losses you suffer if anythmg other than checks or other payment mstruments are sent to the
Lockbox Address We and/or our agents will have unresmcted and exclusive access to the mail sent to the Lockbox
Address
If we receive any ma�l contammg your lockbox number at our lockbox operat�ons locat�on (mstead of the Lockbox
Address), we may handle the mail and reserve the nght to deposrt the rtems as �f they had been recerved at the
Lockbox Address
PROCESSING
We will handle checks rece�ved at the Lockbox Address accordmg to the appl�cable Account Agreement, applicable
User pocumentat�on and our availabil�ty schedule, as �f the checks were del�vered by you to us for depos�t to your
designated account, except as modified by th�s Booklet
We will open the envelopes picked up from the Lockbox Address and remove the contents Checks and other
documents contamed m the envelopes w�li be mspected and handled m the manner spec�fied m the set-up documents
for the appl�cable Lockbox Address We capture and report mformat�on related to the lockbox processmg, where
avatlable, if you have spec�fied th�s opt�on m the set-up documents As appropr�ate, we will endorse all checks we
process on your behalf and depos�t them m the account you des�gnate for the applicable Serv�ce
If we process an unsigned check as mstructed m the set-up documents, and the check �s paid, but the account owner
does not authonze payment, you agree to mdemmfy us, the drawee bank (wh�ch may mclude us) and any
mtervenmg collectmg bank for any habil�ty or expense mcurred by us or such other bank due to the payment and
collect�on of the check
If th�s opt�on ts available and �f you mstruct us not to process a check bearmg a handwntten or typed notat�on
"Payment m Full" or words of sim�lar �mport on the face of the check, you understand that we have adopted
procedures des�gned to detect checks beanng such notat�ons, however, we w�ll not be liable to you for losses you
suffer if we fail to detect checks beanng such notat�ons
Unless we agree otherwise, each Busmess Day we will prepare and send remittance matenals (�mages v�a mternet,
electromc file and/or paper packages) relatmg to the Lockbox Address to you at the address you specify for that
Lockbox Address other than �mage lockbox The matenal w�ll mclude, but �s not l�mated to, any checks not
processed m accordance with the set-up documents plus mformation regardmg the deposit for the day For the
wholesale Lockbox Serv�ce, the package will also mciude mvo�ces and other matenals received at the Lockbox
Address
If you subscr�be to the Image Lockbox Serv�ce, unless we agree otherwise, we w�ll retam images of processed,
lockbox checks, rem�ttance documents and correspondence for an archrve penod of a rollmg 45 days The images
will be sent to you via an encrypted CD-ROM or other encrypted med�um as specified m the User pocumentat�on
Upon rece�pt, you must promptly not�fy us if such CD-ROM contams a med�a defect or is unreadable m�ts entirety
Sub�ect to the terms herem regardmg the retent�on of lockbox �mages, we will use reasonable efforts to replace the
CD-ROM, which shall be our sole obligat�on and your sole remedy with respect to defects m the CD-ROM If you
AD-AG-0455B (2010) 31
elect to not rece�ve an encrypted CD-ROM of the lockbox images, we will have no obligat�on to prov�de copies of
such rtems, other than a copy of the check �mage
ACCEPTABLE PAYEES
For the Lockbox Address, you w�ll prov�de to us the names of Acceptable Payees m wntmg We will process a
check only if �t is made payable to an Acceptable Payee and �f the check �s otherw�se processable In some
�unsd�ct�ons outs�de the Unrted States, an Acceptable Payee �s l�m�ted to you and lim�ted vanations of your name In
all other �unsd�ctions, mcludmg the Umted States, you warrant that each Acceptable Payee is either you or your
affil�ate If an Acceptable Payee �s your affil�ate, then you also warrant that such Acceptable Payee has authorized
checks payable to �t to be cred�ted to the account you des�gnate for a Lockbox Serv�ce We may requ�re wntten
authonzat�on from any such Acceptable Payee We may treat as an Acceptable Payee any vanahon of any
Acceptable Payee's name that we deem to be reasonable
NOTIFICATION SERVICE
Our Not�ficat�on Sernces, where available, allow you to recerve certam types of Not�ces The types of Not�ces
relahng to a particular Serv�ce are further descnbed m the User pocumentat�on
You agree Notices are m addrt�on to and not a replacement of or subst�tuhon for the Services rece�ved by you under
th�s Booklet or any other agreement between you and us As set forth m the User pocumentation, your system
admmistrator(s) shall mstruct us with respect to your use of the Notification Services
You acknowtedge and agree that Norices are provided as a convemence and as such you (a) acknowledge and agree
that you may not rely on the receipt or expected receipt of a Notice, or the contents (or lack thereo fl of any Notice,
to rel�eve you of any of your obligations or duhes under the terms of th�s Booklet or otherw�se, and (b) must
contmue to use the Services m compliance w�th the applicable terrr►s of th�s Booklet or such other agreement
between you and us Notwithstandmg any terms to the contrary, you agree that we shall not be hable m any case (�)
for any fa�lure to prov�de, or any delay m providmg, any Not�ce, (ii) if any Not�ce �s mtercepted or received by an
unauthonzed person or entity, and (m) �f any Not�ce �s maccurate or mcorrect in any way
PAYMENT AND INVOICE PROCESSING SERVICES
When you enroll to use the Payment and Invo�ce Processmg Serv�ces, you w�ll choose to enroll as a Disburser or
Payer, or both With our Payment Service, if you are a D�sburser you may request us to ongmate on yow behalf
payments to Collectors W�th our Invoice Processmg Serv�ce, if you are a Payer, you will rece�ve mvoices sent to us
from B�Ilers, manage those invo�ces through use of our Websrte, and elect whether to use our purchase order
matchmg process The cap►tal�zed ACH terms appearmg u► ital�cs below are defined tn the NACHA Rules
SECURITY PROCEDURE
You agree to use the Secunty Procedure when you electromcally transm�t Transact�on Requests to us or our th�rd
party processor The purpose of the Secur�ty Procedure �s to venfy the authent�city of Transact�on Requests
del�vered to us or our th�rd party processor and not to detect any errors m the transm�ssion or content of these
messages Each t�me you use a Payment Serv�ce, you represent and warrant that, m view of your requirements, the
Secunty Procedure �s a sat�sfactory method of venfy�ng the authent�crty of Transact�on Requests You agree we or
our th�rd party processor may act on any electromcally transm�tted Transact�on Request, the authent�c�ty of wh�ch
we or our third party processor, as applicable, have venfied through use of the Secunty Procedure
YOUR RESPONSIBILITIES
If you are a Disburser
AD-AG-0455B (2010) 32
• You must create and transm�t to us or our third party processor a Transaction Request for each Entry you
want us to or�gmate on your behalf You must make certam that each Transact�on Request conforms m
form and substance to the requirements, mcludmg cutofftimes on a Busmess Day, descnbed m the
applicable User pocumentat�on
• You must retransm�t any Transact�on Request or other message m�t�ally transmitted to us or our third
party processor through the Payment Service �f you have not received an acknowledgment message from
us or our third party processor wrthm the t�me penod spec�fied m the apphcable User pocumentahon
• You authonze us or our thu�d party processor to or�gmate cred�ts and deb�ts to yow Transact�on Account
through the ACH network m accordance with th�s Booklet and the NACHA Rules
• You must comply w�th the NACHA Rules for all Transaction Requests and Entnes, whether or not a
Transact�on Request or Entry is sent through the ACH network We act as the Ongrnator, on your behalf,
and Ongznahng Deposttory F�nanc�al Institut�on (ODFI) with respect to Enmes You w�ll del�ver
Transact�on Requests to us as prov�ded m the User pocumentation and the NACHA Rules The NACHA
Rules govern �f they confl�ct w�th th�s Booklet or User pocumentat�on, except that the file specification
requirements m the User pocumentat►on govern �f they confl�ct w�th the NACHA Rules
• Before usmg the Payment Serv�ce, you must g�ve us a written I�st, m a form acceptable to us, of the
persons author�zed by you to venfy the authent�city of Transaction Requests, Entnes and
Reversal/Delet�on Requests m accordance wrth the Secunty Procedure and to perform certam other
duhes m connect�on with such Service
• You must pay us with Collected and Available Funds for all Transact�on Requests and cred�t Entnes
before the settlement date If you pay us usmg one of our W�re Transfer Services, the terms and
condit�ons of the Wire Transfers and Intemat�onal Electromc Funds Transfers section of th�s Booklet will
apply If you pay us usmg one of our Automated Cleanng House (ACH) Services, the terms and
condrt�ons of the Automated Clearmg House (ACH) section of this Booklet will apply
If you are a Payer
• You will recerve mvo�ces from Billers through the Invo�ce Processmg Serv�ce
• If you elect to use our purchase order matchmg process, you will send us a file of outstandmg purchase
order data, wh�ch we will use to match mvoices and purchase orders
• You will use the appl�cable Webs�te to manage mvo�ces by you, as descnbed m the User pocumentation
• For those invoices, which are approved by you, you w�ll enter such mvoice m your accounts payable
system and send payment to Biller m accordance wrth your agreement wrth such Biller
• Wrth respect to the Invo�ce Processmg Service, you agree that we have no obl�gahon to process payments
or to make certa�n payments are made to Billers
• You will resolve disputes regardmg mvo�ces from B�llers directly wrth such Billers and we have no
responsibility wrth respect to such d�sputes
When you enroll to use the Payment and Invoice Process►ng Serv�ces, you will become a member of the Network If
you are a D�sburser or a Payer, you must comply with the Network operatmg rules The operatmg rules are ava�lable
for your rev�ew at https //secure paymode com/pol�c�es/operatmgrules htm
OUR RESPONSIBILITIES
If you are a D�sburser
• We will send Entries on your behalf and m accordance w�th your Transact�on Request through the ACH
system or processed duectly to Transact�on Accounts with us, all m accordance with the User
Documentation We may send Entnes to any ACH processor selected by us or directly to another bank
• We will send an Entry to the ACH processor for settlement on the date you select m the appl�cable set-up
documentation, if we rece�ve the Transaction Request by the appl�cable processmg deadl�nes spec�fied m
the User pocumentahon for the Payment Serv�ce and, unless we agree m wntmg otherw�se, we have
rece�ved Collected and Available Funds from you for the Entry We may treat Transaction Requests we
AD-AG-0455B (2010) 33
rece�ve from you for processmg after a deadhne as �f rece�ved on the next Busmess Day Transact�on
Requests will be deemed received by us when we rece�ve the complete file at the locat�on spec�fied in the
User pocumentation
• We w�ll deb�t your Transact�on Account for the amount of the Transact�on Request
• We will make available to your Collectors any rerrllttance mformat�on received from you, as set forth
below
• We will g�ve you secure access to the status and h�story of payments made by you through use of the
Payment Service
• At your request, we w�ll contact those ent�ties you �dentify to discuss w�th them enrollmg as Collectors,
as described m the User pocumentat�on
If you are a Payer
• We will send you mvo�ces from Billers
• If you elect to use our purchase order matchmg process, we will accept from you an electromc file of
outstandmg purchase orders for use m that process and match ►nvoices to pwchase orders, as descnbed m
the User pocumentation
• We will prov�de you wrth a Websrte through wh�ch you can view and manage mvo�ces, as descr�bed m
the User pocumentat�on
• We will send you an electronrc file of approved �nvo�ces
PROVISIONAL PAYMENTS
You agree to comply with the NACHA Rules for all Transact�on Requests and Entr�es You agree to be bound by
the prov�sion of the NACHA Rules prov�dmg that payment of a cred�t Entry by the Recervang Deposttory Ftnanctal
Institutton (RDFI) to the Recezver �s prov►s�onal until the RDFI recerves final settlement for the Entry If final
settlement �s not recetved, the RDFI is ent�tled to a refund from the Recerver of the amount cred�ted This means that
the Receaver will not have been pa�d
Our payment of any deb�t Entry, retumed cred�t Entry or cred�t Reversal �s provis�onal until we recerve final
settlement for the Entry or Reversal If final settlement is not recerved, we are ent�tled to a refund and we may
charge your Transact�on Account for the amount previously credrted We may delay the availabil�ty of any amount
cred�ted for a deb�t Entry or cred�t Reversal �f we believe that there may not be sufficient funds m yow Transact�on
Account to cover any chazgeback or return of the Entry or Reversal
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Informat�on concernmg Entr�es w�ll be reflected m your account statements and, m some cases, m the form of
wr�tten or electromc adv�ces or reports that are produced by the Payment and Invo�ce Processmg Serv�ces You must
send us wr�tten nohce, wrth a statement of relevant facts, wrthm 14 days after you receive the first noUce or
statement ►ndicatmg a d�screpancy between our records and yours If you fail to g�ve the required notice, we will not
be liable for any loss of mterest or for compensatton for any other loss or cost relatmg to an unauthonzed or
erroneous deb�t to your account or any other d�screpancy reflected m the notice or account statement You must
not�fy us promptly by telephone or other electromc means approved by us for such purpose, and confirm such notice
m wntmg, of mformarion concernmg an unauthonzed or erroneous deb�t to your account �f you learn about or
d�scover �t from any source other than a statement, adv�ce or report from us
POSITIVE PAY
Our Pos�tive Pay Services allow you to �dent� except�on rtems, to request photocopies and/or electromc images of
exception �tems and to mstruct us whether to pay or return those �tems The options and features ava�lable for our
Pos�tive Pay Services are descnbed m the appl�cable User pocumentat�on In many locahons, �f you send us an issue
AD-AG-0455B (2010) 34
file, your mformation may be made ava�lable at the teller lme This �s called "Teller Posirive Pay," which helps
�dent�fy fraudulent checks that are presented for payment or depos�t at many of our bankmg centers Where
available, you also have the option to mclude payee names w�th the mformation available at the teller hne Th�s
serv�ce �s called "Payee Posrtive Pay " W�th Teller Positive Pay, or Payee Pos�tive Pay, where ava�lable, the
decis�on whether to pay such an �tem may be made by us at the teller hne Where available, you can also ident�fy
ACH Entr�es as exception items Please refer to the terms and cond�tions spec�fied m the ACH Posrt�ve Pay sect�on
of this Booklet
On each Busmess Day, we prov�de you a report of checks presented to us for payment on the pnor Busmess Day
and which we have �dentified as except�ons based on mformat�on you have prov�ded to us and as more fully
descnbed m the appl�cable User pocumentat�on Except�ons are determmed by companng checks presented to us
(erther by other deposrtory mst�tut�ons or, where appl�cable, for cashmg at one of our bankmg centers) with l�sts of
checks issued or canceled by you wh�ch you transm�t electromcally to us each Busmess Day by the t�me specified m
the appl�cable User pocumentat�on Alternat�vely, where available, you may choose an opt�on under wh�ch we
report all checks presented for payment, m which case we w�ll treat all such checks as exception �tems
On the same day we report except�on �tems to you, you must notify us, by the deadlme spec�fied m the appl�cable
User pocumentat�on, wh�ch checks you want us to pay or wh�ch to d�shonor and return If you fail to nohfy us by
the deadlme, we w�ll handle the except�on items m accordance with the prescnbed default procedure (wh�ch you
may choose where the choice �s available) Where required, you will md�cate which checks you want us to return,
havmg been deemed by you to be fraudulent Our deadl�nes, default procedures and procedures for acknowledging
pay and return requests are described m the appl�cable User pocumentat�on In order to ass�st you m maku►g your
decis�on whether we should pay or return except�on items, you may request a copy of any except�on rtem
AUTHORIZED PERSONS
Before usmg a Posrt�ve Pay Serv�ce, you grve us a wntten list, m a form acceptable to us, of the persons authonzed
by you to perform certam duhes m connect�on with such Serv�ce
ONLINE OPTION
You may access the daily reports of except�on items via one of our Websites Usmg that system, you must then
not�fy us by the appropnate deadhnes which excephon rtems to pay or which to return Notwithstandmg any
courtesy alerts we may prov�de to you regazdmg reports of except�on items, you are respons�ble for checkmg the
apphcable Websrte for daily reports of exceprion rtems and not�fymg us by the appropnate deadhnes which
exception rtems to pay or which to return
You may request photocopies of exception �tems, which we w��l fax to you, as more fu]]y descr�bed m the appl�cable
User pocumentat�on Where available, you may arrange to receive and d�splay electromc images of except�on �tems
MANUAL OPTION
Where available, we will prov�de you a report of except�on �tems You must then not�fy us by the appropnate
deadlmes wh�ch �tems to pay or which to return
ACKNOWLEDGMENTS
You author�ze us to return checks or to pay checks m accordance w�th your mstructions and the default procedure m
the appLcable User pocumentat�on We w�ll have no l�abil�ty for payment of a check wh�ch is unauthonzed or
fraudulent �f (i) the check is mcluded m a report of exception items, (v) you have not selected a return default for
exception rtems and (iii) you do not g�ve us timely mstruct�ons to return the check
You acknowledge that our Pos�t�ve Pay Services do not preclude our standard check processmg procedures, which
may cause a check to be d�shonored even �f your mstruct�ons or the default procedure do not otherw�se require us to
return such check
AD-AG-0455B (2010) 35
You acknowledge that, if you have our Teller Positrve Pay Service, the dec�sion whether to pay or not pay an �tem
may be made by us at a bankmg center
If you declme to use the Teller Pos�t�ve Pay Serv�ce offered by us, or fail to meet the appl�cable �ssue file deadlmes
m the User pocumentarion, you also acknowledge that, as between you and us, you will bear the full loss on checks
which aze drawn on your accounts wrth us and paid or deposited by us m good faith if the checks are counterfeits or
bear unauthonzed alterations to the amounts or unauthonzed maker s�gnatures, even �f such checks would otherw�se
be exception items
You acknowledge that our Posit�ve Pay Serv�ces are mtended to be used to identify and return checks which you
suspect m good farth are fraudulent They are not ir►tended to be used as a subst�tute for stop payment orders on
checks which aze not suspected m good faith to be fraudulent If we suspect or deem, m our sole discretion, that you
are usmg these Sernces contrary to those intent�ons, we may require you to provide ev�dence that checks we return
pursuant to your mstruct�ons or the return default, if appl�cable, were m fact fraudulent In add�tion, we may hold
you hable for losses we sustam on checks which we are requested to return under these Services and which you do
not reasonably establish as fraudulent checks
We will use reasonable efforts under the c�rcumstances to respond promptly to proper requests for copies of
except�on rtems if image rtems are unava�lable, but you acknowledge that our failure to prov�de cop�es does not
extend the deadlmes by wh�ch you must notify us of your pay/no-pay dec�s�ons
You acknowledge that you must fulfill your responsibil�t�es m connect�on with a Posrtrve Pay Serv�ce on each
Busmess Day
In the event we are required to utihze our busmess contmwty procedures, we will, �f feasible, apply the default
procedure m the appl�cable User pocumentatton In some cases, we may attempt to contact you
RECLEAR
Our Reclear Sernce resubmrts a check or other payment mstrument to the financ�al mst�turion on wh�ch rt was
drawn if the check or payment mstrument has been returned to us unpa�d wrth the notat�on "refer to maker,"
"nonsufficient funds" or "uncollected funds " Generally, we w�ll not notify you that such an rtem has been returned
to us unpa�d before we reclear rt If a recleared �tem �s returned to us a second hme, we will charge your account for
the total amount of the check or payment mstrument We generally total your returned �tems each day, deb�t your
account for the total amount and then send the returned checks and payment mstructions to you The items we send
to you serve as yow not�ce of the nonpayments
RE CHECK (RCI�
Our RCK Services allow you to collect el�gible RCK checks that have been returned for msuffic�ent or uncollected
funds, usuig the ACH Serv�ces wrthm the Umted States of Amenca, as descnbed m the appl�cable User
Documentat�on The creahon of the RCK Entnes on your behalf by us usmg the ACH Services will be sub�ect to the
terms and conditions of the ACH section of this Booklet, �ncludmg but not l�mrted to the Security Procedures
requ�rements descttbed m that sect�on The caprtal�zed ACH terms appeanng m rtaLcs below are defined m the
NACHA Rules
YOUR RESPONSIBILITIES
You authonze us to create RCK Entr�es on your behalf as provided m the User pocumentation and the NACHA
Rules You are deemed to be the Onginator under the NACHA Rules, and on each day you use a Serv�ce, you
represent and warrant that (i) you have obtamed all necessary authonzat�ons from the Recerver pnor to the mrtiat�on
of any correspondmg ACH Entry for a RCK and (u) you accept as Onginator all habil�ty correspondmg to the
representat�ons and watranties we as ODFI make under the NACHA Rules regardmg RCK
AD-AG-0455B (2010) 36
You shall pay us for the amount of any returned deb�t Enmes (mcludmg re�ected debit Entnes) or any ad�ustment
Entnes accepted by us and wh�ch we have previously credited to your account Such amounts shall be �mmediately
due and payable by you to us Returned debit Entnes appear on your reports to the extent agreed by you and us, and
you agree that we do not need to send a separate notice of deb�t Entr�es which are retumed unpatd
COMPLIANCE WITH NACHA RCK RULES AND LAWS
You agree to comply w►th the NACHA Rules for all Entnes whether or not an Entry �s sent through the ACH
network You act as an Originator and we act as an ODFI w�th respect to Enmes The NACHA Rules govern �f they
confl�ct wrth this Booklet, except that the file spec�ficat�on requ�rements m the User pocumentat�on govern if they
confl�ct with the NACHA Rules
Each ttme you use an RCK Service (�) you warrant that you have obtamed the appropnate authorizat�on from each
Receaver and the Entnes conform to the authorizat�on and comply w�th the NACHA Rules and (u) you make the
same warranties to us as we make under Sect�on 2 2 or any successor sect�on of the NACHA Rules
TAX PAYMENTS
Our Tax Payment Services allow you to mstruct us, usmg a touchtone telephone, our Software on yow computer,
our Webs�te, and any such method as may be descnbed m the applicable User pocumentat�on, to pay any of your
taxes which are reported or filed usmg the tax forms as more fully descnbed and spec�fied m such appl�cable User
Documentat�on Based on yow Tax Payment Instruct�ons, we prepare and rem�t your tax deposits Each of these
Services ►s descnbed m the appLcable User pocumentat�on
SECURITY PROCEDURE
You agree to use the Secunty Procedure when you del�ver Tax Payment Instructions and, as provided m the
applicable User pocumentat�on, cancellat►on requests to us The purpose of the Secunty Procedure �s to verify the
authent�c�ty of Tax Payment Instructions or cancellat�on requests and not to detect errors m the transm�ssion or
content of these messages You represent and warrant each t�me you use a Tax Payment Service that, m view of
your requirements, the Secunty Procedure �s a sat�sfactory method of venfymg the authent�c�ty of these messages
You agree we may act on any Tax Payment Instruct�ons or, as prov�ded m the appl�cable User pocumentahon,
cancellation requests, the authent�city of wh�ch we have ver�fied through the use of the Security Procedure
CUTOFF TIMES
You must comply w�th the deadlmes specified m the applicable User pocumentat�on for mit�at�on of Tax Payment
Instruct�ons If a Serv�ce allows you to send u►struct�ons to us after the cutoff t�me, or on a non-Busmess Day, we
may treat these mstrucrions as if we rece�ved them on the next Busmess Day
COMMUNICATION EXPENSE AND RISK
Transmission of Tax Payment Instruct�ons to us w�ll be at your expense, except that we may prov�de a toll-free
number telephone serv�ce If that serv�ce is d�srupted for any reason, you have the responsibil�ty and nsk of usmg
alternative means of commumcatmg Tax Payment Instruct�ons to us accurately and m t�me for us to perform any
Tax Payment Service
REQUIRED INFORMATION
You will furnish us wrth all required mformat�on and authonzat�ons at the t�mes, m the manner and with the content
spec�fied m the apphcable User pocumentat�on
AD-AG-0455B (2010) 3�
TAX FORMS AND REMITTANCES
After we have received complete Tax Payment Instructions from you, we prepare the related tax forms (which may
be on a magnehc tape or by electromc transm�ss�on as authonzed by the Internal Revenue Service or other tax
authonty, as applicable) for submiss�on to the appropr�ate tax author�ty
If perm�tted by the mput method, you may spec�fy a settlement date �n accordance wrth the User pocumentahon If
you use a touchtone phone as your mput method, you may request a specified settlement date by callmg the
designated customer representative for the appl�cable Tax Payment Serv�ce
For purposes of these Serv�ces, settlement date means the date you spec�fy that the taxmg authority's account is to
be credrted if you do not specify a settlement date, we will pay the amount you specify on or before the tax due
date If you specify the settlement date, payment will be made on the settlement date
ACCOUNT DEBITS
If you do not specify a settlement date, we deb�t yow account for any tax payment on the Busmess Day of
transm�ssion If you spec�fy a settlement date, we generally debit your account on the settlement date unless you are
prefundmg your tax payments Prefundmg means that you pay for all tax payments by such t�me before the
settlement date as we may specify At our discret�on, we may at any time w�thout not�ce deb�t your account on the
Busmess Day that Tax Payment Instruct�ons are transmitted to us (or on any other later date) If we deb�t the funds
on the transrruss�on date (or any other date before the payment date), we hold the funds as a deposrt habil�ty to you,
and not as trust funds, unt�l the date when we rem�t the funds to the appropnate tax authonty We will not pay you
mterest on the funds
We reserve the r�ght to debit your account and to make a tax payment on your behalf earlier than the tax due date if
the mformahon m your Tax Payment Instruction �s unclear or madequate to permrt us to determme the later due date
under the appl�cable Tax Payment Serv�ce or �f we otherw�se reasonably dec�de that any delay m the payment of the
tax may expose you to liab�l�ty for a tax penalty In such case we wili not be l�able to you for any lost use of funds
REJECTION OF INSTRUCTIONS
We may re�ect your mstruct�ons dunng or �mmed�ately after transm�ss�on to us �f they do not comply with the
requirements of this Booklet or the applicable User pocumentat�on or which we have been unable to venfy through
use of the Secur�ty Procedure You will be mformed of any such re�ect�on only as specified m the applicable User
Documentation, and no other not�ce of re�ecrion will be prov�ded
In add�tion, we may declme to perform any Tax Payment Serv�ce or to report any tax, file any tax form, or pay any
related tax for you, even if we have received mstruchons to do so, �f the tax payment and our related serv�ce fees and
charges exceed the Collected and Available Funds on depos�t m your account or your ACH processmg hmit If we
re�ect a Tax Payment Instruction for that reason, we w�ll promptly notify you by telephone or facsimile transrrussion
m which case we will not be liable to you for the tax payment, any mterest on the amount of your tax l�ability, or for
any tax penalty imposed on you m connectton w�th the tax l�ab�t�ty You agree these means of commumcat�on are a
reasonable means of notifymg you
CANCELLATION
Sub�ect to the prov�s�ons m the User pocumentat�on, you may cancel a Tax Payment Instruct�on pnor to
d�sconnection of the telephone call m the case of an mstruct�on mrt�ated by touchtone telephone or pnor to
transm�ssion to us of an u►struction mrt�ated through your computer or our Webs�te
Thereafter, a Tax Payment Instruct�on may be canceled only �f
• The tax payment has not been rem�tted, cred�ted or otherw�se made available to a tax author�ty
AD-AG-0455B (2010) 38
• A request to cancel provides suffic�ent mformat�on for us to effect the request
• The request is recerved by us by telephone or, at the ophon of either you or us, m wnhng (mcludmg
facs�mile transmiss�ons) m t�me (but m no event later than the deadlme specified m the appl�cable User
Documentarion) to afford us a reasonable opportumty to effect the request
OVERPAYMENTS
If we make an overpayment of your tax liability due to ow error, we will recredit your account for the amount of the
overpayment, and you agree to take such actions as we reasonably request to obtam a refund of the overpayment and
to arrange for payment of such refund to us In any event, you agree to repay us for any overpayment upon the
earl�er of (�) your recovery of such overpayment or (�i) the appl�cation of the related tax cred�t to another of your tax
payment obligations
RECORDS AND NOTICE OF ERRORS
We will provide you w�th statements and confirmat�ons contammg mformation about your tax payments m
accordance w�th and sub�ect to the appl�cable User pocumentat�on
Nothmg m this Booklet reheves you of any duty imposed by law or contract regardmg the mamtammg of records or
from employmg adequate audit, account and review pract�ces customanly followed by similar busmesses You w�ll
promptly rev�ew for accuracy all records, mformat�on and statements del�vered from time to time to you by us
You must send us wntten not�ce, wrth a statement of relevant facts, wrthm 14 days after you receive the first norice
or statement mdicatmg a discrepancy between our records and yours If you fail to give the requ�red notice, we will
not be liable for any loss of mterest or for any compensation for any other loss or cost relatmg to an unauthorized or
erroneous deb�t to your account or because of any other discrepancy m the not�ce or account statement You must
not�fy us promptly by telephone, confirmed m writmg, �f you learn or discover from any source other than a not�ce
or statement from us of mformat�on concernmg an unauthorized or erroneous debit to your account
SUPPLEMENTAL LIMITATION OF LIABILITIES
For each Tax Payment Serv�ce, this sect�on supplements the L�mitaUon of L�ab�liries secUon of this Booklet
If any Tax Payment Serv�ce �s mterrupted for any reason and you are unable to complete transmiss�on of your Tax
Payment Instruction to us, you will not be rel�eved of your obl�gation to make any t� payment otherwise
contemplated to be made by such Service We w�ll not incur any l�ab�lity if you fail to make any requ�red tax
payment by other means m the event of such mterrupt�on
Notwrthstandmg anythmg to the contrary, tf you mrt�ate a Tax Payment Instruct�on usmg an "expedrted payment
request", as specified m the appl�cable User pocumentatwn, such "expedrted payment requesY' �s sub�ect to our
pnor approval, at our sole discret�on If we do approve your use of such an "exped�ted payment request", and you
comply wrth the spec�fic rostruct�ons and procedures set forth m the applicable User pocumentat�on, we will make a
reasonable effort to act on the Tax Payment Instruchon mit�ated usmg such "expedited payment request," but we
w�ll have no Labil�ty �f rt is not effected
WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS
Th�s sect�on appl�es to our U S domestic and worldw�de w�re and mternal funds transfer serv�ces and to our
Internahonal Electromc Funds Transfer Services outside the United States of Amenca It does not apply to ACH
Services wrthm the Un�ted States of Amenca, wh�ch are covered m the Automated Cleanng House (ACH) sect�on of
th►s Booklet
Wire Transfer and Internat�onal Electromc Funds Transfer Serv�ces perm�t you to transfer funds electromcally and,
as appropnate, to transm�t related messages as more fully described m the appl�cable User pocumentat�on These
AD-AG-0455B (2010) 39
transfers are typ�cally from your accounts w�th us to other accounts at our bank, at ow affiliated banks or at other
el�g�ble banks These transfers may also mclude transfers to your accounts w�th us from your accounts at other
banks These transfers may be made accordmg to a spec�fic request from you or accordmg to your standmg
mstruct�ons (which may mclude daily sweeps from your accounts at our affiliated banks to yow account w�th us)
They also may be low-value batch payments made accordmg to mult�ple requests withm a smgle electromc data file
for transfers to or from your accounts
MULTIBANK
The Multibank Servtce perm�ts you to relay through us your mstructions to another bank to w�re transfer funds from
one of your accounts held at that other bank (as used m this sect�on, "mult�bank mstruchons") Before usmg the
Mulhbank Service, you must prov�de us with the account number and bank name for each account to be debrted
usmg th�s Service You also must provide the bank holdmg the deb�t account w�th express, wntten authonzation
(w�th a copy to us where requested) to act on mstrucrions we send to rt under this Sernce You agree that we may
rely on that authonzation until we have had a reasonable opportumty to act on not�ce that �t has been revoked
Mult�bank mstruct�ons are not payment orders to us, and we have no obl�gat�on to execute, transm�t or accept any
payment orders made to us under the Muit�bank Serv�ce
If we recerve any mult�bank mstruct�on via SWIFT, we w�ll relay your mstruct�ons to the rece�v�ng bank, sub�ect to
busmess day schedules for us, SWIFT, and the receivmg bank We will have no habil�ty ar�smg out of or relaring to
our forwardmg, or any re�ect�on by the other bank of, any such mstruct�on wh�ch �s not m the SWIFT format
required by the other bank for such mstruct�on Your mult�bank mstructions to us v�a SWIFT must be sent to the
SWIFT address spec�fied by us to you from t�me to time
If we receive any mult�bank mstruct�ons other than v�a SWIFT, we will e�ther, (�) where feas�ble, create a SWIFT
formatted message from your mstruct�on and relay �t by SWIFT to the other bank, or (u) use whatever means or
med�um we deem appropnate, mcludmg use of th�rd-party facil�ties, to reformat and transm�t your payment order to
another bank, and we have no duty to do so if your request �s defect�ve, mcomplete, erroneous or mcons�stent with
the terms of this Booklet We may act on your muit�bank mstruct�ons as we reasonably cons�der appropr�ate
notw�thstandmg any error, omiss�on, defect or lack of clanty m its terms and even if the mstruct�ons appear to
dupl�cate other mult�bank requests You agree that your mdemmty of us, as set forth m the Protechon From Thud
Part�es section of this Booklet, appl�es to any claims by another bank based on our sendmg a mult�bank mstruct�on
contammg any error, omiss�on, defect or lack of clar�ty
If you wish to cancel or amend a payment order set forth m a multibank mstruction, you must contact the bank to
which the payment order is d�rected and act m accordance with its procedures
Reports on mult�bank mstruct�ons which we have processed may be mcluded �n an Informat�on Reporting Serv�ce �f
you have arranged such reports from the bank that ►s sub�ect to such mstructions
COMPLIANCE WITH RULES AND LAWS
You agree to comply w►th all appl�cable payment system rules, mcludmg the nat�onal payment system rules and any
other applicable laws and regulat�ons of the receivmg country of your transact�on You also agree to comply with the
authonzat�on and nohce requirements appl�cable to any Request to deb�t another person's account
AUTHORIZED PERSONS
Before usmg a Wve Transfer Serv�ce or an Internat�onal Electromc Funds Transfer Serv�ce, you give us a wr�tten
list, ►n a form acceptable to us, of the persons authorized by you to perform certam dut�es m connect�on w�th such
Serv�ce
AD-AG-0455B (2010) 40
SECURITY PROCEDURE
You agree to use a Service m accordance with the relevant Secunty Procedwe The purpose of the Secunty
Procedwe �s to venfy the authent�city of Requests del�vered to us m your name and not to detect errors m the
transm�ss�on or content of Requests You represent and warrant each time you use a W�re Transfer Service or an
Internat�onal Electromc Funds Transfer Serv�ce that, m v�ew of your requ�rements, the Secur�ty Procedure �s a
sat�sfactory method of venfymg the authent�c►ty of Requests
You agree that we may act on Requests, even if they are unauthonzed, �f we act m good faith and comply w�th the
appl�cable Secunty Procedure and any wntten agreement wrth you restr�chng our act�on on Requests In such cases,
we may enforce or retam your payment to us for such Requests, prov�ded, however, we may not enforce or retam
payment �f you prove that the unauthor�zed Requests were not caused by a person (�) entrusted at any time to act for
you wrth respect to Requests or the appl�cable Secunty Procedure, (n) who obtamed access to your premises,
computer equipment or transm�ttmg facilrties or (»>) who obtamed, from a source controlled by you, mformahon
(such as keys and passwords) wh�ch fac�lrtated breach of the appl�cable Security Procedure
ACCOUNT DEBITS
You must have Collected and Ava�lable Funds m your account wh�ch, when added to funds wh�ch may be made
ava►lable under a Ime of credit, are suffic�ent to cover your Requests You may mit�ate a Request only if the
offsettmg deb�t to your account, mcludmg the available Ime of cred�t, will not cause you to exceed the account
balance accordmg to yow records If your records and ours d�sagree regardmg the account balance, our records will
control for purposes of ow processmg the Request
You are obl�gated to pay us the amount of any Request once we act on, other than to re�ect, your Request At ow
d�scret�on, we may at any t�me w�thout nottce require payment before we process your Request Even if we have
done so m the past, we are not obl�gated to process any Request without havmg first been pa�d by you, but, if we do,
the amount is immed�ately due and payable w�thout not�ce or demand
Pnor to mrt�atmg any W�re Transfer Service Request to debrt an account of a third party, you must provide us wrth
documents, m a form acceptable to us, evidencmg the th�rd party's author�zat�on
You will pay us for the amount of any retumed or re�ected deb�t transact�ons, or any ad�ustments, which we
prev�ously credited to your account
If, for any Busmess Day, we rece�ve more than one Request and/or other items payable ftom your account, we may
debrt your account for such Requests and rtems m any sequence we determme �n our sole d�screrion
ACTING ON REQUESTS
We w�ll use any means of transm�ssion, funds transfer system, cleanng house or mtermed�ary bank we reasonably
select to transfer funds
After we rece�ve a Request by the apphcable processmg deadlme (as specified m the apphcable User
Documentat�on), but no later than the value date stated m your Request (�f such date �s not earl�er than the day such
Request �s rece�ved), we will act upon such Request by makmg appl�cable account�ng entnes ar by transm�ttmg
payment mstruct►ons to the apphcable bank or other party If apphcable, our achng on your Request will also be
sub�ect to the busmess day schedule of any of ow bankmg centers or affil�ates hold�ng an account to be debited or
cred�ted under a Serv�ce We may treat Requests we rece�ve after a deadlme as �f we rece�ved them on the next
Busmess Day International Electronic Funds Transfer Serv�ces Requests w�ll be deemed received by us when we
receive the complete electromc data file at the locat�on specified ►n the appl�cable User pocumentat�on
AD-AG-0455B (2010) 41
REJECTION OF REQUESTS
We may re�ect any Request which does not comply with the requirements of this Booklet or the applicable User
Documentarion, mcludmg any processmg limrts descnbed m such User pocumentat�on, or wh�ch we have been
unabie to venfy through use of the Secunty Procedure We also may re�ect any Request wh�ch exceeds the Collected
and Available Funds (mcludmg funds made avatlable under a lme of cred�t) on deposrt w�th us m the appl�cable
account We may also re�ect any Request �f it may be returned for any reason under the appl�cable national payment
system rules of the receivmg country of your transact�on Not�ce of re�ect�on may be g�ven to you by telephone, by
electromc means, by facsimile or by mail, dependmg upon the method of origmation Not�ces of re�ection will be
effecrive when g�ven
CANCELLATION OR AMENDMENT
We have no obhgarion to cancel or amend Requests after we receive them or to cancel or amend any particular
funds transfer requested by a standmg mstruction wh�ch is m effect, however, �f you send us a Request mstructmg us
to cancel or amend a pnor Request and we are able to verify the authenticity of the cancellation or amendment
Request usmg the Secunty Procedure, we will make a reasonable effort to act on that Request, but we will not be
l�able if it �s not effected You agree to mdemmfy us agamst and hold us harmless from any and all l�abilrties,
cla�ms, costs, expenses and damages of any nature, mcludmg Legal Expenses, we mcur m connection w�th your
Request to cancel or amend Your obl�gations under th�s prov►s�on will surv�ve ternunat�on of these W�re Transfer
and Internahonal Electromc Funds Transfer Services
I �:Z�li/ �� [�]��\if 7�ii�i��Y Ky
Payment by us for any transact�on we cred�t to your account is prov�sional until we rece�ve final settlement for the
transact�on If final settlement �s not received, we are ent�tled to a refund and we may charge your account for the
amount credited We may delay the availability of any amount credited for a transact�on if we believe that there may
not be sufficient funds m your account to cover chargeback or return of the transact�on
INCONSISTENCY OF NAME AND NUMBER
A beneficiary's bank (mcludmg us when we are the benefic�ary's bank) may make payment to a beneficiary based
solely on the account or other ►dentifymg number We or an mtermediary bank may send a Request to an
mtermed�ary bank or benefictary's bank based solely on the bank �dent�fymg number We, any mterrr►ed�ary bank
and any beneficiary's banks may do so even �f the Requests mclude names mcons�stent w�th the account or other
identifymg number as long as the u►consistency �s not known by us or such other bank Ne�ther we nor any other
bank has a duty to determme whether a Request contams an mconsistent name and number
NOTICE OF ACCOUNT STATEMENT DISCREPANCIES
Informat�on concernmg payments made pursuant to your Requests will be reflected m your account statements and,
m some cases, m wntten or electromc adv�ces and reports produced through one of our Informat�on Reportmg
Serv�ces You must send us notice, m wntmg or by electronic means approved by us for such purpose, w�th a
statement of relevant facts, promptly after you receive the first notice or statement mdicatmg a d�screpancy between
our records and yours If you fail to give the requ�red notice w�thm 14 days, we will not be liable for any loss of
mterest or for any compensat�on for any other loss or cost relatmg to an unauthonzed or erroneous deb�t to your
account or because of any other d�screpancy m the nottce or account statement You must notify us promptly by
telephone, confirmed m writmg, if you learn or d�scover from any source other than a statement, adv�ce or report
from us of mformat�on concernmg an unauthorized or erroneous deb�t to your account
AD-AG-0455B (2010) 42
ELECTRONIC TRADE SERVICES
Our Electromc Trade Services mcludes, but is not l�mrted to, allowmg you to
• Imt�ate collections
• Instruct us to �ssue standby and commercial letters of credrt and guarantees
• Imtiate open account transactions
• Rece�ve advice of our receipt of purchase orders nammg you as the suppl�er
• Rece�ve advice of our receipt, confirrr►ation, or payment, of commercial letters of credrt adv�sed and
standby letters of credrt advised nammg you as beneficiary
• Request full or partial transfers of your commercial letters of credrt or full transfers of your standby
letters of credit
• Prepare documents m connect�on wrth your commerc�al letters of credrt
• Access reports on letter of credit transact�ons, open account transact�ons, collect�ons and bankers'
acceptances
• Access images of your relevant documents as they relate to your letter of cred�t transactions, collections
and open account transactions
• Request supply cham financmg transactions m the roles of e�ther a buyer or a seller
Detailed mformat�on regardmg each Serv�ce �s found m the appl�cable User pocumentat�on
COLLECTIONS
OUTGOING COLLECTIONS
Over the Counter Collechons Reports concernmg your over the counter collections are made ava�lable under the
Informat�on Reportmg sect�on of Electromc Trade Serv�ces m th�s Booklet
Direct Collections. Our Electromc Trade Serv�ces Direct Collections Serv�ce mcludes, but �s not l�m�ted to,
allowmg you to mrtiate a collect�on (as that term �s defined m the Umform Rules for Collect�ons) by delivenng an
mstruct�on to a collectmg bank
The mstruct�on will be on a form prescnbed by us, but we will not have any responsibihty or hab�hry for the terms
and condtt�ons of any tnstruct�on, you accept all such respons�b�lity and liab�l�ty Each direct collect�on will be
governed by the Umform Rules for Collections You will promptly transm�t to us a copy of the completed direct
collect�on form and, upon ow request, will prov�de to us copies of the underlymg documentation or other
mformat�on
You represent and warrant to us as of the date you transtrut the mstruct�on form to us that the direct collection is not
proh�b�ted under the fore�gn asset control or other regulat�ons of the Umted States of Amenca or the appl�cable laws
of any other �urisdictions
Upon our receipt of any payment of a d�rect collect�on, the amounts received (less related charges, d�sbursements
and/or expenses) will be paid to you, except that �f we are requ�red to return any such payment rece�ved upon the
msolvency, bankruptcy or reorgamzat�on of the presentmg bank or collectmg bank or other th�rd pariy or for any
other reason, you w�ll repay to us the amount pa�d to you together with mterest thereon from the date we returned
the payment and so not�fied you at the rate specified by us m our schedute of chazges Unpa�d items and related
documents rece�ved by us may be returned to you by regular ma�l at the address specified m the Authonzat�on and
Agreement Certificahon form wh�ch accompan�ed this Booklet or such other address as may be norified by you m
wrrtmg
An-a,c-oasss �20�0) 43
INCOMING COLLECTIONS
Our Electromc Trade Serv�ces Incommg Collections Serv�ce mcludes, but is not l�mrted to, allowu�►g you to (�)
request us to receive documentary time drafts, s�ght drafts or bills of exchange drawn on your appropr�ate account as
part of your trade transact�ons and (n) author�ze us to make such payments Such drafts are payable at s�ght or at a
future date All such drafts rece�ved by us shall e�ther be m the customary form of such drafts, or contam on the face
of the mstrument the words "draft" or "bill of exchange " Each draft must designate us as collectmg and/or
presentmg bank to make presentat�on to you for acceptance
You appomt us as your true and lawful attomey-m fact to act m your name, place and stead, solely for the purpose
of sigmng your acceptance on drafts m accordance w�th the procedures outlmed below You hereby grant to us all
powers necessary for us to s�g� your acceptance and thereby b►nd you to such acceptance We will date your
acceptance, specifymg your name, and will s�gn as your agent and attorney-m-fact We are also authonzed to sign
your name on your behalf w�thout statmg your name or our capacity hereunder This appomtrr►ent and grant �s
deemed coupled w�th an interest and may be revoked only by wntten not�ce of termmation
You will mdemmfy us agamst and hold us harmless from and defend us agamst any and all l�ab�lrties, cla�ms, costs,
expenses and damages of any nature (mcludmg Legal Expenses) that may directly or mdirectly result or arise from
or be mcurred u► connect�on w�th
• Any acceptance or other act�ons performed by us as attorney-m-fact, except to the extent directly caused
by our gross negl�gence or wiliful m�sconduct
• Any dishonor of a draft by you, and/or
• Any breach of or default under this Incommg Collections Serv�ce by you
We shall, w�thm a reasonable t�me after receipt of your author�zation to accept the draft, accept such draft on yow
behalf by s�gnmg your acceptance on such draft Wrthm a reasonable time thereafter, we will send an electron�c
not�fication to you Such notification will mclude your name, address and reference number, the amount of the draft,
�ts payment tenor, the matunty date, the drawer's name and the presenter's name You authonze us to accept, pay or
re�ect mcommg collecUons on your behalf
All drafts wh�ch we accept on your behalf, m the capac�ty as your attorney-m-fact, shall conclus�vely be deemed to
have been accepted m fact by you fully and for all purposes, as �f your had signed or executed the acceptance and
such draft
You author�ze us to deb�t your appropnate account for authonzed payments
STANDBY AND COMMERCIAL LETTERS OF CREDIT-ISSUED
Our Electromc Trade Sernces Standby and Commerc�al Letters of Gedrt-Issued Serv�ce mcludes, but is not hmrted
to, allowmg you to request us, by electromc transm�ssion, to �ssue a commerc�al or standby letter of cred�t or a
guarantee If electromc transm�ss�on �s unavailable, you may request us to issue such letters of credit or guarantees
by f� transm�ss�on Each letter of cred�t or guarantee which we agree to �ssue will be for your account or the
account of another ent�ty you designate Each commerc�al letter of cred�t we �ssue will be sub�ect to the UCP and,
when applwable, the eUCP, and each standby letter of credit we �ssue w�ll be sub�ect to the ISP98 A letter of cred�t
may be �ssued by any of our authonzed offices w�thm or outside the Umted States of Amenca A guarantee may be
�ssued by any of our authonzed offices outside the Umted States of America
More detailed terms and cond�t�ons concernmg the Electronic Trade Serv�ces Standby and Commerc�al Letters of
Credrt-Issued Serv�ce can be found m the Master Standby Letter of Cred�t Agreement and/or the Master
Commercial Letter of Cred�t Agreement (collect�vely, the Master LC Agreements ) Pnor to usmg the Electromc
Trade Services Standby or Commerc�al Letters of Credrt-Issued Serv�ce you will have to execute the apphcable
AD-AG-0455B (2010) 44
Master LC Agreement To the extent a d�screpancy occurs between th�s Booklet and your executed Master LC
Agreement(s) , such d�screpancy will be resolved by givmg precedence to the respect�ve Master LC Agreement
YOUR RESPONSIBILITIES
You represent and warrant to us as of the date of your �ssuance request of each commerc�al letter of cred�t and each
drawmg that you or the tmporter has obtamed all appl�cable and/or requ�red licenses and other governmental
approvals required for the import, export, sh�ppmg, storage of, financmg of or payment for the goods and documents
descnbed m the letter of cred�t You further represent and warrant to us, for each commercial and standby letter of
credrt �ssued, that you have the authonty to enter mto such letter of credit and that the letter of credrt will not violate
or confl�ct w�th any of the prov�sions of the appl�cable constituent documents or any other agreement or undertakmg
to which you are a party The transactions underlymg the letter of credrt are not prohib�ted under the fore�gn asset
control or other regulat�ons or laws of the Unrted States of America or the appl�cable regulat�ons or laws of any
other �unsd�ction
You will obtam, or cause to be obtamed, msurance covenng fire and other usual nsks on all goods descnbed m each
commerc�al letter of cred�t �ssued by us
You will re�mburse us upon demand all momes paid by us under or m respect of each such letter of cred�t or
guarantee, mcludmg payments on any draft, acceptance, order, �nstrument or demand drawn or presented under the
letter of credit or guarantee You w�ll pay us on demand mterest on all amounts pa�d by us or any other nommated
bank under each letter of credrt or guarantee from the date of such payment until we receive reimbursement at a rate
per annum specified m the applicable User pocumentat�on You w�ll re�mburse us m the currency m which the letter
of credit or guarantee �s denommated (or, at our opt�on, the equ�valent of the denorrvnated currency amount m U S
Dollars or the currency of the country m which the letter of credrt or guarantee was issued at the rate of exchange
quoted by us m the c�ty u► which the letter of credit or guarantee was issued for the sale of the denommated currency
agamst U S Dollars or such other currency on the date on which the denommated currency amount is paid by us)
Regardless of the expirat�on of the letter of credit or guarantee, you will remam l�able for all such amounts until we
are released from l�ability to all persons ent�tled to draw or demand payment under the letter of cred�t or guarantee
As a cond�t�on to our agreement to �ssue a letter of credit or guazantee, we may require you at any time to make w�th
us a cash depos�t, which may not accrue mterest or earnmgs cred�t, and to grant us a secunty mterest m the
underlymg goods and documents of title and/or any other property or accounts as we reasonably determme as
secunty for your obligat�ons to us
You will pay us Legal Expenses mcurred by us m connect�on with each letter of credit or guarantee mcludmg
without l�mrtat�on our defense of any proceedmg mrtiated by you to en�om payment or negot�arion by us of a letter
of credit or guarantee even �f you are awarded such rel�ef, prov�ded only that we have acted m good fa�th m
defendmg such act�on
If you request the issuance of a letter of credrt or guarantee l�stmg one of your Subsid�anes or another ent�ty as the
account party, each such request will be cons�dered a request by you for the �ssuance of a letter of credrt or
guarantee, and you will assume all liabil�ties and obligat�ons w�th respect to such letter of cred�t or guarantee You
represent and warrant to us that you will denve substant�al econom�c benefit from each underlymg transact�on
relatmg to each request for the �ssuance of a letter of cred�t or guarantee l�stmg your Subs�diary or another person as
the account party Your obl�gations under each letter of credrt or guarantee will not be released or discharged if
• We fail to collect any payment under such letter of credrt or guarantee d�rectly from the Subsidiary or
such other entity
• Any bankruptcy, reorgamzat�on, msolvency, receivership, moratonum or other such act�on effectmg
credrtors generally is filed by or agamst the Subs�d�ary or such other enhty
AD-AG-0455B (2010) 45
• We recerve payment from the Subs�d�ary or such other enhty, but it �s subsequently rescmded or must be
returned by us
OUR RESPONSIBILITIES
If we accept your request, we will issue the commerc�al or standby letter of credrt as descnbed m your electromc or
fax (�f electromc is unavailable) transm�ssion and pursuant to this Booklet and the UCP (wrth regazd to commerc�al
letters of credrt) and ISP98 (wrth regard to standby letters of credrt) If we accept your request, we w�ll �ssue the
guarantee as descnbed m your electronic or fax (if electromc �s unavailable) transm�ssion and pwsuant to th�s
Booklet
We will pay each commerc�al letter of cred�t pursuant to �ts terms, th�s Booklet and the UCP We will pay each
standby letter of credit pursuant to rts terms, this Booklet and the ISP98 We wili pay each guarantee pursuant to �ts
terms and this Booklet
CHANGE OF LAW OR REGULATION
If, subsequent to the �ssuance date of a letter of cred�t or guazantee, we determme that the mtroduction of or any
change m the mterpretation of any law, rule, regulat�on or gu�delme or the request of a central bank or other
governmental authonty will mcrease our costs relarive to our prov►dmg the Electromc Trade Serv�ces Standby and
Commercial Letters of Cred�t-Issued Serv�ce, as set forth below, then, on demand, you wil] pay us addrt�onal
amounts sufficient (as determmed by us) to compensate us for such mcreased cost Such mcreased costs could
mclude (i) reserve, deposrt, assessment or s�milar requuements or (ii) mcreases �n capital adequacy requ�rements
DEPOSIT ON TERMINATION EVENT
If there occurs an event wh�ch permits us, under the Suspens�on and Termmation sect�on of this Booklet, to
termmate this Service immediately, you w�ll deposit w�th us, on demand and as cash secunry for your obl�gat�ons to
us, an amount equal to the aggregate undrawn amount of the letters of cred�t and guarantees issued by us m the same
currency as the letter of credrt or guarantee, or, at our ophon, its equrvalent m U S Dollars or the currency of the
country m wh�ch the letter of credit or guarantee was issued You will not w�thdraw any amount so depos�ted except
to the extent such amount exceeds the undrawn and unre�mbursed amount of the letter(s) of cred►t and guazantees If
the amount deposited by you under th�s Booklet for a letter of cred�t or guarantee �s m a currency d�fferent than the
currency m which such letter of credtt or guarantee �s payable and the amount so depos�ted becomes less than the
value of the undrawn amount of the letter of cred�t or guazantee because of any var�at�on m rates of exchange, you
w�ll depos�t with us additional amounts m such other currency so that the total amount depos�ted by you under this
Booklet is not less than the equ�valent value of the undrawn amount of the letter of credrt or guarantee, determmed
by usmg the rate of exchange quoted by us on the date of our latest demand
OPEN ACCOUNT
Our Electron�c Trade Serv�ces Open Account Service permrts you electromcally to (i) mform us of your purchase
order details, mstruct us on exammmg required documents for comphance w�th your purchase orders and mstruct us
to pay the presentmg party and (n) prov�de notificat�on to your vendors of open account transactions m�tiated
through electromc means
Purchase Orders You will electron�cally transrrut to us, m accordance wrth applicable User pocumentat�on, files
of purchase orders you have sent to your vendors w�th mstructions to present documents to us The electromc files
will be m such format(s) and transm�tted through such channel(s) as you have selected and we have approved if you
are not requestmg us to issue a commerc�al letter of cred�t, each transaction will be flagged as an "open account"
payment type
When we receive requved documents, we will rev�ew them accordmg to your purchase order terms If and as
prov�ded by the open account payment type selected by you, we will match the documents agamst the pertment
AD-AG-0455B (2010) 46
purchase orders housed on our electromc database m accordance w�th the parameters established by you and
accepted by us If you have suffic�ent Collected and Available Funds m the account you have designated, we will
pay the presentmg vendors as provided under the open account payment type selected by you from the followmg
threetypes
• Importer matchmg — you match the documents agamst your copy of the pertment purchase order and
mstruct us how much to pay to the presenter and when to pay
• Bank matchmg — we match the documents agamst our electromc file of the pertment purchase order,
followmg the parameters estabhshed by you, we then electromcally mform you, mdicahng whether they
are compliant or non-compl�ant, and awa�t your payment mstruct�ons
• Auto-pay — we match the documents as descnbed above, and, if we determme they are compliant, make
payment to the presenter, �f we determme that the documents are non-compl�ant, we make payment only
upon your express mstruct�ons
Not�ficahon of Open Account Transachons W�th respect to open account nohfication letters, we will not�fy, by
Electromc Trade Services, fax, couner or mail as mstructed by you, your vendors of (�) ow receipt of such notices
nammg them as vendor and (ii) any payments made pursuant to drawmgs under such open account transact�ons
STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED)
Our Electromc Trade Serv�ces Standby Letter of Credrt-Adv�sed Serv�ce mcludes, but is not l�mrted to, allowmg you
to rece�ve adv�ce, by electromc transmiss�on, of (i) our receipt of any standby letter of credrt nammg you as
benefic�ary, (u) our confirmat�on of any such letter of credrt, (u�) the status of any documents or payments wrth
regard to any Standby Letter of Cred�t-Adv�sed, and (rv) any payment made pursuant to a draw�ng under any such
letter of cred�t
You may elect to have Standby Letters of Cred�t-Advised of a Subs�d�ary or other ent�ty reported to you w�th our
Electronic Trade Serv�ces Standby Lerter of Cred�t-Adv�sed Serv�ce You agree that the Subsidiary or other ent�ty
will prov�de us with a wr�tten authonzat�on, m a form acceptable to us, for us to make that Subsidiary or other
enhty's mformat�on ava�lable to you
General The Standby Letter of Cred�t-Advised and the Full Transfer (as described below) must be sub�ect to UCP
or ISP98, and our nghts hereunder are m addrtion to nghts we have under UCP or ISP98, as appl�cable
Full Transfer You may request the transfer of all of your r�ghts as beneficiary of a Standby Letter of Cred�t-
Adv�sed by subm�ttmg to us, for each transfer, a request providmg the followmg mformahon
• Standby Letter of Credtt number
• Name of issumg bank
• Our advice number
• Name and address of second benefic�ary's advismg bank
• Name and address of second benefic�ary
• Date of applicat�on
If we approve the transfer, we will place the appropnate endorsement on the Standby Letter of Credit-Adv�sed and
send it to the second beneficiary or send the second benefic�ary a transferred letter of cred�t document prepared by
us The second benefic�ary will have sole nghts as benefic�ary, whether exishng now or m the future, mcludmg sole
nghts to agree to any amendments, mcludmg mcreases or extens�ons or other changes You must prov�de us the
ongmal Standby Letter of Cred�t-Advised and any existmg amendments You understand that we may, at our sole
d�scret�on, refuse to approve any Full Transfer to a second benefic�ary You acknowledge that due to condrt�ons of
the ongmal Standby Letter of Credit-Adv�sed, certam propnetary mformat�on may be disclosed to the second
AD-AG-0455B (2010) 4�
beneficiary and/or to the appl�cant under the or�gmal Standby Letter of Credit-Adv�sed We w�ll have no l�abil�ty to
you m the event of such d�sclosure and, �n such event, you w►11 mdemmfy and hold us harmless from all claims of
third part�es You acknowledge that your nghts as benefic�ary m the ongmal Standby Letter of Credrt-Adv�sed are
irrevocably transferred to the second beneficiary(�es) who shall have sole r�ghts In that connect�on, your approval is
not required for us to honor a d�screpant presentation made by the second beneficiary
For our transfer fee, we may deb�t your account(s) w�th us, which you may des�gnate sub�ect to our reasonable
approval You also agree to pay us on demand any expenses wh�ch may be mcurred by us m connect�on with this
transfer
Parhal Transfers We do not permit part�al transfers of Standby Letters of Cred�t-Adv�sed
COMMERCIAL LETTERS OF CREDIT (CONFIRMED/LINCONFIRMED)
Our Electromc Trade Serv�ces Commerc�al Letter of Credit-Adv�sed Serv�ce mcludes, but is not hmrted to, allowmg
you to rece�ve adv�ce, by electromc transm�ss�on, of (�) our receipt of any commercial letters of cred�t nammg you as
benefic�ary, (ii) our confirmat�on of any such letter of credit, (u�) the status of any presentations or payments w�th
regard to any Commerc�al Letter of Cred�t-Advised, and (�v) notificat�on of any payment pursuant to a presentat�on
under any such letter of cred�t The Commerc�al Letter of Credit—Adv�sed Service also facilitates electromc
preparat�on of requ�red documents under such adv�sed letters of cred�t usmg electromc data captured through our
electronic adv�smg process
You may elect to have Commerc�al Letters of Credrt-Advised of a Subs�d�ary or other enhty reported to you wrth
our Commerc�al Letter of Credit-Adv�sed Service You agree that the Subsid�ary or other entity will prov�de us with
a wntten authonzat�on, m a form acceptable to us, for us to make that Subsid�ary or other entity's mformation
ava�lable to you
You may prepare requued documents based on your Commercial Letter of Credit-Adv�sed details You may then
edit and locally prmt those documents and cour�er them to us for presentation
General All Commercial Letters of Cred�t-Adv�sed (and any transact�ons thereunder, mcludmg transfers) must be
sub�ect to the UCP and our rights herem are m add�tion to nghts we have under the UCP
REQUESTS FOR TRANSFERS
Parhal Transfers You may request the part�al transfer of yow nghts as beneficiary, w�th or wrthout subst�tut�on of
mvo�ces, of Commerc�al Letters of Cred�t-Advised by subm�ttmg to us, for each transfer, a request prov�dmg the
followmg mformat�on
• Date of appl�cation
• Whether the transfer �s w�th or w�thout subsritut�on of mvo�ces and/or drafts
• Whether you refuse to allow amendments to be passed automatically to the second benefic�ary w�thout
yourconsent
• Our Commerc�al Letter of Cred�t-Advised reference number
• Name of tssumg bank
• Name and address of second benefic�ary
• Name and address of second beneficiary's adv�smg bank
• Amount to be transferred
• Description of inerchand�se sub�ect to the transfer
AD-AG-0455B (2010) 48
• Umt pnce (�f any)
• Expvat�on date for the transferred Commerc�al Letter of Cred�t-Adv�sed
• Latest shipment date for the transferred Commercial Letter of Credit-Adv�sed
• Number of days after shipment w�thm wh�ch documents must be presented for the transferred
Commerc�al Letter of Cred�t-Adv�sed
• Insurance percentage (�f apphcable) for the transferred Commerc�al Letter of Cred�t-Advised
If we approve the transfer, we will adv�se the second beneficiary of the terms and cond�tions of the transferred cred�t
by full text teletransm�ss�on, ma�l/airmail or couner (as we deem appropnate)
With respect to all part�al transfers, whether wrth or w�thout subst�tuhon of mvo�ces, you may refuse to allow us to
notify the second benefic�ary(�es) of any future amendment(s) received under the ongmal Commerc�al Letter of
Cred�t-Advised
If you elect transfer w�th substitution of mvo�ces, then, on our first demand, you w�ll del�ver to us withm one (1)
Busmess Day yow draft, commerc�al mvo�ce and any other required documents m compliance w�th the terms of the
ongmal Commercial Letter of Cred�t-Adv�sed The draft and documents are m subst�tution of those presented by the
second benefic�ary When (�) the documents of the second benefic�ary and the substitution documents from the first
benefic�ary are determmed to comply w�th the terms of the Commercial Letter of Cred�t-Advised or, if determmed
to be discrepant, are taken up by the �ssumg bank and (n) we are m receipt of funds, we will pay you m accordance
with your �nstruct�ons for the amount of the difference between your draft and the draft of the second benefic�ary,
less any fees due and payable to us m connect�on therewith If you fail, at our first demand, to delrver to us your
drafts, mvoices and other required documents as stated above, you acknowledge our right to present mvoices and
other documents rece�ved from the second benefic►ary m accordance w�th the instructions of the or�gmal
Commerctal Letter of Credit-Advised You also understand that we will not pay you the d�fference between the
amount of the draft of the second beneficiary and the amount authorized to be pa�d to you under the ongmal
Commerc�al Letter of Cred�t-Adv�sed
Full Transfers You may request the transfer of all of your nghts as benefic�ary, w�thout subst�turion of �nvo�ces, of
Commerc�al Letters of Credrt-Adv�sed by subm�ttmg to us, for each transfer, a request prov�dmg the followmg
mformation
• Date of appl�cation
• Our Commerc�al Letter of Cred�t-Adv�sed reference number
• Commerc�al Letter of Cred�t-Adv�sed number (�ssumg bank's number)
• Name of issumg bank
• Name and address of second benefic►ary
• Name and address of second beneficiary's advismg bank
• Amount to be transferred
If we approve the transfer, we w�ll place the appropnate endorsement on the Commerc�al Letter of Cred�t-Advised
and send rt to the second beneficiary or send the second benefic�ary a transferred letter of credrt document prepared
by us The second beneficiary will have sole nghts as beneficiary, whether exist�ng now or m the future, mcludmg
sole r�ghts to agree to any amendments, mcludmg mcreases or extens�ons or other changes
For any transfer, you must prov�de us the ongmal Commerc�al Letter of Cred�t-Adv�sed and any ex�stmg
amendments You understand that we may, at our sole d�scretion, refuse to approve any full or part�al transfer to a
second beneficiary You acknowledge that due to condrtions of the ongmal Commercial Letter of Cred�t-Adv�sed,
certam propnetary mformat�on may be disclosed to the second beneficiary and/or to the buyer under the ongmal
AD-AG-0455B (2010) 49
Commerc�ai Letter of Credrt-Adv�sed We will have no habil�ty to you m the event of such d�sclosure and, m such
event, you will mdemmfy and hold us harmless from all cla�ms of third parties You acknowledge that your nghts as
benefic�ary m the ongmal Commerc�al Letter of Cred�t-Advised (up to the amount shown m your request with
respect to partial transfers) are irrevocably transferred to the second beneficiary(�es) who shall have sole nghts (but
only up to the amount shown m your request m the case of a part�al transfer) In that connection, your approval �s
not required for us to honor a d�screpant presentat�on made by the second benefic�ary
For our transfer fee, we may deb�t your account(s) w�th us, wh�ch you may des�gnate sub�ect to our reasonable
approval You also agree to pay us on demand any expenses wh�ch may be mcurred by us m connection with this
transfer
INFORMATION REPORTING AND IMAGE ACCESS
We will make available to you, sub�ect to the terms of the Informat�on Reportmg sect�on of th�s Booklet, reports
mcludmg, but not necessarily hmited to, standby letter of credrt transact�ons issued and/or advised, commerc�al
letter of credrt transactions �ssued and/or advised, bankers' acceptances, collect�ons and open account transactions,
as more fully descnbed m the appl�cable User pocumentation
We will also make ava�lable to you images mcludmg, but not necessanly l�mited to, your relevant documents as they
relate to your letter of cred�t transactions, collect�ons and open account transact�ons, as more fully descr�bed m the
appl�cable User pocumentat�on
SUPPLY CHAIN
►�1•• • y:/�I`l3f�•1�1:7
Our Electron�c Trade Servwes Supply Cham Serv�ce permrts you electron�cally to (1) upload mvoices that you have
approved for payment, (2) make these uploaded mvo�ces available to your vendor for early financmg, (3) make
payments on these uploaded mvo�ces and (4) mquire and report on the status of these uploaded mvo�ces
Invoice Upload You w�ll electronically transmit to us, m accordance w►th apphcable User pocumentat�on, files of
mvo�ces that you have approved for payment on a future date and wh�ch you wish us to make available to your
vendors for eariy financmg The electromc files will be m such format(s) and transm�tted through such channel(s) as
you have selected and we have approved
Approval of Uploaded Invo�ces and Payment Once mvo�ces have been made available to the vendor, we w�ll, at
our discret�on, respond to the�r request for early financmg and will pay the vendors accordmgly On the maturrty
date of the mvo�ce, we w�ll collect funds from the account you have des►gnated if your vendor decides not to
d�scount an mvoice, you will, at matunty date, make payment to them through us
Reporhng Information reportmg �s available to you on the status of each mvo�ce and payment related to each such
mvo�ce as further descnbed m the appl�cable User pocumentat�on
SUPPLY CHAIN SELLER
Our Electronic Trade Serv�ces Supply Cham Serv�ce permrts you electron�cally to (1) select mvo�ces that you wish
to be cons�dered for early financmg and (2) mqu�re and report on the status of these selected mvo�ces
Invo�ce Selechon. You will have v�s�b�lity mto approved mvo�ces that are available for d�scounhng wh�ch you can
group together and electromcally request us to finance On receipt of a request from you, we will d�scount these
mvo�ces at an agreed upon rate from the date of discount until matunty We are not obl�gated to dtscount each
mvo�ce, and will treat them on a case by case basis If you decide not to discount an�nvoice, you will, at matunry
date, receive payment from your buyer through us
AD-AG-0455B (2010) 50
Reportmg Information reportmg �s available to you on the status of each mvo�ce and payment related to each such
mvo�ce as further descr�bed m the apphcable User pocumentahon
With regards to all Serv�ces covered by our Electromc Trade Serv�ces Supply Cham Serv�ce, more detailed terms
and cond�t�ons can be found m the appl�cable Supply Cham Serv�ce Documentation to be entered mto by you, us
and your vendor or buyer, as appl�cable To the extent a confl�ct exists between this Booklet and the appl�cable
Supply Cham Serv�ce Documentation, the terms and cond�t�ons m the Supply Cham Service Documentation will
govern
SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION
FOR ALL ELECTRONIC TRADE SERVICES
For each Electrontc Trade Serv�ce, th�s sect�on supplements the Limrtat�on of L�ab�l�ty secrion of this Booklet
You have sole respons�bil�ty for determmmg the level of security you require and assessmg the suttabil�ty of the
secunty procedures for these Serv�ces We have no duty to mvesrigate the authent�city of any appl�cation, mstrucrion
or other commun�cat�on you prov�de us usmg an Electromc Trade Serv�ce Also, we will have no l�abil�ty to you for
actmg upon any appl�cation, amendment or other commumcation purportedly transm�tted by you, even �f such
applicat�on, amendment or message
• Contams maccurate or erroneous mformation
• Constitutes unauthor�zed or fraudulent use of an Electromc Trade Serv�ce
• Includes mstruct�ons to pay money or otherw�se deb�t or credit any account
• Relates to the dispos�t�on of any money, secur�ties or documents
• Purports to bmd you to any agreement or other arrangement w�th us or w�th other persons or to commit
you to any other type of transact�on or arrangement
We are authorized, but not obl�ged, to rely upon and act m accordance with any applicat�on, mstruction, consent or
other commumcation by fax or other electronic transmiss�on (mcludmg without lim�tat�on any transm�ss�on by use
of our Software or a Webs�te) rece�ved by us purportmg to be a commumcation on your behalf w�thout mquiry on
our part as to the source of the transm�ssion or the identity of the person purportmg to send such commumcat�on We
are also authorized, but not obl�ged, to rely upon and act m accordance w�th any appl�cation, mstruct�on, consent or
other commun�cat�on by telephone, purportmg to be a communication on your behalf by an authorized person
des�gnated by you
AD-AG-0455B (2010) S 1
GENERAL PII�OVISIONS
ACCESSING SERVICES VIA THE INTERNET
We may make certam Serv�ces available via one or more Websites In addrtion to any other terms and condrtions
applicable to your use of such Webs�tes, you agree as follows
We reserve the r�ght to suspend your access to, and use of, a Website upon notice of a v�olation of any of the terms
and cond�t�ons appl�cable to such access and use In addition, we may suspend your access to, and/or use of, a
Websrte immediately wrthout not�ce where such act�on may be requ�red to prevent mterference wrth or disrupt�on to
serv�ces to other customers, to protect the mtegnty of our systems, or as may be required by law or regulation
Websites shall be used on►y for lawful purposes Without lim�tmg the foregomg, you agree not to use a Webs�te m
any way that would
• mfrmge any third party copynght, patent, trademark, service mark, trade secret or other propnetary nghts
or nghts of publ�c�ty or pnvacy
• be fraudulent or mvolve the use of counterfert or stolen rtems
• violate any law, statute, ordmance or regulahon (mcludu►g, w►thout limrtat�on, those governmg export
control, unfatr competrt�on, ant�-d�scr�mmaUon, defamarion or false advertismg)
• vwlate any contractual provis�on by which you are bound
• be false, misleadmg or maccurate
• create l�ab�hty for us or any service prov�der(s) or cause us to lose (m whole or m part) the services of
any service prov�der
• be defamatory, trade l�belous, unlawfully threatenmg or unlawfully harassmg
• mterfere with or disrupt computer networks connected to the network(s) used by you
• mterfere w�th or d�srupt the use by any other customer of the Webs�te and/or of any services accessed via
the Websrte
Violat�ons of system and network secunty are proh�brted, mcludmg but not l�mrted to unauthor�zed access to, or use
of, systems or data You agree not to attempt to probe, scan or test the wlnerabil�ty of a system or to breach
secunty or authent�cation measures or to seek to mterfere w�th any system or network secunty We will mvest�gate
violattons of system and/or network secunty and may mvolve law enforcement �f crimmal conduct �s suspected
Indtrect or attempted v�olations of these terms and cond�tions by you, and any actual or attempted violations by a
third party on your behalf, shall be considered v�olations by you
You agree to follow all our procedures and requtrements w�th respect to security m accessu►g and usmg a Website
and not to misrepresent your �dentity Where passwords or other access mforrr►at�on may be required, you are solely
respons�ble for the securrty of such access mformation and will hold us harmless from any unauthonzed access to or
use of systems that may result from your failwe to properly mamtam the secunty of such access mformat�on
You agree to cooperate w�th us and any serv�ce prov�der(s) w�th regard to your access to, and use of, a Webs�te,
mcludmg prov�dmg such techmcal ass�stance and mformat�on as we may reasonably request
You agree to access and use Websites only for the purpose mtended and not for any purpose of commerc�al
exploitation
AD-AG-0455B (2010) 52
CHANGES TO A SERVICE
You may request us at any time to change the processmg �nstruct�ons for any Serv�ce We are not obligated to
implement any requested changes until we have had a reasonable opportumty to act upon them In makmg changes,
we are ent�tled to rely on requests purportmg to be from you For certam changes, we may requ�re that your requests
be m wntmg, m a form and manner acceptable to us, or be from an authonzed person you des�gnate In addition,
certam requests for changes may be subJect to our approval
We may change, add or delete any of the terms and cond�t�ons applicable to any or all Serv�ces upon 30 days pr�or
not�ce to you m wntmg or by electromc means Your contmued use of or failure to ternunate any Serv�ce, after the
effect�ve date of the change, will md�cate your agreement to the change
COMMUNICATIONS
Any wntten notice or other wntten commumcat�on to be g�ven under the terms of this Booklet will be addressed to
the applicable address spec�fied on the Author�zation and Agreement form you return to us, except as you or we
spec�fy otherw�se m wrrtmg �n con�unchon wrth your accounts or pamcular Serv�ces Not�ces are effecrive upon
receipt, except as otherw�se prov�ded m th�s Booklet or any Matenals
You agree that we may electronically momtor and/or record any telephone commumcat�ons w�th you m those
countnes wh�ch perm�t that pract�ce If our records about any such commumcation are different from yours, our
records w�ll govern
If you choose to use unencrypted electromc mail to m�hate payment requests or other mstructions or otherw�se
commumcate wrth us, your use of such electromc mail w�th respect to a Serv�ce w�ll be sub�ect to the terms and
condrtions of this Booklet and w�ll comply wrth the appl�cable User pocumentation You further agree to bear the
nsk that such electromc mail may be corrupted, modified, garbled or hacked or rts confident�al�ty may be breached
by a th�rd party and the r�sk that we w�ll rely on such mail, wh�ch appears to be from you but wh�ch �s unauthonzed,
and that such rel�ance will result m a loss In addit�on, you agree that we may rely on the mtegnty of facs�m�le
transmissions that you send us and you agree to bear the nsk that the mformation we rece�ve d�ffers from that sent to
us, and that such reliance w�ll result m a loss
CONFIDENTIALITY
OUR OBLIGATION
We will mamtam the confident�altty of mformat�on obtamed from you tn connechon w�th Serv�ces we prov�de under
this Booklet m accordance with our normal procedures for safeguardmg customer informat�on and the policy
reflected m the Bank of Amenca Corporat�on Code of Eth�cs, except as otherw�se provided herem
YOUR OBLIGATION
You acknowledge our claim to propr�etary nghts m the Matenals and that the Matenals const�tute our "trade
secrets" or trade secrets of our l�censors or vendors You understand that all Mater�als are confident�al and you will
• Safeguard the Matenals at all times
• Establish and mamtam procedwes to assure the confident�al�ty of the Matenals and any password or code
subsequently changed by you
• Use the Mater�als only for the purposes for wh�ch we prov�de them
• Notify us promptly by telephone, confirmed m writmg, �f any Matenals are lost or theu confident�al�ty �s
comprom�sed
• You will not, nor will you allow anyone else to, do any of the followmg without our prior consent
AD-AG-0455B (2010) 53
• D�sclose any Mater�als to any person or entity, except to your employees and agents with a need to know
the Mater�als
• Make any cop�es, m whole or m part, of any Matenals m whatever form or med�um (electromc, pnnted
or otherwise) �n wh�ch they may ex�st from time to t�me, except as provided m the Software L�cense
sect�on
• Translate, reverse engmeer, d�sassemble or decomp�le any Software or secur�ty devices
These confident�al�ty obl�gat�ons contmue after a Serv�ce you are usmg �s termmated
You have sole respons�bility for the custody, control and use of all Mater�als You agree that no mdiv�dual will be
allowed to m�t�ate a request or other mstruction contemplated m th�s Booklet or to have access to any Matenals
without proper supervis�on and str�ct security controls If a Serv�ce requ�res use of user �dent�ficat�on codes or
passwords, we will be fully protected m relymg on the correct user ident�ficat�on codes and passwords, as descr�bed
m the relevant User pocumentat�on
GENERAL
Th�s section does not l�m�t either party's abil�ty to d�sclose mformat�on (i) that the other pacty has approved by pnor
wr�tmg for d�sclosure, (u) that is d�sclosed to its profess�onal adv�sors or aud�tors, (m) that �s or becomes publ�c
other than through a breach of these confidential�ty obhgat�ons, (iv) that was m rts possess►on or available to rt from
a th�rd party prtor to its rece�pt of it m connect�on wrth any Serv�ce, (v) wh�ch is obtamed by �t from a th�rd party
who is not known by it to be bound by a confident�ality agreement w�th respect to that mformation, (v�) as required
or requested by any secunties exchange or regulatory body to wh�ch e�ther party is sub�ect or subm�ts or (vi�) as
otherwtse requ�red to be d�sclosed by law or by legal or governmental process
In add�tion, you agree (�) that we may d�sclose to our offices, affil�ates, officers, employees and agents with a need
to know any mformat►on we obtam about you and (i�) that those offices, affiliates, officers, employees and agents
may d�sclose such mformat�on as perm�tted under the immediately precedmg paragraph
You acknowledge and agree that data processmg related to Serv�ces covered by th�s Booklet and your associated
accounts, or the part�al or complete delrvery of certam Services, may take place m countnes other than those where
you and your accounts with us are located You further understand that u�formation concemmg your relat�onsh�p
w�th us may be available on our electromc data system both for mformat�on management purposes and m order to
enable you to benefit from our electromc bankmg services You understand and agree that, as a result, your bankmg
relat�onsh�p mformat�on may be available to some of our offices, affil�ates, officers, employees and agents outs�de
the country or countnes where you and yoar accounts are located You authorize us to transmit your bankmg
relationsh�p mformation across nat�onal borders, notw�thstandmg the bankmg secrecy laws of any of the counmes
mvolved, as necessary or appropnate to prov�de any Serv�ces
It �s possible that m prov�dmg the Services we will transm�t Personal Data We will only transm�t Personal Data to
our locat�ons, to locat�ons of our affil�ates or to others m order to provide the Serv�ces We may contract with others
to prov�de data transmiss�on or storage serv�ces to us In that case, we will require that they treat Personal Data
solely m accordance with our mstruct�ons You agree to comply w�th any direct�ons we may g�ve you from time to
time w�th respect to the Personal Data
Ne�ther party will use the other's name or refer to the other party d►rectly or mdirectly m any solicitation, marketmg
matenal, advert�sement, news release or other release to any publ�cation wrthout recervmg the other party's specific
pnor wntten approval for each such use or release, except that we may use your name as a reference m service
proposals if we obtam your pnor oral approval for such use In addition, the Bank may develop and use case studies
related to and descnbing completed transachons between Bank and Cl�ent (the "Case Study") and use the Case
Study m Bank's serv�ce proposals, marketmg mater�als and Website Prior to publishmg or d�stnbutmg the Case
Study, Bank will prov�de a copy of the Case Study to CLent for rev�ew and consent
AD-AG-0455B (2010) 54
Th�s sect�on also does not limit our ab�l�ty or that of ow affil�ates to access and use transact�on data related to any
Serv�ce prov�ded to you m connect�on wrth the management of our or their busmess
These obhgat�ons contmue after any Sernce you are usmg �s terrr►mated
CURRENCY EXCHANGE RATES
If a Request, an Entry, a check �ssued under the Check Issuance Serv�ces or a draft created under the Cl�ent-Pnnted
Drafts Serv�ces mvolves a currency other than the currency in which the relevant account �s denommated, your
funds will be exchanged for such other currency at a current rate of exchange on or before the transfer or deb�t date,
as the case may be, m accordance w�th our normal procedures (mcludmg appl�cable User pocumentation) If we
ass�gn a currency exchange rate to your transaction, such exchange rate will be deternvned by us based upon market
cond�t�ons We cons�der many factors m settmg our exchange rates, mcludmg w�thout limrtation exchange rates
charged by other part�es, desired rates of return, market nsk and cred�t r�sk You acknowledge that exchange rates
for retail and commercial transactions, and for transact�ons effected after regular busmess hours and on weekends,
are d�fferent from the exchange rates for large mter-bank transact�ons effected dunng the busmess day, as reported
m The Wall Street Journal or elsewhere Exchange rates offered by other dealers, or shown at other sources
(mcludmg onhne sources) may be different from our rates We do not accept any l�ability �f our rates are different
from rates offered or reported by third part�es, or offered by us at a different t�me, at a different locat�on, for a
d�fferent transachon amount, or mvolvmg a d�fferent payment med�a (banknotes, check, w�re transfer, etc )
Currency exchange rates fluctuate over t�me, and you acknowledge and accept the nsks of such fluctuations (i) m
the case of Requests, between the t�me you mrt�ate a Request and the t�me the transfer �s erther completed or �s
unwound due to a cancellat�on, amendment, re�echon or return, (ii) m the case of checks, between the rime you
request us to create a check and the t�me we debrt your account to cover such check and/or the t�me we re-cred�t
your account �f the check �s stopped m accordance wrth the appl�cable stop payment procedures and (m) m the case
of drafts, between the time you prmt a draft, or request us to pnnt a draft, and the time we transfer funds from your
account to cover such draft
E
If you use a Webs�te, you will receive e-Statements electromcally, unless you opt out If you are not currently
receivmg e-Statements, we reserve the nght to sw�tch you to receipt of e-Statements unless you not�fy us that you
w�sh to opt out You may opt out by contactmg your treasury services representat�ve You agree that this Booklet
constitutes an agreement under the Uniform Electromc Transact�ons Act pwsuant to appl�cable state law
FACSIMILE SIGNATURES
In some countr�es, busmesses use a vanety of techmques to produce a facsimile signature manually or by means of a
device or machme (each generally called a facs�mile s�gnature) as a convement method for s�gnmg checks,
documents and other items If you choose to use a facs�mile s�gnature, you must prov�de us w�th a spec�men of each
facsim�le signature
You are respons�ble for any withdrawal from your deposit account that bears or reasonably appeazs to us to bear
your facsim�le signature, regardless of by whom or by what means the s�gnature was placed on the check If you
choose to use a facsimile signatwe, you are respons�ble, and we may pay a w�thdrawal and deb�t your account for
any such w�thdrawal, even �f (�) you have not presented us w�th a spec�men facs�m�le s�gnature, (ii)the size, color or
style of the check is d�fferent from that of the check you use, or (m) the size, color or style of the facs�mile signature
�s d�fferent from that of the facs�mile signature you use
You agree to compensate us for all losses, cla�ms, damages or expenses, mcludmg Legal Expenses, that result from
our payment of a withdrawal beanng a facsimile that reasonably resembles your facsirrule s�gnature
AD-AG-0455B (2010) 55
You are respons�ble for takmg secur�ty measures and implementmg procedures to prevent the forgery, theft or
fraudulent or unauthonzed use of your facs�mile s�gnature
G�NERAL MATTERS
AGREEMENT
Except with respect to terms governmg a Webs�te to wh�ch you agree when you use a Service through such
Websrte, th�s Booklet consritutes and represents the entire agreement between you and us regardmg the Services we
prov�de you anywhere in the world and supersedes and extmguishes all pnor agreements, understandmgs,
representat�ons, warranties and arrangements of any nature (mcludmg requests for proposals and other sales
mater�al), whether oral or wntten, between you and us relatmg to any such Service (mcludmg any International
Treasury Services Terms and Condrt�ons booklet, but excludmg the current Account Agreement) Except as
otherwise expressly provided m th►s Booklet, th�s Booklet will be controllmg m the event of any confl�ct between rt
and any relevant User pocumentat�on, any other document or wntten or oral statement (mcludmg but not l�m�ted to
any Account Agreement, except as apphcable law requires otherw�se), but excludmg terms governmg a Websrte as
noted above Cunent User pocumentat�on is available upon request
Th�s Booklet �s bmdmg upon each of your and our respect�ve successors and perm�tted assigns You may w�th our
pnor wntten consent, ass�gn any of your nghts or duties descnbed m th�s Booklet This Booklet �s not for the benefit
of any other person, and no other person has any nght under th�s Booktet agamst you or us, and nothmg contamed m
this Booklet creates any agency, fiduc�ary,�oint venture or partnersh�p relat�onship between you and us
NOTICE OF FINAL AGREEMENT THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN TH� PARTIES
GENERAL OBLIGATIONS
We aze respons�ble only for performmg the Serv�ces expressly provided for m th�s Booklet We may contract w�th
an outs�de vendor m providmg any of these Serv�ces
With respect to any Serv�ce, we will prov�de you w�th ass�stance by telephone at the numbers and dunng the hours
spec�fied by us m wntmg from t�me to t�me
You are respons�ble for mamtammg the secunty of your data and ensurmg that it �s adequately backed-up We are
not respons�ble for your loss of your data
ORAL INSTRUCTIONS
Except as otherw�se prov�ded m this Booklet with respect to compl�ance w�th any appl�cable Secur�ty Procedure, we
may rely on oral mstruct�ons ftom any person who ident�fies h�mself or herself by a name which �s mcluded on a
wntten list from you of persons author�zed to g�ve such mstruct�ons You will update this l�st from time to Ume as
necessary to reflect any changes m authonzed persons Except as otherw�se expressly stated m this Booklet, we are
not required to act on any mstruchon from any person or to g�ve not�ces to any person
SEVERABILITY, NO WAIVER
If any provis�on of th�s Booklet or the appl�cat�on of any such provision to any person or set of circumstances is
deterrruned to be mval�d, unlawful, vo�d or unenforceable to any extent, the remamder of this Booklet, and the
apphcation of such prov�sion to persons or circumstances other than those as to which rt�s determmed to be mval�d,
unlawful, vo�d or unenforceable, are not �mpaired or otherwise affected and contmue to be val�d and enforceable to
the fullest extent permitted by law
AD-AG-0455B (2010) 56
No delay or failure to exercise any r�ght or remedy under th�s Booklet is deemed to be a waiver of such nght or
remedy No wa�ver of a smgle breach or default under th�s Booklet �s a wa�ver of any other breach or default Any
waiver under th�s Booklet must be m wntmg
GOVERNING LAW
Except as otherw�se expressly prov�ded in th�s Booklet for a part�culaz Service, w�th respect to each Service, th�s
Booklet is governed by and mterpreted accord►ng to (�) U S federal law and (u) the law of (A) the state m the
Umted States of Amer�ca m which the account (or the pnncipal account, m the case of multiple accounts) associated
w�th such Serv�ce �s located or, if there is no such state or no account associated w�th such Serv�ce, (B) the State of
New York, w�thout reference to the pnnc�ples of confl�cts of law of the U S and of such state
If you are headquartered, or are usmg a Serv�ce, outside the Umted States of Amenca, and if requested by us, you
must appou�t an agent for serv�ce of process m England, Hong Kong, Smgapore and/or the Un�ted States of
Amenca, and you irrevocably agree that any wnt, summons, order, �udgment or other document relatmg to or m
con�unchon wrth any proceedmg, su�t or act�on may be served on you m such �ur�sd�ct�on
LIMITATION OF LIABILITIES
ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES
We are liable to you only for actual damages mcurred as a direct result of our failure to exerc�se reasonable care m
prov�dmg a Sernce
ELECTRONIC FLTNDS TRANSFER SERVICES
For Requests and Entr�es which are sub�ect to UCC 4A, we are liable only for damages required to be pa�d under
UCC 4A or the Fedwire Regulations, as appl�cable, except as otherw�se agreed m this Booklet
For all Requests and Entnes not sub�ect to UCC4A and for all other obl�gahons under the Electromc Funds Transfer
Services sect�ons, our habihty �s hm�ted to actual damages, resultmg directly from our willful rrvsconduct or our
failure to exercise reasonable care, not exceedmg the followmg, as apphcable (�) m case of an excessive debrt to
your account, the amount of the excess plus compensat�on equivalent to mterest, (n) m case of payment to an
account not specified by you, the amount of the payment plus compensation equrvalent to mterest, (ii�) m case of
any delay m creditmg a debit Entry or Depos�tory Transfer Check (DTC) to your account, the amount of
compensation equivalent to mterest for the penod of delay, or (�v) m all other cases, the actual damages mcurred by
you You will use reasonable efforts to assist us m recovermg the amount of any overpayment for wh�ch we are
l�able
If we are obligated to pay mterest compensation, we will pay such compensation or cred�t your account, as we
determme, upon your written request We calculate compensation for the relevant per�od as specified m the Account
Agreement or as adv�sed by your customer serv�ces representat�ve
If you transmit a Request to us by way of a funds-transfer system or other th�rd-party commumcations system not
spec�fically required by us, the system �s deemed to be your agent for that purpose We are not liable to you for any
discrepancy between the terms you transmit to such system and the terms �t then transmits to us
ALL SERVICES
In no event will we be hable for any mdirect, consequenrial or punrtive loss, damage, cost or expense of any nature
or any economic loss or damage, expense and loss of busmess, profits or revenue, goodwill and antic�pated savmgs,
loss of or corrupt�on to your data, loss of operation time or loss of contracts, even if advised of the possibil�ty of
such loss, damage, cost or expense
AD-AG-0455B (2010) 57
We will not be responsible for the acts or omissions of you or your officers, employees or agents (mcludmg but not
l�mited to the amount, accuracy, timelmess or authorizat�on of any mstruct�ons or mformation from you) or the acts
or om�ssions of any other person or ent�ty, mcludmg but not lirruted to any clearmg house assoc�at�on or processor,
any U S Federal Reserve Bank or any other country's central bank, any other financial mstitution or any Suppl�er,
and no such person or ent�ty w�ll be deemed our agent
If you per►mt any Subsid�ary or other person to access one of our Serv�ce mstallations on your prem�ses through use
of a remote access software package, we w�ll not be respons�ble or I�able for such Subsidiary or person's use or
misuse of ow Serv�ces or access to accounts owned by you and for whtch you d�d not authorize that Subs�d�ary or
person to have access via your mstallat�on We may and will treat all mstructions and mformat�on recerved by us
through th�s arrangement as provided by and for the benefit of you and sub�ect to all our r�ghts under th�s Booklet
wrth respect to the pert�nent Serv�ces
We will not be liable for and will be excused from any fa�lure or delay m performmg our obl�gahons for any Service
�f such fa�lure or delay �s caused by c�rcumstances beyond our control, mcludmg any natural disaster (such as
earthquakes or floods), emergency conditions (such as war, not, fire, theft or labor dispute), legal constramt or
governmental act�on or mact�on, breakdown or failwe of equ�pment (mcludmg Internet failure), breakdown of any
Suppl�er, or yow act, onussion, negl�gence or fault
We also will not be l�able for any failure to act on our part if we reasonably believed that our act�on would have
v�olated any law, rule, regulat�on or court order or decree
OVERDRAFTS
With respect to a Service, we may, at our sole discrerion, allow an overdraft to occur m your account Except as we
agree or adv�se you otherwise m wr�tmg, you must repay us �mmediately, without demand, the amount of such
overdraft plus any overdraft charges In such cases, the fact that we prev�ously allowed an overdraft to occur does
not obl�gate us to do so m the future Addit�onal terms and cond�t�ons contamed m your Account Agreement may
apply
PAYMENT FOR SERVICES
You must mamtam and des�gnate account(s) wrth us which we will use for debrtmg or credrtmg wrth respect to all
payments and depostts and related ad�ustments and charges Except as otherw�se prov�ded, you must have Collected
and Ava�lable Funds on depos�t m your account(s) sufficient to cover such obhgat�ons For purposes of sat�sfymg
your payment obligat�ons, we may consider any overdraft ]1ne of credit or other arrangement you have w�th us
SERVICE CHARGES
You will pay us for each Service you use according to our schedule of charges currently m effect for you, except as
we agree otherwise (m wntmg) from t�me to time At your request, we will prov�de you a copy of the current
schedule of charges for the applicable Service All charges are sub�ect to change upon 30 days pnor wntten notice to
you (unless otherwise agreed m wntmg), except that any mcrease m charges to offset any increase m fees charged to
us by any Suppher for serv�ces used m del�vermg any Serv�ce may become effect�ve m less than 30 days
You w�ll pay us for Software support m excess of that contemplated m the General Prov�sions sect�ons of this
Booklet The charges for such extra support will be as specified by us before such charges are mcurred or as
otherw�se agreed by you and us from t�me to t�me
We will, on a monthly bas�s, debit your account w�th us for payment of charges due, unless you arrange another
payment procedure acceptable to us
AD-AG-0455B (2010) 58
TAXES
All Serv�ce charges aze exclusive of sales, value-added and use taxes, stamp and other duties and other
governmental charges �mposed on any Serv�ce or Matenals and not based on our net mcome Such taxes, duties and
charges aze payable by you
PROTECTION FROM THIRD PARTIES
To the extent perm�tted by law, you will mdemmfy us agamst and hold us harmless from and defend us agamst any
and all l�ab�l�ties, claims, costs, expenses and damages of any nature (mcludmg Legal Expenses) arismg out of or
relatmg to d�sputes or enforcement of laws, fines or rules, legal act�ons, by parties other than you and us concernmg
any Service The obl�gat�ons contamed m the precedmg sentence w�ll contmue after a Serv�ce you are usmg is
termmated Th�s section does not apply to any cost or damage attr�butable to our gross negligence or mtent�onal
misconduct
Further, with respect to any Serv�ce where we rece�ve payment from a th�rd party on your behalf, the amounts
received (less related charges, d�sbursements and/or expenses) will be paid to you, except that if we are required to
retum any such payment received upon the msolvency, bankruptcy or reorgan�zation of such th�rd party or for any
other reason, you will repay to us the amount pa�d to you together w�th mterest thereon from the date we returned
the payment and so notified you at the rate specified by us m our schedule of charges w�th regard to the applicable
Serv�ce
REPRESENTATIONS AND WARRANTIES
On and as of each day we prov�de any Service to you, you represent and warrant to us that
• Your agreement to each provis�on contamed m th�s Booklet is a duly authonzed, legal, val�d, bmdmg and
enforceable obl�gation
• The debitmg of any account as provided m th�s Booklet �s not mcons�stent wrth any restnct�on on the use
of that account
• All approvals and authonzat�ons requved to perm�t the execut�on and delivery of the Agreement and
Authonzation form and any other necessary documentat�on, and the performance and consummat�on by
you of the transact�ons contemplated under each Service, have been obtamed, mcludmg but not limited to
due authonzat�on from each apphcable th►rd party to allow you to transfer funds and access mformatwn
from such party's account
• Ne�ther your performance of your obl�gations nor your use of any Serv�ce will facil�tate �llegal
transactions, for example those proh�b�ted by the Unlawful Internet Gambl�ng Enforcement Act, 31
U S C Sect�on 5361 et seq , or otherwise violate any law, rule, regulat�on, �udgment, decree or order
appl�cable to you
• The Serv�ces you rece�ve pursuant to th�s Booklet are for busmess use only and are not pr�manly for
personal, family or household use
• There �s no lawsurt, tax claim or other dispute pendmg or threatened agamst you wh�ch, �f lost, would
impair your financial cond�t�on or ab�lity to pay us under the terms of th�s Booklet
RESOLUTION OF DISPUTES
We try to resolve our clients' Serv�ce problems or d�sputes as qu�ckly as poss�ble In most cases, we can resolve a
problem by telephone
Any dispute or controversy concerning your use of Services descnbed m th�s Booklet will be dec�ded by bmdmg
arbitrat�on conducted m the Umted States of Amenca (except as you and we expressly agree otherwise) m
accordance wrth the Unrted States Arb�trat�on Act (Title 9, U S Code) under the Commerc�al ArbitraUon Rules of
AD-AG-0455B (2010) 59
the Amencan Arbitratton Assocrahon Under these procedures, the dispute is submrtted to a neutral person for
determmat�on m place of a tnal before a�udge or�ury Judgment upon the award made by the arbitrator may be
entered m any court havmg�unsdiction
Without regard to the foregomg, any d�spute or controversy that arises from an Electromc Funds Transfer Serv�ce
will be decided by a�udge w�thout a�ury m a Umted States of Amenca federal or state court (except as you and we
expressly agree otherwise m wrrtmg) This means that m these instances you waive any right to a tnal by �ury
m any act�on or proceedmg and agree that such achon or proceeding will be tried before a �udge w�thout a
�ury.
Erther you or we may exerc�se self-help remedies or obtam provisional or ancillary remed�es from a court You or
we may exerc�se or obtam these remed�es at any hme, even while the arb�trat�on or tnal by a�udge is pendmg By
exercismg or obtammg any such remed�es, neither you nor we warve the r�ght to request that a d�spute or
controversy be dec�ded by azb�trat�on or tr�al by a�udge
SOFTWARE LICENSE
This sect�on appl�es to all Software we prov�de to you after you return the Agreement and Author�zat�on form unless
we provide you a separate hcense agreement for spec�fic Software (mcludmg a"cl�ck-wrap" Software hcense you
may obtam from us by downloadmg from our Webs�te)
LICENSE
For each Software appl�cat�on we prov�de to you for one or more Serv�ces, we grant you a non-exclus�ve, revocable,
non-transferable license for the use of that Software and any Materials related to the Software that we provide to
you Each l�cense is granted solely for use m ob�ect code forrr► only m connection w�th one or more Services You
may use the Software only m accordance with the appl�cable User pocumentation
The Software, �ts source code, the Mater�als and all copynght, patent, trademark, trade secret and other nghts m
them are and will remam the exclusive property of us or our licensors You will secure and protect the Software and
Matenals (mcludmg all cop�es) �n a manner cons�stent with the mamtenance of our nghts and those of our l�censors
In order to protect those nghts, you will reproduce and mcorporate copynght notices and ail other propnetary
legends prescnbed by us m any permitted copies You may not remove, obscure or otherw�se tamper wrth or alter
any such notices or legends affixed to or otherw�se contamed m the Software or Mater�als (or copies) You w�ll also
take appropnate act�on to mstruct and obl�gate your representatrves who are perm�tted access to the Software and/or
Materials (mcludmg cop�es) to comply w�th your obligat�ons to protect the Software and Materials
We are obl�gated to prov�de you only w�th those updates, upgrades or new releases of Software wh�ch we make
generally available to our other customers who l�cense the same Software Any correct�ons, updates, upgrades or
new releases that we provide to you must be mstalled by you promptly or by such later time as we specify, and will
be deemed part of the Software upon del�very to you We will prov�de support only for the most current version of
Software we have prov�ded to you
You will, at your expense, cause a computer to be mstalled and kept m good cond�t�on and workmg order at your
site for use of the Software The computer and �ts components must be equ�pment which is acceptable, as spec�fied
by us from t�me to time
At our opt�on, we may ass�st you with the mstallat�on of Software on your computer and/or w�th the trammg of
persons who w�ll use the Software, but we w�ll not bear any responsibilzty far (�) such trammg or (u) the proper
mstallat�on or use of the Software Except as you and we may agree otherwise, you will be deemed to have accepted
the Software upon �ts mstallahon
AD-AG-0455B (2010) f0
If we have prov�ded you w�th Software to be mstalled on your computer, you may not mstall the Software on more
than one computer or electronically d�str�bute �t to any other computer, without our pr�or wntten approval and the
payment of any fees that we may assess You may move the Softwaze to another computer replacmg the one on
wh�ch the Software was ongmally mstalled or to another srte, but only after you g�ve us not�ce, m wnring or by
electromc means approved by us for such purpose, spec�fymg the new computer and srte If we have prov�ded you
w�th Software to be mstalled on your network server, you may not electromcally distnbute, or allow anyone else to
electromcally d�stnbute, the Software except from the network server on wh�ch �t is �nstalled to workstations on that
network You will provide us notice, m wr�tmg or by electromc means approved by us for such purpose, each hme
you mstall the Software on more than one computer (sub�ect to our pnor wntten approval) or electromcally
dismbute the Software to a workstat�on on that network, as apphcable, m each case md�catmg the locat�on and the
date of such mstallat�on or dtstnbut�on
You may not (�) sell, assign, transfer, hcense, subhcense or pubhsh the Software or Matenals (mcludmg any
permitted cop�es), (ii) d�sclose, d�splay or otherwise make available the Software or Matenals (mcludmg any
perm�tted cop�es) to th�rd parties, or (m) copy, or allow anyone else to copy, the Software or Matenals, wrthout our
pnor wntten approval, except that you may make two cop�es of the Software for backup and/or archrval purposes
In the event that we prov�de you w�th our pnor written approval to make an addit�onal copy of the Software, you
will (i) pay us any fees assessed by us and (u) prov�de us not�ce, m wntmg or by electron�c means approved by us
for such purpose, of the location and the date of such copy
You will prov�de us w�th reasonable access to the Software and Matenals at your srte to provide ass�stance or to
venfy the status or locat�on of the Software and Matenals In addit�on, we may aud�t your site and have access to the
Software and Matenals provided to you to confirm compl�ance wrth th�s Software L�cense section Furthermore, we
may aud�t your s�te and have access to such Software and Matenals �f you fatl to provide us with any not�ces or
reports, or if we reasonably bel�eve you are usmg unauthonzed cop�es of the Software and/or Matenals, usmg the
Software and/or Mater�als m an unauthonzed manner, and/or otherw�se failmg to comply w�th any of the terms and
condrtions of this Booklet
You may not alter, repa�r, modify or adapt any Software or Materials, mcludmg, but not hmrted to, translatmg,
reverse engmeermg, decompilmg, d�sassemblmg or creat�ng der�vat�ve works from rt
You will mform our ct�ent support umt of all errors, difficulties or other problems w�th the Software of which you
become aware We may make reasonable efforts to fix or prov�de workarounds for any matenal errors reported to us
and to prov�de you w�th support and consultat�on concernmg the Software Any such efforts, support and
consultat�on w�ll be determmed by us, m our sole discretton You wili cooperate w�th us m the expedrt�ous
resolut�on of such errors, difficulties or other problems by prov�dmg us, on request, a hstmg of mput, output and all
other data wh�ch we may reasonably request m order to reproduce operatmg condit�ons similar to those present
when such errors, difficult�es or other problems were d�scovered
Your l�cense to the Software and Mater�als will termmate automatically �f you breach a matenal term of th�s
Software License sect�on or the l�cense, or if the Serv�ces for wh�ch you are usmg the Software are termmated In
addrtion, m the event of a breach of your confidentiahty obhgations with respect to the Software, we may seek any
remedy prov�ded by law or equity
LIMITED WARRANTY/DISCLAIMERS
You acknowledge that the Software and Matenals have not been produced to meet your specific requ�rements and
have not been tested in every poss�ble combmat�on and operatmg environment You are respons�ble for sarisfymg
yourself that the Software and Mater�als are sat�sfactory for your purposes
You further understand and agree that we make no representat�on concernmg the completeness, accuracy,
t�melmess, operatwn or performance of the Software and/or Mater�als or the�r compat�bil�ty with any hardware You
AD-AG-0455B (2010) 61
acknowledge and agree that the operation of the Software may not be unmterrupted or error-free and that the
Software and Matenals are provided on an "AS IS" bas�s
We warrant that the Software will substant�ally conform to the documentation prov�ded w�th the Software for a
penod of 30 days after del�very to you, provided that (�) the Software has been used by you m smct compl�ance with
the terms and cond�t�ons of th�s Booklet and the Matenals, (u) the Software has not been modified m any way by
you, and (m) you promptly not�fy us and reproduce for us any defects, errors or bugs m the Software which result m
the Software not substantially conformmg to such documentat�on In the event that such warranty is breached, we
shall, at our opt�on, (�) use reasonable efforts to correct or work around any such defects, errors or bugs or (u) accept
return of the Software and refund any l�cense fees pa�d by you for the Software
You agree that the foregomg �s your sole and exclusive remedy for breach of warranty and our sole obligat�on m
connect�on with the performance or operat�on of the Software and Matenals
Except as spec�fically stated above and m the Infrmgement Indemmty subsect�on below and notwrthstandmg any
other provision tn this Booklet or otherwise, we make no representarion or warranty, express or �mpl�ed, wntten or
oral, and, to the full extent perm�tted by law, disclaim all other warrant�es mcludmg, but not l�mrted to, the imphed
warrant�es of inerchantabilrty or fitness for a particular purpose, regardmg the Software, the Matenals, any CD-
ROM/DVDs prov�ded to you, and all other property, serv�ces or nghts covered by th�s Booklet
To the extent perm�tted by applwable law, and except as otherw�se prov�ded v�► th�s sect�on, we w�ll not be l�able for
damages of any kmd ansmg out of the provis�on of, use of, or mability to use, the Software and/or Matenals
You agree that the Umted Nat�ons Convent�on on Contracts for the Internahonal Sales of Goods w�ll not apply to
our prov�s�on to you or your use of any Software and/or Mater�als
INFRINGEMENT INDEMNITY
Notw�thstandmg your mdemnrty of us m the Protection From Third Part�es section of th�s Booklet and except as
otherw�se prov�ded m th�s Booklet, we will defend at our own expense or settle any act�on brought agamst you to the
extent �t is based on a thud party claim that your use of the Software and/or Matenais provided by us to you
pursuant to this Booklet mfnnge any Berne Convention country copynght or any Umted States of Amenca or
Umted ICmgdom patent, trade secret or trademark of any third party, and we will pay all costs and damages finally
awarded m any such acrion
Our obl�gat�ons under th�s mdemmty are sub�ect to (�) prompt notice from you of any such cla�m or act�on, (u) your
not havmg made any adrrnss�on of habil�ty or agreed to any settlement or compromise, (m) your providmg to us, m
a prompt and Umely manner, the documents, mformaUon and assistance we reasonably request, (iv) our havmg sole
control of defendmg such claim or act�on, (v) your havmg used the current version of the Software and Matenals, as
prov�ded to you by us, m compl�ance w�th the terms and cond�t�ons of th�s Booklet, (v�) your usmg the Software and
Matenals only m the manner for which the Software and Matenals were des�gned ,(vii) your not mod�fymg the
Software and Matenals, and (vin) your not mcorporatmg the Software and Matenals with products not approved by
us You acknowledge and agree that our obhgarions under th�s mdemmty are our only obl�gations to you wrth
respect to any mfnngement cla�m m connect�on w�th your use of the Software and/or Matenals
EXPORT CONTROLS
You understand and acknowledge that any obl�gat�ons that we may have to prov�de Software, any Mater�als, data,
techmcal ass�stance, trammg and related techmcal data, and any med►a m wh�ch any of the foregomg �s contamed
(ali of wh�ch shall be collectrvely referred to as"Data") will be sub�ect m all respects to all appl�cable laws and
regulahons as shall from time to time govern the export or divers�on of certam products and technology to and from
certam countnes You warrant and agree that you will comply m all respects wrth the export and reexport
AD-AG-0455B (2010) (2
restnctions appl�cable to the Data shipped and/or prov�ded to you and that you will comply with all appl�cable ]aws
and regulations governmg the export and d�version of the Data
IMAGE SERVICES - SUPPLEMENTAL CD SOFTWARE LICENSE PROVISIONS
Th�s subsect�on supplements th�s Softwaze L�cense section wrth respect to Software we prov�de for the Image
Serv�ces, under wh�ch we prov�de you w�th CD-ROM/DVDs, and shall control m the event of confl�ct between rt
and the balance of the Software L�cense sechon This subsection does not apply to the Image Lockbox Service If we
prov�de you a CD-ROM/DVD which contams a med�a defect or �s unreadable m rts ent�rety, you must notify us m
wntmg of such defect w�thin 30 days after the CD-ROM/DVD creation date appeanng on the CD ROM/DVD If
you prov�de us w�th such not�ce w�thm such t�me pertod, we w�ll use reasonable efforts to replace the CD-
ROM/DVD You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to
any such defects m the CD-ROM/DVD
Notwrthstandmg anythmg to the contrary m the Suspens�on and Termmahon section of this Booklet, �f an Image
Serv�ce under wh�ch we prov�de you w�th CD-ROM/DVDs �s termmated for a reason other than your breach of any
terms and cond�t�ons m th�s Booklet, you may contmue to use the Software and Matenals for such Sernce after
termmat�on of such Serv�ce for s�x months, or for such longer period as we approve, sub�ect to the terms of th�s
Software Lwense sect�on or such other software hcense agreement as we, at our elect�on, requ�re you to s�gn for this
purpose At the end of such six-month or longer penod, the l�cense for your use of such Softwaze and Matenals w�ll
then termmate automat�cally
SUSPENSION AND TERMINATION
If at any Ume we beheve (�) that our prov�s�on of any Serv�ce to you may create a nsk of financ�al loss for us or
result m an unacceptable cred�t exposure to us, or (i�) that an account assoc�ated w�th any Serv�ce may be sub�ect to
�rregular, unauthor�zed, fraudulent or illegal actrv�ty, we may, m our sole discret�on, �mmediately, without pnor
nohce to you, suspend or mod�fy our provis�on of any such Service until such hme that such nsk, exposure, or
act�v�ty �s ehmmated or otherw�se resolved, notwrthstandmg anythmg to the contrary m this Booklet Erther you or
we may termmate any or all Services upon 30 (60 m the case of Corporate Card Serv�ces) calendar days pnor
wntten nohce to the other party Notwrthstandmg the foregomg sentence, we may termmate any or all Services
effect�ve �mmediately, and we will send you not�ce of the term�nat�on, if any of the followmg occurs
• You breach any of the terms and cond�t�ons m thts Booklet or any other agreement wrth us
• You termmate, l�quidate or d�ssolve your busmess or dispose of a substant�al portion of your assets
• You fail generatly to pay your debts as they become due
• You, voluntanly or �nvoluntanly, become the sub�ect of any bankruptcy, insolvency, reorganizat�on or
other sim�lar proceedmg
• You m�tiate any compos�t�on w�th your cred�tors
• You exper�ence a matenal adverse change m your financial condrtion or your abilrty to perform your
obl�gat�ons under the terms and condrt�ons m th�s Booklet
• Any guaranty of your obhgations to us termmates, is revoked or its vandity �s contested by the guarantor,
or any of the events set forth m the above five bullet pomts attnbutable to you occur to the guarantor
• The account necessary to prov►de any Serv�ce �s closed
If a Serv�ce you are usmg �s termmated for any reason, you will do the followmg
• Immed�ately stop usmg any Mater�als relatmg to the termmated Serv�ce
• Erase or delete any Software we have provided relatmg to the termmated Service to the extent rt is stored
m your computers
AD-AG-0455B (2010) 63
• At our ophon, erther return to us or destroy all Matenals relatmg to the termmated Serv�ce and certify to
us that you have done so
These obhgahons w�il contmue after a Serv�ce you aze usmg has been termmated
Termmation of a Service you use does not affect your payment obl�gat�ons for serv�ces we provide to you before the
Serv�ce �s termmated, and any such ternunat�on is m addition to our other nghts under appl�cable law and under the
terms of th�s Booklet Also, termmation of any Serv�ce you use does not release you or us from any of our respectrve
obl�garions wh�ch arose or became effectrve before such termmat�on Upon termmarion, all amounts owed by you
and outstandmg will become immed�ately due and payable
AD-AG-0455B (2010) 64
GLOSSARY OF TERMS
The followmg are some important terms that
appear m th�s Booklet
Acceptable Payee Your name and any other
payee name you provide to us as an acceptable
payee for checks to be processed under the
Lockbox Serv�ces
Account Agreement. The current s�gnature card,
Internat�onal Account Agreement or SAOTC and
the pubhcat�on(s), as amended from t�me to t�me,
we provide you conta�mng terms and cond�t�ons
appl�cable to each deposit, savmgs or current
account for wh�ch you use a Service
ATM Automated teller machme
Bdl Payment Service Provider. Any entity,
wh�ch may mclude us, you author�ze to del�ver
payments, remittance mformation and other
related data from your customers to us for the
Electromc B�ll Payment Consol�dat�on Services
Bdler A non-consumer that �s a member of the
Network and sends mvoices to Payers
Busmess Day Each day on wh�ch the bank or
bank office prov�dmg or facilitatmg a Serv�ce �s
open for busmess related to that Service
Card Each plast�c charge card wh�ch we issue
for your Card Account under our Corporate Card
Sernces
Card Account Each MasterCard�' or V�sa�'
account wh�ch we issue to you or to a
Cardholder under our Corporate Card Serv�ces,
mcludmg an account for wh�ch only an account
number and no Card is prov�ded
Card Adm�mstrator. One or more mdrviduals
designated by you m wr�tmg, as our pr�mary
contact for the Card Accounts, who �s authonzed
to take act�ons necessary or appropr�ate to
mamtam the Card Accounts, mcludmg without
l�mrtat�on des�gnahng persons to recerve Card
Accounts, receivmg communicat�ons ftom us
related to the Card Accounts, requestmg the
closure of Cazd Accounts and otherwise
commumcatmg with us w�th respect to the Cazd
Accounts
Cardholder. Your employee or any other person
who you des�gnate m wnring and who we
approve to recerve a
Card Account or a Commercially Prepa�d Card
If you or a Cardholder makes a Commercial
Prepa�d Card, a Cazd Account number or
Convemence Check ava�lable to another party,
that person wiil also be considered a Cardholder
Check 21 The Check Cleanng Act for the 21st
Century Act, 12 CFR 229 or any successor
leg�slat�on Any IRD created and deposited to
your account must comply w�th all the
requirements mandated by Check 21
Check Issuance Request. Usmg the Check
Issuance Service, a message transmitted from
you to us requestmg us to �ssue a check on yow
behalf drawn on erther accounts you mamtam
w�th us or accounts des�gnated and owned by us
Collected and Available Funds. Funds m an
account equal to the ledger balance mmus float
wh�ch, m our reasonable determmat►on, are not
sub�ect to a hold, d�spute or legal process
preventmg the�r w�thdrawal
Collector A non-consumer that is a member of
the Network and rece�ves payments and
remittance mformat�on from Disbursers
Commercial Prepaid Card. A pre-paid
magnetw stnp-based plast�c card �ssued by us for
a Cardholder's purchase of goods or serv�ces or
for cash w�thdrawals
Company's Marks. Your trademark, tradename,
serv�ce mark and/or des�gns which are used m
connection w�th the Corporate Cazd Services
Controlled D�sbursement Account. One or
more demand deposit accounts mau�tamed by
you w�th us and used m connect�on w�th our
Controlled D�sbursement Serv�ces
Controlled D�sbursement Point. Each bank
office des�gnated by us through wh�ch checks
AD-AG-0455B (2010) 65
issued under the Controlled D�sbursement
Serv�ce w�ll be cleared or routed
selected by you as outlmed m the apphcable
User pocumentation
Convemence Check. A check wh�ch we may
provide to you to draw on a Card Account
Currency When used m connechon w�th the
Safe Connect Serv�ce, U S denorrvnated cash
and any such other cunency as is set forth m the
User pocumentation
Deposrtory Transfer Checks (DTCs)
Depos�tory transfer checks and preauthonzed
checks to deb�t Rece�vers' accounts to
accomplish the same purpose as deb�t Entnes
(Rece►ver is defined m the NACHA Rules )
Disburser A non-consumer that uses the
Payment Serv�ce to send Transact�on Requests to
us and on whose behalf we ongmate an Entry to
a Collector
Document Prmhng Request Usmg the
Document Pnnt�ng Serv�ce, a message
transm�tted electromcally from you to us or our
th►rd party processor request►ng us to pnnt and
ma�l on your behalf statements, mvo�ces and
other documents
ECCHO The Electromc Check Clearmg House
Organ�zat�on
Effechve Entry Date The date specified, m
accordance w�th the NACHA Rules, on the Entry
by the Ongmator on wh�ch the Origmator
mtends the Entry to be settled (Ongmator �s
defined m the NACHA Rules )
Electromc Funds Transfer Sernces. ACH
Serv�ces, International Electromc Funds Transfer
Serv�ces and Wire Transfer Serv�ces
Electromc Image An �mage conformmg to the
appl�cable mdustry standards for Images
Entries. Entnes has the meanmg prov�ded m the
NACHA Rules and also mcludes any data for
Entr�es and any prenot�fication
e-Statements. Statements with respect to wh�ch
you opt for electromc del�very and wh�ch are
eUCP The rules for electromc presentation of
documents under the UCP
Federal Reserve Operahng C�rcular 3. The
Federal Reserve Board's Operatmg Circular 3,
Collect�on of Cash Items and Returned Checks
Fedw�re Regulahons. Subpart $ of Regulat�on J
of the Board of Governors of the Federal
Reserve System of the Umted States of Amenca,
as amended from time to time
FX Request. A request by means perm�tted
under the Electromc Foreign Exchange Services
to enter mto an FX Transaction
FX Transachon A transaction between you and
us, perm�tted under the Electromc Fore�gn
Exchange Services, for the purchase of one
currency m exchange for the sale of another
currency (mcludmg w�thout l�mitat�on any
fore�gn exchange spot, swap or outnght forward
transact�on or ophon), mcludmg any transact�on
that effects the pre-del�very, extension, rollover
or splittmg of such a transact�on
ICL. An �mage cash letter
Image An Electromc Image or a Paper Image
W�th regard to an Image of an or�gmal paper
check, the check Image that �s depos�ted with us
pursuant to the Commercial Depos�ts sect�on of
th�s Booklet shall be a"check" and/or an "�tem"
(as appl�cable) for all purposes under such
Booklet section, any Account Agreement
between you and us relatmg to the collect�on of
checks generally, the Umform Commercial
Code, the Expedited Funds Ava�labil�ty Act,
Regulation CC, any other federal or state check
law, and federal and cleannghouse rules, to the
same extent as that or�gmal �s a"check" or an
"�tem," as apphcable
Internahonal Account Agreement A form of
Account Agreement used m some counmes
Internahonal Electromc Funds Transfer
Services. Electromc payment serv�ces for
transfers to or from your account outside the
AD-AG-0455B (2010) 66
Umted States of Amenca or to or from your
account m the Umted States of Amenca to or
from an account m a different country These
serv�ces mclude low-value batch payments made
accordmg to multiple requests w�thm a smgle
electromc data file Internat�onal Electromc
Funds Transfer Services exclude ACH Serv�ces
withm the Umted States of Amenca and exclude
W�re Transfer services
Internahonal Transachon Fee In usmg
Corporate Card Services, a fee that we may add
to the U S dollar amount of any Transact�on that
�s made m a foreign currency
(mcludmg any other clearmg house rules
applicable to automated cleanng house
transact�ons), as amended from t�me to time
Network. The third-party owned PayMode�'
network made up of D�sbwsers and Payers,
usmg the Payment and Invo�ce Processmg
Services, as well as Collectors and Billers
Nohce(s) In connect�on w�th the Not�ficat�on
Services, not�ces prov�ded by us to you that are
associated with and related to the Serv�ces
provided by us to you under the terms of this
Bookletor other agreement between you and us
IRD. When used m connection with the
Commerc�al Deposrts sect�on of this Booklet, an
"Image Replacement Document" or subst�tute
check, as set forth m Check 21, which provides
that a properly prepared subst�tute check that
meets the requvements for legal equrvalence �s
the legal equrvalent of the ongmal for all
purposes
ISP98. The "International Standby Practtces
1998" developed by the Inst�tute of International
Bankmg Law & Pract�ce and endorsed and
pubhshed by the Internat�onal Chamber of
Commerce or such later rev�s�on as may be
adopted and be m effect on the date the sub�ect
standby letter of cred�t �s �ssued
Legal Expenses. Reasonable lawyer's fees,
allocated costs of staff counsel (unless prohib�ted
by applicable law), fees and expenses of
lit�gat�on and any other fees and expenses
mcurred m enforcmg any proviswn of th�s
Booklet
Lockbox Address The post office address we
ass�gn to you or we accept from you for the
Lockbox Services
Mater�als The Software, user �denhficaUon
codes, passwords, codes, keys, test keys, security
devices, embedded algor�thms, d�gital s�gnatures
and cert�ficates, other sim�lar dev�ces and
�nformation, User pocumentat�on and related
documentat�on we prov�de to you
NACHA Rules. The rules of the Nat�onal
Automated Cleanng House Assoc�ation
Paper Image. An Image that �s a paper
reproduction of the related phys�cal check (the
ongmal paper item or subst�tute check created
from an �mage of the or�gmal paper rtem) created
wrth image technology
Payer A non-consumer that uses the Invoice
Processmg Service to rece�ve mvoices from
Billers
Payment Adv�ce Usmg the Cl�ent-Prmted
Drafts Serv�ces, an electromc message
transrrvtted by you to us advismg us that you
have created a draft
Personal Data. Informat�on we rece�ve from you
m connection wrth the Services consishng of an
mdiv�dual's bank accounts or other financial data
or �dent�fymg a lrvmg mdrv�dual
PIN A personal �dent�ficat�on number wh�ch a
Cardholder may rece�ve when act�vatmg a
Commerc�al Prepa�d Card
RCK. A"Re-Presented Check Entry" as defined
m the NACHA Rules
Request. A request by means permitted under
the relevant W�re Transfer Servtce or
Internat�onal Electromc Funds Transfer Serv�ce
to transfer funds to or from a spec�fied account
or benefic�ary (mdudmg standmg mstructions)
or to amend or cancel a pnor request to transfer
funds
AD-AG-0455B (2010) ('J
ReversaUDelehon Request A request for a
Reversal or a request to delete a previously
del�vered Entry
SAOTC Each form of Standard Account
Openmg Terms and Cond�tions used m certam
countnes as an Account Agreement
Reversals Data for reversmg Entr�es For the
Electronic Bill Payment Consoi�darion Serv�ces,
�t mcludes data from a Btll Payment Service
Prov�der for reversmg a payment from one of its
customers that was delivered to us by the B�ll
Payment Serv�ce Provider
Safe When used m connect�on w�th the Safe
Connect Service, the equtpment (and related
software and accessones) mstalled at the Safe
Location and used by you for deposttmg
Currency The Safe counts, records and reports
the Currency deposrted mto and accepted by rt
Safe Connect Sernce. The service descnbed m
the Commerc�al Depos�ts sect�on of this Booklet,
whereby through your use of a Safe mstalled at a
Safe Location, we recerve Safe Feeds concernmg
your depos�ts mto such Safe, and afford such
deposrts credrt, wh�ch may be prov�sional, as
described m this Booklet and m the User
Documentat�on
Safe Depos�ts. When used m connect�on with
the Safe Connect Service, depos�ts of Currency
made by you and accepted mto the Safe, w�th
respect to which we have recerved a Safe Feed
Safe Feed. When used m connechon with the
Safe Connect Serv�ce, an electromc file
transm►ss�on rece�ved by us ftom the
Transportation Prov�der, which Feed (i)
ongmated from a Safe, (u) was sent from the
Safe to the Transportat�on Provider, (ui) was
then forwarded mtact to us and recerved �ntact by
us, and (�v) reports the purported value of all
Currency accepted mto the Currency vandatmg
portion of such Safe smce the transmiss�on of the
last Safe Feed, or the first such Feed, as
appl�cable
Safe Locahon. When used m connection wrth
the Safe Connect Service, the location(s), to be
mutually agreed by you and us, at wh�ch the Safe
may be located
Security Procedure Unless we agree otherwise
with you, the appl�cable secunty procedure
descnbed m the Mater�als for your data delivery
type or Service for ver�fy�ng the authentic�ty of
Entnes, Requests, ReversallDelet�on Requests,
Payment Adv�ces, Check Issuance Requests,
Document Prmt�ng Requests, Stop Payment
Requests, FX Requests, Transaction Requests or
Tax Payment Instruct�ons
Service. W�th respect to a Bank of America
Corporat�on subs�diary bank, a treasury
management serv�ce provided m a spec�fic Bank
location and covered by th�s Booklet
Software Web-based appl�cations accessed v�a
a Webs�te and/or the programs and data files
provided by us for use on a computer m
connect�on with one or more part�cular Services
Standalone Account. One or more demand
deposit accounts mamtamed by you with us that
�s not ]mked to another account as part of a
treasury service relationship or that �s not Imked
as a sub-account to another account m a treasury
serv�ce relat�onship
Statements Account statements, account
analysis, pncmg mformation and other
mformahon relatmg to account act�vity or
serv�ces, transact�onal act�v�ty and/or cash
management serv�ces with us and/or our
affil�ates
Stop Payment Request. A message you send us
usmg the Electron�c Stop Payment Services, the
Check Issuance and Document Pnntmg Serv�ces
or the Cl�ent-Prmted Drafts Serv�ces to request
that payment be stopped on a check or draft
wh�ch, m the case of the Electromc Stop
Payment Serv�ces, must be drawn on an ehg�ble
account you have with us
Subs�diary. Any enhty m wh�ch more than 50%
of the ownersh�p mterest �s owned, dvectly or
ind�rectly, by you The term "Subs�d�ary" does
not mclude affil�ates or other entrties m which
AD-AG-0455B (2010) (g
50% or less of the ownersh�p mterest is owned,
directly or md�rectly, by you
Suppl�er Any pnvate or common carr�er
commumcat�on or transm�ssion facilrty, any
rime-sharmg suppher or any ma�l or couner
service
SWIFT. The mternahonal electromc message-
transfer service known as the Society for
Worldw�de Interbank Financial
Telecommumcat�on
Tax Payment Instruchon An mstruct�on by
means permitted under the relevant Tax Payment
Serv�ce to pay any taxes usmg any of the tax
forms spec�fied m the appl�cable User
Documentat�on
by the state m the Umted States of Amenca
whose law appl�es to a Serv�ce, as amended from
t�me to t�me
UCP The Umform Customs and Pract�ces for
Documentary Cred�ts, 2007 Revis�on, ICC
Publ�cat�on No 600 or such later rev�sion as may
be adopted by the Internat�onal Chamber of
Commerce and be m effect on the date the
sub�ect letter of cred�t is �ssued
Unauthor�zed Use Use of a Card Account,
Card or Convemence Check by a person (i) who
is not your Cardholder, employee or agent, (�i)
who does not have actual, �mpl�ed or apparent
authonty to use the Card Account and (i») whose
use does not benefit you directly or md�rectly
Transachon The purchase or reservation of
goods or services or a cash advance made or
facilrtated by use of a Commerc�al Prepaid Card,
Convenience Check or Cazd Account
Transact�on Account One or more demand
depos�t accounts mamtamed by you wrth us or
another financial mstitution and used m
connect�on wrth the Payment and Invo�ce
Processmg Services
Transachon Request Usmg the Payment
Serv�ce, a message transm�tted electromcally
from you as a D�sburser to us or our thu�d party
processor requestmg us to ongmate an Entry to a
Collector on your behalf
Transportahon Prov�der When used m
connect�on wrth Safe Connect Service, the
armored carner wh�ch you engage to transport
Safe Currency from the Safe to the Vault
Locat�on
UCC 4A. Art�cle 4A of the Umform
Commercial Code - Funds Transfers, as adopted
Ali nghts reserved None of the enclosed
matenal may be reproduced or publ�shed w�thout
perm�ss�on
�O 2010 Bank of Amenca Corporat�on
Uu�form Rules for Collections The Umform
Rules for Collect�ons, ICC Publ�cation No 522,
or such later rev�sion as may be adopted by the
Internat�onal Chamber of Commerce and be
appl�cable to a collecrion
User pocumentahon Any written mformarion
we provide you, mcludmg mformat�on m
electromc format, as amended from t�me to t�me,
wh�ch contams deta�led mstrucrions regardmg
the use of a Serv�ce, as prov�ded by a part�cular
bankmg center or office User pocumentation
may vary from one�unsdiction to another
Current User pocumentat�on is ava�lable upon
your request
Vault Locahoa When used m connection w�th
the Safe Connect Serv�ce, the vault facihty
where the vaultmg and related cash processing
serv�ces are performed w�th respect to Safe
Deposrts
Webs�te Any mternet webs�te and/or onlme
access channel for use m accessmg one or more
Services
AD-AG-0455B (2010) 69
BankofAmerica � List of Banks and Services for Use with the Treasury
`'�"�� Services Terms and Conditions (the "Booklet")
As of February 1, 2013, the following Banks and Services are covered by the Bank of Amenca Treasury Services Terms and Conditions
Booklet
BANKS
In the Un�ted States ofAmenca
Bank of Amenca NA, in Anzona, Arkansas, Califorrna, Connecticut, Distnct of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, lowa,
Kansas, Maine, Maryland, Massachusetts, Michigan, Missoun, Nevada, New Hampshire, New Jersey, New Mexico, New York,
North Carolina, Oklahoma, Oregon, Pennsylvarna, Rhode Island, South Carolina, Tennessee, Texas, Virgirna and Washmgton
FIA Card Services, N A
Outs►de of the Un►ted States of Amer�ca
Bank of Amenca NA in Australia, Belgwm, Canada, France, Germany, Greece, Hong Kong, India, Indonesia, Ireland, Italy, Japan,
Netherlands, New Zealand, People's Republic of Chma, Phdippines, Smgapore, Spain, Taiwan, Thadand, and United Kingdom
Bank of Amenca Malaysia Berhad
Bank of Amenca Mex�co, S A, Institucion de Banca Multiple
Bank of America Mernll Lynch Banco Multiplo SA (in Brazd)
SERVICES
Once you open an account with us, the following treasury management serwces may be provided accordmg to the terms and conditions
in the Bookiet Services may be offered by various Bank of Amenca Corporation Banks or branches under any of the names given
above To find out which serwces are offered by a specific bank or location, please contact your Treasury Services representative
Amendment to Book/et �s
FOR SPEC/F/C SECT/ONS COVER/NG REFER TO TH/S SECTION Re uired
2004
2010 or 1999 1996
2004-2
Account Reconcdement
Account Reconcdiation Inquiry Account Reconcdement
Account Reconcdiation — Canada Account Reconcdement
Bank of America Direct� Account Reconcdiation Account Reconcdement
CashPro� Online (Account Reconcdiation) Account Reconcilement
Deposit Reconciliation Account Reconcilement
Full Account Reconalement Account Reconcdement
Partial Account Reconcdement Account Reconcdement
Automated Cleanng House Services (ACH)
ACH In�t�at►on (corporate to coraorate aavments &
rece�ats, corvorate to consumer aavments & receiats.
concentrat�on tax ments
Automated Cleanng House (ACH) Blocks and Automated Cleanng House (ACH) X X X
Authorizations Authonzation to Receive
Automated Cleanng House (ACH) Blocks and Automated Clearing House (ACH) X X X X
Authonzations with UPIC Authonzation to Receive
ACH Transmissions Automated Cleanng House X X X X
new clients
ACH Prefund (ACH Credits prefund) Automated Cleanng House X X X X
new clients
Cash Express Automated Cleanng House X X X X
new clieMs
ACH Managed Process (ACH Debits prefund) Automated Cleanng House X X X X
CashPro� Online (ACH) Automated Clearmg House X X X X
new clierrts
CashPro Express (ACH) Automated Cleanng House X X X X
new clients
Check to ACH Conversion Check to ACH Conversion X X X X
Cross Border ACH Wire Transfer & International X(FX) X(FX) X(FX)
00-35-1917NSBW D2-01-2013 Page 1 of 8
Bank of America — Confidential o20t36ankofAmericaCorporat�on
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et �s
FOR SPECIFIC SECTIONS COVER/NG REFER TO TH/S SECTION Re uired
2004
2010 or 1999 1996
2004-2
Electronic Funds Transfer �2ooa
only)
Bank of Amenca Direct (ACH) Automated Cleanng House X X X X
new clieMs
The Payment Network (ACH) Automated Cleanng House X X X X
new clients
Remote Payments Online (RPO) (ACH) Automated Cleanng House Customer X X
Irntiated Pa ments
Payment Collection Gateway (PCG) (ACH) Automated Cleanng House X X X X
new clients
Property Management Payment Service (PPS) (ACH) Automated Cleanng House X X X X
new clients
Paymode-X� for Reimbursement Automated Cleanng House X X X X
new clients
Paymode-X'�" Out-of-Network ACH Automated Cleanng House X X X X
new clients
ACH BARS ACH BARS X X X X
ACH Cash Concentrat�on X X X X
Lockbox/ACH Concentration Automated Cleanng House X X X X
new clients
Multibank Cash Concentration Automated Cleanng House X X X X
new clier�ts
ACH Tax Pa ments
Express Tax Tax Payments
Bank of Amenca Direct� (ACH) Automated Cleanng House X X X X
new clieMs
CashPro� Oniine (ACH) Automated Cleanng House X X X X
new clients
Automated Clearmg House (ACH) Blocks &
Authonzations
ACH Blocks & Authorizations Automated Clearing House (ACH) X X X
Authonzation to Receive
Automated Cleanng House (ACH) Blocks and Automated Clearing House (ACH) X X X X
Authonzations with UPIC Authonzation to Receive
ACH Positive Pay Service Automated Cleanng House (ACH) X X X
Authonzation to Receive
Electrornc Bdl Payment Authorization Automated Cleanng House (ACH) X X X
Authonzation to Receive
Bank of Amenca SWIFT Service Bureau Bank of Amenca Service Bureau X X X X
CashPay� CashPay�
CashPay� (ACH ongination of Direct Deposit) CashPay� X X X
CashPay� (Employee Account) See CashPay Deposit Account X X X
Agreement
Customer-Initiated Pa ents
Payment Collection Gateway (PCG) (ACH) Customer-Irntiated Payments X X
Property Management Payment Service (PPS) Property Management Customer- X X X X
Initiated Payments Service CIP)
Remote Payments Onlme (RPO) (ACH) Customer-Irntiated Payments X X
Checkissuance
FX Wires and Drafts (Drafts) Client-Pnnted Drafts X
The Pa ment Network Ghecks Check Issuance
00-35-1917NSBW 02-0t-2013 Page 2 of 8
Bank of Amer�ca — Confidential �20138ankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et �s
FOR SPEC/F/C SECT/ONS COVER/NG REFER TO TH/S SECT/ON Re u�red
2004
2010 or 1999 1996
2004-2
Paymode-X�" Plus Check Issuance
Check Truncation
Check Truncation Check Truncation
Client Pnnted Drafts
Bank of America Direct0 Payments InitiaUon Chent Prmted Drafts X
Bank of Amenca Direct0 FX Wires & Drafts Client Prmted Drafts X
CashPro� Online (FX wires & drafts) Client Pnnted Drafts X
Com and Currency
Change Orders-Banking Centers Com and Currency
Com and Currency Reqwsitions/Change Orders Coin and Currency
Collection Letters Collection Letters
Commercial Credit Service Commercial Credit Service X X X X
Corporate Card
Commercial Card Corporate Card X X�2ooa X X
only)
Corporate Card Corporate Card X�2ooa X X
only)
ePayables ("Pull") Corporate Card X�2ooa X X
only)
ePa abies "Push PaymenY') Corporate Card X X X X
Fleet Card Corporate Card X(zooa X X
only)
Purchasmg Card Corporate Card X�2ooa X X
only)
Travel Card Corporate Card X �2ooa X X
only)
Receipts Imagmg Corporate Card X X X X
Commercial Deposrts
Cash Vault Deposits Commeraal Deposits
Cash Letters Commercial Deposits
Bankmg Center Deposits Commercial Deposits
Deposit Tracking DTS Supplement to Commercial X X X X
Deposit Service
Bank of Amenca Local Office Provided International Commercial Deposits X X X
Remote Deposit Serv�ce
E�ended Vault Extended Vault X X X
Image Cash Letters (corporate & government) Commercial Deposits X X X
Image Cash Letters (Financial Institutions) Image Cash Letter or Image Cash X X X X
Letter and Remote Deposit
Image Cash Letters U S Savings Bonds (Financial Image Cash Letter or Image Cash X X X X
Institutions only) Letter and Remote Deposit
Night Depository Commercial Deposits
Qwck Business Deposit0 Commercial Depos�ts
Remote Deposit for Property Management Clients Property Management Payment X X X X
Services Check Scanning
Remote Deposit Serwce Commercial Deposits X X X
Safe Connect Commeraai Deposits X X X
Sub�ect to Count (STC) Sub�ect to Count (STC) Supplement X X X X
to Commercial Deposit Service
Commercial Prepaid Cards Commercial Prepaid Cards X X X
Commumcations
Electronic Mad Commurncations
00-35-1917NSBW 02-01-2013 Page 3 of 8
Bank Of AmBriCa — Confidential �02013BankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et is
FOR SPECIF/C SECTIONS COVER/NG REFER TO TH/S SECT/ON Re u�red
2004
2010 or 1999 1996
2004-2
Investment Transfer Requests (Electronic Mad) Commurncations
Loan PaymenUAdvance Requests (Electronic Mad) Communications
Controlled Balance Accounts
Collection/Disbursement Transfer Serv�ce Controlled Balance
Controlled Balance Accounts Controlled Balance
Depository Plus Controlled Balance
Total Funds Roundup Controlled Balance
Zero Balance Accounts Controlled Balance
Controlled Disbursement
Note Onlv the Controlled D�sbursement arranaements
at the follow�n s�tes are covered under fh�s booklet
Ashevdie, North Carolma Controlled Disbursement
DeKalb, Georgia Controlled Disbursement
Golden's Bndge, New York Controlled Disbursement
Hartford, Connecticut Controiled Disbursement
Northbrook, Illmois Controlled Disbursement
South Portland, Mame Controlled Disbursement
Tallahassee, Flonda Controlled D�sbursement
Vandalia, Missoun Controlled Disbursement
Walnut Creek, California Controlled Disbursement
Wichita Falls, Texas Controlled Disbursement
Bank of America Direct� (controlled disbursement) Controlled Disbursement
CashPro� Online (controlled disbursement) Controlled Disbursement
Self-Fundin Service Self-Fundm Serwce X X X X
Correspondent Bank Deposit (CBD) Services Correspondent Bank Depos�t (CBD) X X X X
Services
Credit Service
CashPro� Onlme Credit CashPro Credit X X X X
CashPro� Ex ress Credit CashPro Credit X X X X
Data Aggregation and Usa e
CashPro� Accelerate Data Aggregafion and Usa e X X X
CashPro� Express Accelerate Data Aggregation and Usage X X X
Electronic Bdl Payment Consolidation
Electrornc Bdler Concentration Electronic Bdl Pmt Consolidation X X X
Pa mode-X'�" Concentrator Electronic Bdl Pmt Consolidation X X X
Electronic Data Interchange
Electronic Commerce Electronic Data Interchange
Electrornc Fde Deliver (EFD) Electronic Data Interchange
File Transfer Electrornc Data Interchange
Global Advice Electrornc Data Interchange
Global Commission Pa ments Electrornc Data Interchange
International WebConnect0 IWC Electronic Data Interchan e X X X X
The Payment Network ElecVonic Data Interchange
00 02-01 Page 4 of 8
Bank of America — Confidential 02013BankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et is
FOR SPEC/F/C SECT/ONS COVERING REFER TO TH/S SECT/ON Re u�red
2004
2010 or 1999 1996
2004-2
Electronic Foreign Exchange
Bank of Amenca Direct� FX Wires & Drafts Electrornc Foreign Exchange X(FX) X(FX) X(FX)
�2ooa
onlr)
CashPro� Online & CashPro� Express FX Wires & Drafts Electronic Foreign Exchange X(FX) X(FX) X(FX)
(zooa
only)
CashPro� FX Trading Trading Electronic Foreign Exchange X(FX) g X
(for non-financial institutions)(fka FXTransact) �2ooa
only)
FX Transact (for non-financial insUtutions) Electronic Foreign Exchange X(FX) X X
�2ooa
only)
FX Wires and Drafts Electronic Foreign Exchange X(FX) X(FX) X(FX)
(zooa
only)
Electronic Stop Payments
Bank of Amenca Direct� (Stop Payments) Online Stop Payments
CashPro Onlme & CashPro Express stop pa ments Online Stop Payments
Stop Pa ment Transmission Online Sto Payments
00-35-1977NSBW 02-01-2013 Page 5 of 8
Bank of America — Confidential 02013BankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Booklet is
FOR SPEC/F/C SECT/ONS COVERING REFER TO TH/S SECT/ON Re u�red
2004
2010 or 1999 1996
2004-2
Electronic Trade Services X
Advising Standby Letters of Credit — Advised X �2ooa X X
Conflrmed / Unconfirmed o�iy�
Bank of America Direct Electronic Trade Services Electronic Trade Services X
CashPro� Onlme Electronic Trade Services Electronic Trade Services X
CashPro� Online Trade Pro'� Electrornc Trade Services X
Collections (Incoming & Outgoing) Collections X X
Commercial Applications Standby and Commercial Letters of X
Credit - Issued
Direct Acceptance Reports Electrornc Trade Information X
Reporting and Image Access
Direct Collection Collections X
Direct Export Bdls Collection (EBC) Electrornc Trade Information X
Reporting and Image Access
Direct Export Letters of Credit Commercial Letters of Credit — X
Advised (Confirmed / Unconfirmed
Direct Export Reports Electronic Trade Information X
Reportmg and Image Access
Direct Import Reports Electrornc Trade Information X
Reporting and Image Access
Direct Standby Reports Electrornc Trade Information X
Reporting and Image Access
Guarantee Standby and Commercial Letters of X
Credit - Issued
Image Access Electronic Trade Information X X X
Reporting and Image Access
Import Applications Standby and Commercial Letters of X
Credit - Issued
Open Account Transactions Open Account X X
PO to Pay Open Account X X X
Purchase Order Processing Open Account X X X
Standby Letters of Credit Standby and Commeraal Letters of X
Credit - Issued
Suppl Cham Financm Supply Chain X X X
Transfer Requests and Reporting Commercial Letters of Credit — X
Advised Confirmed / Unconfirmed
Escrow Management Service Escrow Mana ement Serwce X X X X
eStatements eStatements and Notifications X X X
Facsimde Si natures Facsimde Signatures
Forei n Collection Letters Foreign Collection Letters X
Healthcare Revenue Manager
Patient Payments Onlme (PPO) (ACH) Customer-Initiated Payments X X
Patient Front Office Service (PFO) Patient Front Office Service X X X X
Patient Payments Lockbox Lockbox
HIPAA Business Associate HIPAA Busmess Associate X X X X
Informat�on Report�ng
Previous Dav Informat�on Revort�na lBalance and
Acf�v� Re ort�n Summa and Deta►1 Re ort�n
Bank of Amenca Direct� Information Reporting
CashPro Online Information Reporting
CashPro� Express Information Reportmg
CashPro Online Accelerate Data Aggregat�on and Usage X X X
CashPro� Express Accelerate Data Aggregation and Usage X X X
00-35-1917NSBW 02-01-2013 Page 6 of 8
Bank of America — Confidential OO 2013BankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et �s
FOR SPECIF/C SECTIONS COVER/NG REFER TO THIS SECTION Re u►red
2004
2010 or 1999 1996
2004-2
Current/Intrada /nformation Re ortin
Bank of America Direct� Information Reportmg
CashPro� Online Information Reporting
CashPro Online Accelerate Data Aggregation and Usage X X X
CashPro� Express Information Report�ng
Deposit Source Reportmg Information Reportmg
Electrornc Account Analysis/Account Analysis Statement Information Reportmg
Global Adwce — Information Reporting Information Reportmg
Global/International Account Reporting Information Repo�ting
Information Manager Information Reporting
Item Inqui Information Reportm
Multi Bank Reportm Information Reportm
The Payment Network (Information Reportmg) Information Reportmg
The Receivables Neiwork Information Reporting
Bank of Amenca Direct� Receipts Information Reporting
CashPro Receipts On-Lme Information Reporting
Image Access
Bank of Amenca Direct0 (Image Access) Image Access
CashPro� Online ima e access) Image Access
CashPro Express Image Access Image Access
Check Image Inqwry Image Access
Deposit Images X X
Disbursement Image Access Image Access
Image OnSite CD-ROM Image Access
Incomin Returned Item Image Transmission Ima e Access X X
Returned Item Ima es Ima e Access X X
Lockbox
Bank of Amenca Direct (lockbox & image lockbox) Lockbox
(U S and Canada)
CashPro� Online (lockbox & image lockbox) Lockbox
U S and Canada)
Client Side Capture Client Side Capture Supplemental X X X X
Image Lockbox (U S and Canada) Lockbox
CashPro� Onlme Receivables Management Lockbox
Lockbox Card Payment Processing Lockbox Card Payment Process�ng X X X X
Supplemental Amendment
RetadLockbox Lockbox
Scannable Wholesale Lockbox Lockbox
Wholesale Lockbox (U S only) Lockbox
Member Admm�stered Closed User Group ("MACUG") Member Admirnstered Closed User X X X X
Group ("MACUG") Amendment to
Booklet
Notification Service E-statements and Notifications X X X
Payment and Invoice Processmg Service
Paymode-X Payment and Invoice Processing X X X
Service
Paymode-X Diwdends Payment and Invoice Processmg X X X
Service
Paymode-X'� Invoice Management Payment and Invoice Processmg X X X X
Service
Positive Pa
ACH Pos�tive Pay Service Automated Cleanng House (ACH) X X X
Authonzahon to Receive
00 02-01 Page 7 of 8
Bank of America — Confident�al 020138ankofAmencaCorporation
LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS AND CONDITIONS (THE "BOOKLET")
Amendment to Book/et �s
FOR SPEC/FIC SECTIONS COVERING REFER TO THIS SECT/ON Re u�red
2004
2010 or 1999 1996
2004-2
Bank of Amenca Direct� Positive Pay Pos�tive Pay
CashPro� Online Check Positroe Pay Positive Pay
Event Notification Positive Pay
Image Positive Pay Positroe Pay
Pa ee Positive Pay Positive Pa
Positive Pa Positive Pay
Positive Pay — Canada Positive Pay
Reverse Positroie Pay Positivie Pay
Teller Positive Pay Positive Pay
Reclear Reclear X X
Re-Presentment Check RCK) Re-Presentment Check (RCK) X X
Safe Connect Commercial Deposits X X X
Stop Payments
Stop Payments Via telephone, facsimde, m wnting or in See Deposit Account Agreement
person
Transact�on Investigation (TI Information Reportmg X X
Transportation Services Transportation Services X X X X
Vendor Bdl Payment Service Vendor Bdl Payment Service X X X X
Wire Transfer & International Electronic Funds Transfer
Wire Init�at�on
Bank of Amenca Direct� Account Transfers Wire Transfer & International EFT
Bank of Amenca Direct� FX Wires and Drafts Wire Transfer & International EFT X(FX)
Bank of Amenca Direct� Payments Initiation Wire Transfer & International EFT
Bank of Amenca Direct� Le ac Pa ments Initiation Wire Transfer & International EFT
Bank of Amenca Direct� multi bank Wire Transfer & International EFT
CashPro� Global Payments Wire Transfer & International EFT X(FX)
CashPro� Online & CashPro� Express (account Wire Transfer & International EFT X(FX)
transfers, wires, FX wires & drafts)
Cross Border ACH Wire Transfer 8 International EFT
FX Wires and Drafts (Wires) Wire Transfer & International EFT X(FX
International Electrornc Funds Transfer Wire Transfer & International EFT
International Payment Services EMEA & Asia Wire Transfer 8� International EFT
International WebConnect� (IWC)Wire Transfers (Latin Wire Transfer & International EFT X X X X
America
MQ Pipe Wire Transfer 8� International EFT
MultiBank Wire Transfer & International EFT
The Payment Network (Wires-Outgomg) Wire Transfer & International EFT
Paymode-X Out-of-Network Wires Wire Transfer & International EFT
Reverse Funds Transfer / Drawdown Message Wire Transfer & International EFT
Standing Order Transfers Wire Transfer & International EFT
Tele hone Transfers
Telephone Wire Transfer Service Wire Transfer & International EFT
Reverse Funds Transfer Drawdown Messages Wire Transfer & International EFT
Standmg Order Transfers Wire Transfer 8� International EFT
Telephone FX and US Dollar Wire Transfers Wire Transfer & International EFT X FX)
00-35-1917NSBW 02-01-2013 Page 8 of 8
Bank of America — Confident�al 002013BankofAmencaCorporation