MBSA Schedule G – Wire Terms

WIRE SERVICES

If approved by Bank in connection with a Program, Bank will provide Wire Services in accordance with the terms set forth in this Schedule G (Wire Services), the Wire User Guide and the terms of this Agreement. Bank will make available to Program Manager, from time to time, its policies, procedures, guidelines and other writings governing the use of the Wire Transfer Services by Program Manager, as may be amended or supplemented by Bank from time to time (the “Wire User Guide”). Program Manager shall comply with the terms set forth in this Schedule G (Wire Services), the Wire User Guide and this Agreement. If there is a conflict between the Wire User Guide and this Agreement, the Wire User Guide shall control. The Wire User Guide may be amended, modified or supplemented by Bank by providing Program Manager with thirty (30) days’ prior notice of such amendment. Program Manager shall ensure all terms herein related or applicable to or otherwise referencing Program Manager (or its Subcontractor) that may be applicable to an End User are included in the Bank Services Agreement. Unless otherwise defined, the terms used in this Schedule G (Wire Services) shall have the meanings provided in Tennessee Uniform Commercial Code, Article 4A (“UCC 4A”). The following terms and conditions shall apply whenever Program Manager (or Subcontractor) requests a wire transfer on behalf of an End User to or from such End User’s Deposit Account (or the balance of the FBO Account related to End User) in connection with an approved Program under this Agreement (“Wire Transfer”).

General Description of Wire Services.

Subject to the terms, provisions and conditions of this Agreement and this Schedule G (Wire Services), Bank shall provide Wire Services to Bank approved End Users in connection with the approved Program, and Program Manager may market such Wire Services to Persons in accordance with the terms of this Agreement and the applicable Program Schedule provided for in Schedule B (Program Schedules) to this Agreement. Pursuant to the terms set forth herein, the Wire User Guide and this Agreement, in the event an End User provides a validly authorized payment order or request to initiate a Wire Transfer from such End User’s Deposit Account (or using the balance of the FBO Account related to End User), Program Manager shall, on behalf of End User, immediately provide such payment order or request for a Wire Transfer using Bank’s API. Any payment order, wire instruction or Wire Transfer requested in connection with this Agreement or a Bank Services Agreement governing Wire Services may also be referred to herein as a “transfer request.” A transfer request may involve the transfer of funds from a Deposit Account or FBO Account to another account End User has with Bank, to an account with any other financial institution, or to a third party or account of a third party maintained with Bank or with any other financial institution. Program Manager acknowledges that any incoming or outgoing Wire Transfers executed by Bank will be subject to the terms of this Schedule G (Wire Services), the Wire User Guide and this Agreement, including Schedule K (Security Procedures), and Program Manager shall ensure that such incoming or outgoing Wire Transfers and any transfer request comply with the terms of this Agreement and with Bank Policies, Compliance Polices and Applicable Laws.

Program Manager shall obtain from End User all requisite authorizations and consents (all as required by and in accordance with Applicable Law) for Bank to debit such End User’s Deposit Account (or the balance of the FBO Account related to End User) for an amount equal to the transfer request and any applicable fees related to such transfer request. Bank is under no obligation to process any transfer request if an End User’s Deposit Account (or the balance of the FBO Account related to End User) is insufficient to cover the entire transfer request amount, plus fees. Program Manager shall ensure End User has sufficient funds on deposit with Bank for implementation of any transfer request from such End User. Bank will have no obligation to honor any transfer request which exceeds the balance of End User’s immediately collected funds.

Wire Transfers made from an End User’s Deposit Account (or using the balance of the FBO Account related to End User) are processed through the Federal Reserve or correspondent financial institutions and are governed by Applicable Law, including Regulation J and UCC Article 4A (or the Electronic Fund Transfer Act and Regulation E in the case of consumer remittances), which determines the rights and liabilities of the parties to the transfer. Bank is under no obligation to follow any transfer request or initiate any Wire Transfer, nor is Bank obligated to follow instructions cancelling or amending any transfer request that does not afford the Bank sufficient time to verify the authenticity of the instructions. Program Manager’s or End User’s attempted modification of any transfer request shall not be binding on Bank unless received in accordance with the Security Procedures set forth in Schedule K (Security Procedures) (and the security procedures set forth in any Bank Services Agreement, to be ensured by Program Manager), and with such time and manner as to afford Bank a reasonable time to act thereon prior to transmission or release of the transfer.

Once Bank receives a transfer request, it may not be able to be cancelled or amended, subject to Applicable Law. However, at Program Manager’s or End User’s discretion, Bank may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which Bank is notified of a request for cancellation or amendment complies with the Security Procedures set forth in Schedule K (Security Procedures) and any procedures set forth in any Bank Services Agreement. Notwithstanding, Bank shall have no liability if such cancellation or amendment is not effected. Program Manager agrees to indemnify and hold Bank harmless from any and all liabilities, claims, damages, costs and expenses Bank may incur in attempting to cancel or amend the Wire Transfer. Any cancellation or amendment of a Wire Transfer by Bank shall relieve Bank of any obligation to act on the original transfer request.

It is Program Manager’s responsibility to ensure that Bank is provided with accurate, clear, and correct transfer requests and instructions, including beneficiary name and account number, and that such transfer requests are given only by the End User who has an ownership interest in the Deposit Account (or the balance of the FBO Account used in connection the Wire Transfer). Program Manager is liable for any incorrect, inaccurate or unclear information. If Program Manager, on behalf of an End User, provides Bank with the name and account number of a beneficiary, Bank and other financial institutions may process the payment order based on the account number alone, even though the number may identify a person other than the beneficiary named. Bank will not be liable if the beneficiary’s financial institution does not accept the Wire Transfer or accepts the Wire Transfer and then places the funds in a suspense or holding account because of the discrepancy. Unless required by Applicable Law, Bank will not be liable to Program Manager, End User or any other Person for any losses resulting from the beneficiary’s financial institution accepting and posting any Wire Transfer to an incorrect account, whether based on Program Manager’s or End User’s transfer request or for other reasons unrelated directly to a material breach of this Agreement by Bank. Incorrect, unclear or incomplete transfer requests may delay the processing of a Wire Transfer request. If a transfer request does not designate the beneficiary’s financial institution, Bank may, in its sole discretion (i) accept the transfer request and make payment to any financial institution at which Bank has reason to believe the beneficiary maintains an account, or (ii) not accept the transfer request and seek further direction from Program Manager. In either of the foregoing situations, unless Applicable Law requires otherwise, Bank will not be liable for losses resulting from Program Manager’s failure (or the failure of the End User) to properly identify the financial institution where the beneficiary maintains an account. If a transfer request does not specify routing instructions, Bank may send the wire through such correspondents as Bank determines in its sole discretion and Program Manager shall ensure it obtains authorization for End User for Bank to do so. Unless otherwise required by Applicable Law, Bank is not required to accept transfer requests from Program Manager, End User or any Person acting or purporting to act on End User’s behalf in a representative or fiduciary capacity, and Bank may refuse to accept any transfer requests in its sole and absolute discretion. Bank may also reject any incoming wire transfer. If Bank determines, in its sole discretion, not to honor, execute or accept a transfer request, Bank is under no obligation to inform Program Manager or End User and shall not be liable for any failure to inform Program Manager or End User. A transfer request is considered accepted by Bank when Bank executes it.

International and Domestic Wire Transfers. Wire Transfers may be either domestic or international, provided, however, international Wire Transfers may not be sent by Bank through or into any country in violation of U.S. laws. Bank will wire all international Wire Transfers through one of Bank’s correspondent financial institutions. Domestic Wire Transfers will settle only in U.S. Dollars, and international Wire Transfers will be sent in U.S. Dollars. Such international Wire Transfer may be converted to the currency of the destination country at a rate of currency exchange established by the correspondent financial institution or the beneficiary financial institution. Even if Program Manager or End User tells Bank that it wants the Wire Transfer sent in U.S. dollars, Bank cannot guarantee that the beneficiary institution will receive the funds in U.S. currency or will not convert the Wire Transfer into another currency. The actual amount that the beneficiary/designated recipient receives may be reduced by fees and taxes imposed by the beneficiary bank, or a correspondent bank, including currency conversion charges. Notwithstanding, no Program shall permit international Wire Transfers or remittance transfer (as defined by Regulation E) unless approved by Bank in writing.

Consumer Wires. In the event that an End User is a consumer as defined by the Electronic Fund Transfer Act and its promulgating regulation, Regulation E, Program Manager shall ensure that all Wire Services made available to such End User comply with Applicable Laws, including, but not limited to Regulation E and its remittance transfer rules. Program Manager shall ensure it provides all disclosures to any consumer End User required under Applicable Law and shall not provide Bank any transfer request from such consumer End User until the window for cancellation of such transfer request has expired, but in no event, later than the date required for Bank to settle the transfer request in accordance with the disclosures provided to End User.

Security Procedures. Program Manager will ensure that any Wire Transfer request is secure and that unauthorized access or issuance of transfer requests is prevented. Program Manager agrees to adopt and comply with Schedule K (Security Procedures). Further, Program Manager shall include in any End User Bank Services Agreement security procedures governing any End User initiated transfer request (which Program Manager shall comply with); such security procedure must comply with Applicable Laws and the terms of this Agreement. Program Manager shall remit valid transfer requests hereunder in compliance with Applicable Laws and the Schedule K (Security Procedures) and shall ensure that it accepts an End User transfer request in compliance with the Bank Services Agreement, including the security procedures set therein.

Statements and Errors. Except as provided by Applicable Law, Bank shall not be required to provide Program Manager or any End User with a separate notice of incoming or outgoing Wire Transfers. Program Manager shall include all Wire Transfer transactions on Program Manager’s periodic account statement. Program Manager agrees to reconcile Deposit Accounts and all FBO Accounts daily and notify Bank promptly of any discrepancy between its records and the information provided by Bank. Program Manager shall be responsible for reviewing all statements provided by Bank for any discrepancies, unauthorized transactions or errors in connection with any Wire Transfer and shall require End User to review its account statement(s) for any discrepancies, unauthorized transactions or errors in connection with any Wire Transfer. Except as otherwise provided herein, if Program Manager or End User believes a Wire Transfer is wrong or if more information about a Wire Transfer is needed, Program Manager will first be responsible for managing any End User complaints or requests and Program Manager may contact Bank in writing upon discovery or notice of the error and Bank will provide any reasonably requested information. Failure to do so will relieve Bank of any obligation for an unauthorized or erroneous Wire Transfer for which Bank is liable, and Program Manager shall be responsible and liable for any damages or losses Bank incurs as a result of Program Manager’s or End User’s failure to notify Bank within the time period stated in this section or as otherwise required by Applicable Law. If Program Manager fails to notify Bank in writing of any discrepancy between its records and the information provided by Bank or any unauthorized or erroneous Wire Transfer that is reflected on its periodic statement within thirty (30) days of receipt of such periodic statement, Program Manager and End User will be precluded from asserting a claim related to such discrepancy or erroneous or unauthorized Wire Transfer against Bank and agrees to waive any such claim.

Cut-Off Times. Transfer requests for domestic Wire Transfers must be received and verified in accordance with the terms of the Wire User Guide, as amended from time to time, or other writing provided to Program Manager by Bank. Transfer requests for international Wire Transfers must be received and verified in accordance with the terms of the Wire User Guide, as amended from time to time, or other writing provided to Program Manager by Bank. Bank may treat any transfer request received at or after our cut-off time as if it were received that business day or may treat it as if it were received at the opening of the next business day. Bank is not required to make a Wire Transfer on the day a transfer request is received, unless the properly completed transfer request is received within a reasonable time before any cut-off hour the Bank has established. Bank may use any means and routes that Bank, in its sole discretion, consider suitable for the transmission of funds, and Bank may make use of correspondents, agents, subagents and funds transfer and communication systems. Such third parties shall be deemed agents of Program Manager or (if permitted) of End User and Bank shall not be liable for any errors, delay, mis-delivery, or failure of delivery by any of them unless Applicable Law says otherwise. Bank shall not be responsible for delays or mistakes caused by other parties through whom Bank transmit funds.

Miscellaneous. In the event Bank is liable to Program Manager or End User for interest compensation related to or in connection with the Wire Services or under Applicable Law, interest shall be calculated at the average of the federal funds rate published by the Federal Reserve Bank for the period involved; or at such other rate that Bank may agree to, in writing, from time to time. The Bank may reject any transfer request in order to comply with the account transfer limitations imposed on non-transaction accounts under Regulation D.