Section 1. THE SERVICE.
These Zero Balance Account Service Terms (the “Service Terms”) set forth the terms under which Customer may control the transfer of funds between Accounts to eliminate excess balances and/or maintain minimum balances (the “Service”). The Service is also subject to the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement. Any reference to the Agreement herein shall be deemed to include these Service Terms.
Section 2. IMPLEMENTATION AND PROCESSING.
Bank will provide the Service for Customer's Accounts as designated in the applicable Operational Instructions. The Service may be restricted to certain Account types. Customer may request that Bank transfer funds to an Account when the balance falls below a certain amount, or from an Account when the balance rises above a certain amount, or both.
In the Operational Instructions, Customer will designate its Zero Balance Account (“ZBA”) and establish a mutually agreed target balance or maximum or minimum balance (“Target Balance,” “Minimum Balance” or “Maximum Balance,” as applicable). Customer will also designate a concentration Account (“Parent Account”) to or from which funds will be transferred in order to achieve the required balance in the ZBA. At all times, Customer agrees to maintain immediately available funds in the ZBA and Parent Account sufficient to pay all fees, charges, and other items charged to such Account. After the close of each Business Day (i.e., following processing and posting of any Transactions debited or credited to each Account for that Business Day) without prior notice to Customer, Bank will automatically transfer:
In the event any Account designated for the Service does not contain sufficient available funds or is otherwise subject to a hold or freeze, Bank may immediately suspend the Service (e.g., not transfer any amounts from the Parent Account to the ZBA or from the ZBA to the Parent Account) without prior notice or liability to Customer. A Transaction in any ZBA or the Parent Account may be returned and not paid if the applicable ZBA or Parent Account is overdrawn. Customer agrees to indemnify Bank for any and all overdrafts or returned transactions in the Parent Account or any ZBA or other liabilities incurred by Bank as a result of any transfers, or refusal to make any transfers, from the Parent Account to the related ZBA or from the ZBA to the Parent Account as described herein.
Customer agrees that each transfer of funds from a ZBA or Parent Account shall constitute an authorized funds transfer by the Customer. Customer acknowledges and agrees that Bank shall have no obligation or responsibility regarding the application or use of any funds transferred via the Service.
Customer acknowledges that the ZBA and Parent Account remain subject to Bank’s Rules Governing Deposit Accounts as well as any fees and policies relating to overdrafts and returned items.
Section 3. MULTI-ENTITY ZBA ACCOUNTS.
Each Affiliate hereby designates the Master Customer (as designated in the Operational Instructions) as its agent with authority to establish one or more ZBA relationships, as further described in the Operational Instructions. Each ZBA relationship shall consist of a single Parent Account in the name and tax identification number of an Affiliate and one or more ZBAs linked to such Parent Account. Each Affiliate hereby grants the Master Customer the unconditional and irrevocable authority to (i) add new ZBAs in the name of and under the tax identification number of any other Affiliate, and (ii) remove any existing ZBA relationship from the Services. Only the Master Customer may establish new ZBA relationships for the Affiliates and modify existing ZBA relationships.
Customer and each Affiliate hereby represent and warrant to Bank that the funds transfers effected via the Service and the commingling of funds resulting therefrom do not violate Applicable Law. In providing the Service, Bank is acting and relying upon the foregoing representations and warranties and Customer and each Affiliate agree that the Bank's reliance and actions taken based on the foregoing representations and warranties do not constitute negligence or willful misconduct.