Common use of Funds Transfers Clause in Contracts

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an authorized signer on the relevant account, the Bank will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by the Borrower as having authority to approve funds transfers, who may be the same person who initiated the instruction. When calling back, the Bank will request from Customer’s Responsible Officer his or her name. If the name is listed in the Bank’s records as a Responsible Officer of the Borrower with authority to approve funds transfers, the Bank will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer acknowledges that the Bank has offered to Customer other security procedures that are more secure and are commercially reasonable for Customer, and that Customer has nonetheless chosen the procedures described in this paragraph. Customer agrees to be bound by any payment order issued in its name, whether or not authorized that is accepted by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric identifier (e.g. ABA number or account number), the Bank, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank hereunder. This authorization shall remain in full force and effect until canceled, revoked or amended by written notice received by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) and is in addition to all other authorizations. Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank pursuant to this authorization prior to the Bank’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment shall not be affected by such notice. Customer agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received by email or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the person Person initiating the funds transfer request. If the name is listed as an authorized signer Authorized Person on the relevant account, the Bank Trustee will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by any Person listed as an Authorized Person on the Borrower as having authority to approve funds transfersaccount, who may be the same person Person who initiated the instruction. When calling back, the Bank Trustee will request from Customer’s Responsible Officer the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the BankTrustee’s records as a Responsible Officer of the Borrower with authority to approve funds transfersan Authorized Person, the Bank Trustee will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer Where the Agreement contemplates joint payment instructions from the Grantor and Beneficiary, the Trustee shall call back both the Grantor and Beneficiary. Each of the Grantor and Beneficiary acknowledges that the Bank Trustee has offered to Customer such Grantor and Beneficiary other security procedures that are more secure and are commercially reasonable for Customersuch Grantor and Beneficiary, and that Customer such Grantor and Beneficiary has nonetheless chosen the procedures procedure described in this paragraph. Customer Each of the Grantor and the Beneficiary agrees to be bound by any payment order issued in its name, whether or not authorized that is accepted by the Bank Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric alpha-numeric identifier (e.g. ABA number or account number), the BankTrustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer Each of the Grantor and Beneficiary agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank Trustee hereunder. This authorization The Trustee shall remain in full force not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant Grantor and effect until canceled, revoked Beneficiary. Payment or amended otherwise to act on any instruction by written notice received Authorized Person of the relevant Grantor and Beneficiary will be made by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving Trustee within three (3) Business Days after Trustee’s verification of instructions by facsimileas set forth above. A “Business Day” shall mean any day on which banks in the State of New York, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) the Commonwealth of Massachusetts and is in addition to all other authorizationsthe State of Connecticut are open for business. Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank Trustee pursuant to this authorization prior to the BankTrustee’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment shall not be affected by such notice. Customer agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received by email or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:.

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction of the Grantor, the Beneficiary or the Direct Insurer, as the case may be, is to include the name and (in the case of a facsimile) signature of the person Person initiating the funds transfer request. If the name is listed as an authorized signer Authorized Person on the relevant account, the Bank Trustee will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by any Person listed as an Authorized Person on the Borrower as having authority to approve funds transfersaccount, who may be the same person Person who initiated the instruction. When calling back, the Bank Trustee will request from Customer’s Responsible Officer the staff member of the Grantor, the Beneficiary or the Direct Insurer, as the case may be, his or her name. If the name is listed in the BankTrustee’s records as a Responsible Officer of the Borrower with authority to approve funds transfersan Authorized Person, the Bank Trustee will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer Where the Agreement contemplates joint payment instructions from the Grantor, the Beneficiary and the Direct Insurer, the Trustee shall call back the Grantor, the Beneficiary and the Direct Insurer. Each of the Grantor and Beneficiary acknowledges that the Bank Trustee has offered to Customer each of the Grantor, the Beneficiary and the Direct Insurer other security procedures that are more secure and are commercially reasonable for Customersuch Grantor, Beneficiary or Direct Insurer, and that Customer such Grantor, Beneficiary and Direct Insurer has nonetheless chosen the procedures procedure described in this paragraph. Customer Each of the Grantor, the Beneficiary and the Direct Insurer agrees to be bound by any payment order issued in its name, whether or not authorized authorized, that is accepted by the Bank Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric alpha-numeric identifier (e.g. ABA number or account number), the BankTrustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer Each of the Grantor, the Beneficiary and the Direct Insurer agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank Trustee hereunder. This authorization shall remain in full force and effect until canceled, revoked or amended by written notice received by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) and is in addition to all other authorizations. Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank pursuant to this authorization prior to the Bank’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment The Trustee shall not be affected by such notice. Customer agrees obliged to indemnify and hold harmless make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct authenticity of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received request by email telephoning an Authorized Person who has not executed the relevant request or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:instruction

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an authorized signer Authorized Person on the relevant account, the Bank Trustee will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by any person listed as an Authorized Person on the Borrower as having authority to approve funds transfersaccount, who may be the same person who initiated the instruction. When calling back, the Bank Trustee will request from Customer’s Responsible Officer the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the BankTrustee’s records as a Responsible Officer of the Borrower with authority to approve funds transfersan Authorized Person, the Bank Trustee will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer Where the Agreement contemplates joint payment instructions from the Grantor and Beneficiary, the Trustee shall call back both the Grantor and Beneficiary. Each of the Grantor and Beneficiary acknowledges that the Bank Trustee has offered to Customer such Grantor and Beneficiary other security procedures that are more secure and are commercially reasonable for Customersuch Grantor and Beneficiary, and that Customer such Grantor and Beneficiary has nonetheless chosen the procedures procedure described in this paragraph. Customer Each of the Grantor and the Beneficiary agrees to be bound by any payment order issued in its name, whether or not authorized authorized, that is accepted by the Bank Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric alpha-numeric identifier (e.g. ABA number or account number), the BankTrustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer Each of the Grantor and Beneficiary agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank Trustee hereunder. This authorization The Trustee shall remain in full force not be obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by telephoning an Authorized Person who has not executed the relevant request or instruction of the relevant Grantor and effect until canceled, revoked Beneficiary. Payment or amended otherwise to act on any instruction by written notice received Authorized Person of the relevant Grantor and Beneficiary will be made by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving Trustee within three (3) Business Days after Trustee’s verification of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) and as set forth above. A “Business Day” shall mean any day on which the Trustee is in addition to all other authorizations. open for business Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank Trustee pursuant to this authorization prior to the BankTrustee’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment shall not be affected by such notice. Customer agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received by email or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:.

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the person Person initiating the funds transfer request. If the name is listed as an authorized signer Authorized Person on the relevant account, the Bank Trustee will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by any Person listed as an Authorized Person on the Borrower as having authority to approve funds transfersaccount, who may be the same person Person who initiated the instruction. When calling back, the Bank Trustee will request from Customer’s Responsible Officer the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the BankTrustee’s records as a Responsible Officer of the Borrower with authority to approve funds transfersan Authorized Person, the Bank Trustee will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer Where the Agreement contemplates joint payment instructions from the Grantor and Beneficiary, the Trustee shall call back both the Grantor and Beneficiary. Each of the Grantor and Beneficiary acknowledges that the Bank Trustee has offered to Customer such Grantor and Beneficiary other security procedures that are more secure and are commercially reasonable for Customersuch Grantor and Beneficiary, and that Customer such Grantor and Beneficiary has nonetheless chosen the procedures procedure described in this paragraph. Customer Each of the Grantor and the Beneficiary agrees to be bound by any payment order issued in its name, whether or not authorized that is accepted by the Bank Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric alpha-numeric identifier (e.g. ABA number or account number), the BankTrustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer Each of the Grantor and Beneficiary agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank Trustee hereunder. This authorization shall remain in full force and effect until canceled, revoked or amended by written notice received by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) and is in addition to all other authorizations. Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank pursuant to this authorization prior to the Bank’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment The Trustee shall not be affected obliged to make any payment or otherwise to act on any instruction notified to it under this Agreement if it is unable to validate the authenticity of the request by such noticetelephoning an Authorized Person who has not executed the relevant request or instruction of the relevant Grantor and Beneficiary. Customer agrees Payment or otherwise to indemnify act on any instruction by Authorized Person of the relevant Grantor and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained Beneficiary will be made by the Bank as a result Trustee within three (3) Business Days after Trustee’s verification of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received by email or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:forth

Funds Transfers. With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply: Customer’s payment instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the person person(s) initiating the funds transfer request. If the name is listed as an authorized signer Authorized Person on the relevant account, the Bank Trustee will confirm the instructions by telephone call to a Responsible Officer of Customer who has been designated in writing by any person listed as an Authorized Person on the Borrower as having authority to approve funds transfersaccount, who may not be the same person person(s) who initiated the instruction. When calling back, the Bank Trustee will request from Customer’s Responsible Officer the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the BankTrustee’s records as a Responsible Officer of the Borrower with authority to approve funds transfersan Authorized Person, the Bank Trustee will confirm the instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Customer Where the Agreement contemplates joint payment instructions from the Grantor and Beneficiary, the Trustee shall call back both the Grantor and Beneficiary. Each of the Grantor and Beneficiary acknowledges that the Bank Trustee has offered to Customer such Grantor and Beneficiary other security procedures that are more secure and are commercially reasonable for Customersuch Grantor and Beneficiary, and that Customer such Grantor and Beneficiary has nonetheless chosen the procedures procedure described in this paragraph. Customer Each of the Grantor and the Beneficiary agrees to be bound by any payment order issued in its name, whether or not authorized authorized, that is accepted by the Bank Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alphanumeric alpha-numeric identifier (e.g. ABA number or account number), the BankTrustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Customer Each of the Grantor and Beneficiary agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Bank Trustee hereunder. This authorization shall remain in full force and effect until canceled, revoked or amended by written notice received by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating to the giving of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On-Line Communications Systems) and is in addition to all other authorizations. Notwithstanding any revocation, cancellation or amendment of this authorization, any action taken by the Bank pursuant to this authorization prior to the Bank’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment The Trustee shall not be affected by such notice. Customer agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence or willful misconduct of the Bank (it being understood that, other than with respect to verifying and confirming that instructions received by email or other similar Electronic Method, are, in fact, from an email address or address of another similar Electronic Method, of a person believed by the Bank to be a Responsible Officer of such Customer, the failure by the Bank to verify or confirm that the person giving the instructions or directions by email or other similar Electronic Method, is, in fact, an authorized person will not constitute negligence or willful misconduct. This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the choice of law rules) of the jurisdiction governing the Agreement. Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors or other governing body. Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in the Agreement. The execution of this document by Customer constitutes acceptance of the foregoing. Yours faithfully, THE BANK OF NEW YORK MELLON By: Name: Title: Customer hereby accepts and agrees to the terms and conditions set forth herein. [Name of Customer] By: Name: Title:be