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FEDERAL RESERVE BANK OF NEW YORK [ Circular No. 10804 October 3, 1995 “I FEDWIRE THIRD PARTY ACCESS POLICY Revision of Appendix C to Operating Circular No. 8 To All Depository Institutions in the Second Federal Reserve District, and Others Concerned: T h e Board o f G overnors o f the Federal R eserv e System has amended its Fedw ire third party access policy, effectiv e August 10, 1995 (see our C ircular No. 1 0 8 0 2 , dated Septem ber 6, 1995). Existing third party access arrangem ents must com ply with the revised policy by M arch 1, 1996. T h e Federal R eserve B ank o f New York has revised Appendix C to its Operating C ircular No. 8, “Funds Transfers Through Fedw ire,” to reflect the changes to the third party access policy. T h e Appendix, w hich is enclosed, is effectiv e im m ediately. P lease note that the model board o f director resolutions attached to the Appendix as Exhibits 2-4 do not need to be submitted to this B an k in order for us to approve a third party access arrangem ent. T h e E xh ibits have been included in the Appendix m erely as exam ples o f what satisfies the requirem ent for board o f director approval in the third party access policy. I f you have any questions concerning third party access arrangem ents, please contact Andrew Heikaus, A ssistant V ice President, E lectro n ic Paym ents (Tel. No. 2 1 2 -7 2 0 -5 5 6 1 ), or Richard J. G elson, V ice President, A ccounting (Tel. No. 2 1 2 -7 2 0 -7 7 6 6 ). T h e revised A ppendix supersedes Appendix C , revised Jun e 2 9 , 1988, to Operating C ircular No. 8. W il l ia m J. M c D onough, President. F ed e r a l R eserve B a n k of N ew Y o r k Appendix C to Operating Circular No. 8 Revised October 3, 1995 W IR E T R A N SFER S O F FUNDS AND/OR BO O K -EN TR Y SE C U R IT IE S Fedwire Third Party Access Arrangements To All Depository Institutions in the Second Federal Reserve District, and Others Concerned: Statement of A greement 1. This Appendix C to Operating Circular No. 8 (Funds Transfers Through Fedwire) establishes the terms of the agreement under which a depository institution (Participant) holding an Account with the Federal Reserve Bank o f New York (Reserve Bank) may designate a Service Provider (and Pass-Through Service Provider, if applicable, collectively referred to as Service Provider) to perform one or more of the following functions: origina tion, transmission and receipt o f a Funds Transfer, to or from the Participant’s Account, and/or a Securities Transfer to or from the Participant’s Securities Account. A debit/credit related to the Transfer is posted to the Account and/or Securities Account as the case may be. A Participant or Service Pro vider engaged in activities covered by this Appendix shall comply with the Policy Statement on Payments System Risk o f the Board o f Governors of the Federal Reserve System (Board). D efinitions 2. As used in this Appendix, unless the context requires otherwise: a) Account means the reserve and/or clearing account maintained by the Participant at the Reserve Bank. b) Affiliated means that (i) at least eighty (80) percent o f the voting stock of both the Participant and its Service Provider are commonly owned, or, (ii) either the Participant or its Service Provider owns at least eighty (80) percent of the voting stock of the other. c) Credit Limit means (i) an individual customer transfer limit estab lished for a customer by the Participant; and/or (ii) a transfer limit established by the Participant for the Participant’s own Transfers (“bank-to-bank” Transfers). [Enc. Cir. No. 10804] d) Fedwire is the system operated by the 12 Federal Reserve Banks for the electronic transfer of funds and book-entry securities. e) Funds Transfer(s) means a payment order or non-value message originated or received over Fedwire. f) Gateway is an electronic connection used to access electronic ser vices in multiple Federal Reserve districts using one physical connection. g) Gateway Reserve Bank is the Reserve Bank that maintains the phys ical Gateway connection with the Service Provider. h) Securities Account means a book-entry securities account main tained by the Participant at a Reserve Bank. i) Securities Transfer means a transfer of book-entry securities over Fedwire. j) Settling Reserve Bank, for purposes of a Gateway arrangement, is the Federal Reserve Bank at which the Participant maintains the Account and Securities Account. k) Transfer means a Funds Transfer or a Securities Transfer. G eneral 3. The Participant shall provide to its Reserve Bank a Letter of Author ization containing the information described in Exhibit 1 to this Appendix before participating in a third party access arrangement covered by this Appendix. 4. The Participant may authorize a Service Provider to act as the Partic ipant’s agent for initiating, transmitting and/or receiving a Funds Transfer where the Participant is the transferor or transferee. Any such Funds Transfer sent by the Service Provider is an authentic and fully authorized Funds Trans fer as if it were sent in writing and signed by a duly authorized officer of the Participant. Notwithstanding the operational routing o f any such Funds Trans fer through the Service Provider, the Reserve Bank will make any debit or credit entry relating to the Funds Transfer to the Account. Fedwire Funds Transfers are subject to the requirements of the Board’s Regulation J (12 CFR Part 210, Subpart B), and the Reserve Bank’s Operating Circular No. 8 (Funds Transfers Through Fedwire) and Operating Circular No. 5 (Electronic Access). Terms defined in Subpart B of Regulation J have the same meaning when used in this Appendix. 5. The Participant may also authorize the Service Provider to act as the Participant’s agent for initiating, transmitting and/or receiving a Securities Transfer to or from the Securities Account, if the requirements of this Appen dix have been complied with. Any debit or credit with respect to a Securities Transfer will be made to the Account. Any securities transferred from or received for the Participant will be debited or credited, as the case may be, to the Securities Account. The provisions of Operating Circular No. 21 (BookEntry Securities Account Maintenance and Transfer Services) apply to Secu rities Transfer third party access arrangements. 6. The Participant may not enter into a third party access arrangement involving a Service Provider, including a foreign office o f the Participant, that 2 is located outside the United States (“Foreign Service Provider”). Any arrangement established prior to August 10, 1995 involving a Foreign Service Provider must be reported promptly to the Participant’s Reserve Bank. Responsibilities of the Participant 7. The Participant shall ensure that the Service Provider complies with the provisions o f this Appendix and any other relevant operating circular(s) of the Reserve Bank as well as any policy or regulation of the Board with respect to the wire transfer of funds, book-entry securities, electronic access and payments system risk. However, the use of a third party access arrange ment, and the provision of these services by the Service Provider to the Par ticipant, shall in no way affect or diminish any obligation or duty o f the Par ticipant to the Reserve Bank. 8. The Participant shall retain full responsibility for management of its Account with respect to both its intraday and overnight positions. Any over draft incurred is a binding obligation of the Participant to the Reserve Bank. The Participant shall timely monitor during the business day, funds and/or securities transfer activity handled for it by a Service Provider. 9. The Participant shall maintain an adequate audit program to review any third party access arrangement at least annually. The audit program should include a review of and determination that the transactions handled by a Service Provider meet the requirements set forth in this Appendix. 10. The Participant shall maintain adequate back-up facilities and proce dures to process Transfers in case o f an operating outage or other development affecting the adequacy of the service. The contingency back-up requirement can be met through back-up procedures and facilities provided either by the Service Provider or the Participant. The Participant is not relieved of this responsibility because it contracts with a Service Provider. 11. If the Service Provider is not Affiliated with the Participant, the Par ticipant must be able to process Transfers if the Participant is unable to con tinue operating under the third party access arrangement (for example, if the Reserve Bank or the Participant’s primary supervisor terminates the third party access arrangement). This back-up requirement can be satisfied by (a) retaining the capability to perform the functions internally that have been del egated to the Service Provider; (b) making arrangements with an alternate Ser vice Provider to take over these functions in the event that the arrangement must be terminated; or (c) by another means acceptable to the Reserve Bank. 12. If a back-up arrangement involves a substitute Service Provider, that substitute Service Provider must have agreed to the terms o f this Appendix. A pproval of Individual Transfers / C redit L imits 13. A Transfer sent by the Service Provider on behalf of the Participant shall either (a) be individually authorized and approved by the Participant, or (b) be sent by the Service Provider against a Credit Limit that has been approved by the Participant and communicated to the Service Provider. The 3 Participant shall periodically review the appropriateness of the established Credit Limits. 14. Where the Participant uses a Service Provider but does not individu ally authorize and approve each Transfer, the Service Provider must have pro cedures in place and the operational capability to ensure that a Funds Transfer that would exceed the established Credit Limit is not permitted without first obtaining the Participant’s specific authorization. In the case o f a Securities Transfer, the Service Provider must have the operational capability and proce dures in place to reverse an incoming Securities Transfer that exceeds an established Credit Limit, unless the Service Provider notifies the Participant of the incoming Securities Transfer and the Participant expressly directs the Service Provider not to reverse the Securities Transfer. Authorization for T hird Party A ccess A rrangement 15. The Participant’s board o f directors shall authorize the role and responsibilities of an unaffiliated Service Provider, (see Exhibit 2 to this Appendix for an acceptable model). In third party access arrangements using Credit Limits, the Participant’s board of directors shall approve (a) the intraday overdraft limit for the activity to be processed by the Service Pro vider (see Exhibit 3 to this Appendix for an acceptable model), and (b) the Credit Limits for any inter-affiliate funds transfer (see Exhibit 4 to this Appendix for an acceptable model). 16. If the Participant is a U.S. branch o f a foreign bank whose board of directors has a more limited role in the bank’s management than a U.S. board, the role and responsibilities o f the Service Provider should be reviewed by senior management at the foreign bank’s head office that exercises authority over the foreign bank equivalent to the authority exercised by a board o f direc tors over a U.S. depository institution. Senior management o f the head office should make the approvals required by paragraph 15. 17. The third party access arrangement must be consistent with the prin ciples of corporate separateness and must not violate any state or federal law restrictions on branching. G ateway A rrangement 18. In any Gateway arrangement, the Gateway Reserve Bank shall estab lish procedures for maintenance of the Gateway connection. The Gateway Reserve Bank’s procedures shall be provided to each Service Provider and Participant using the Gateway arrangement. The Service Provider shall com ply with the Gateway Reserve Bank’s procedures governing maintenance of the Gateway connection. The Participant and Service Provider shall comply with the Settling Reserve Bank’s requirements related to any other matters involving the third party access arrangement. 19. The law of the state in which the Settling Reserve Bank is located shall apply to a Gateway arrangement. 4 Miscellaneous P rovisions 20. The Service Provider must demonstrate the capability to separate Transfers sent or received by the Service Provider as a Participant’s agent from other Transfers sent or received by the Service Provider for itself or for any other Participant. 21. The initiation, transmission or receipt o f a Transfer by the Service Provider constitutes the initiation, transmission or receipt of the Transfer by the Participant for purposes of authorizing the Reserve Bank to debit or credit the Account or Securities Account, as the case may be. 22. A Service Provider participating in an arrangement subject to this Appendix shall be subject to examination by the appropriate federal deposi tory institution regulatory agency(ies). 23. If the Participant and the Service Provider are not affiliates, the Par ticipant and the Service Provider each warrant that the Service Provider is (i) a depository institution, or (ii) an independent company subject to examina tion pursuant to the Bank Service Corporation Act (12 U .S.C. § 1876), by vir tue of providing bank services. 24. The Participant shall obtain and submit to the Reserve Bank upon request a written affirmation from its primary supervisor(s) that the supervi so rs) does not object to the third party access arrangement. 25. A Service Provider, whether or not Affiliated with the Participant, shall: (a) initiate, transmit and receive a Transfer without altering the terms of the Transfer unless the alteration was previously approved by the Participant; (b) verify the completeness and acceptability o f each Transfer instruction; and (c) initiate or input and release each Transfer instruction as directed by the Participant. Indemnification 26. The Participant and the Service Provider shall defend, indemnify, and hold this Bank harmless against any claim, loss, cost or expense, including, but not limited to, attorneys’ fees and expenses o f litigation, resulting from the third party access arrangement or the acts or omissions of either the Partici pant or the Service Provider or their agents except, however, for any claim, loss, cost or expense arising solely out of the Reserve Bank’s failure to exer cise ordinary care. Termination 27. The Service Provider may terminate its participation in a third party access arrangement by giving thirty (30) days’ prior written notice to the Reserve Bank and the other party(ies). The Participant may terminate its par ticipation in a third party access arrangement at any time provided that the Participant has an alternative processing arrangement in place and prior writ ten notice is given to the Reserve Bank and the other party(ies). The Reserve Bank reserves the right, without prior notice, to terminate any arrangement covered by this Appendix. 5 G overning Law 28. Except as otherwise provided in paragraph 19 relating to a Gateway arrangement, the terms o f this Appendix shall be construed according to and governed by federal law, and the law of the state of New York, to the extent such law is not inconsistent with federal law. 29. The provisions of this Appendix are binding on the legal representa tives, successors and assigns of the parties to a third party access arrangement. A mendment 30. The Reserve Bank reserves the right to amend the provisions of this Appendix at any time without notice. However, the Reserve Bank will attempt to give at least thirty (30) calendar days’ prior notice of any amendment. Effect of this A ppendix on P revious A ppendix 31. This Appendix supersedes Appendix C, revised June 29, 1988, to Operating Circular No. 8. W illiam J. M c Donough , President. 6 EXHIBIT 1 LETTER OF AUTHORIZATION1 Federal Reserve Bank of New York 33 Liberty Street New York, NY 10045 Attention: Manager, [F u n d s T ra n sfer D ep a rtm en t a n d /o r S ecu rities T ra n sfer D ep a rtm en t] We agree to the terms contained in Appendix C to your Operating Circular No. 8, and have complied with all o f its prerequisites to establish a third party access arrangement with respect to [w ire tra n sfers o f fu n d s a n d /o r book-entry s e c u ritie s t r a n s fe rs ]. The third party access arrangement is more fully described as follows: [d escrib e how transfers will b e h a n d led f o r the P a rtic ipant by ea ch S erv ice Provider, including p ro c e d u r e s to e n s u re that a S erv ice P ro v id er ca nnot p erm it o r initiate a tra n sfer that w ould e x c e e d an individual cu sto m er cred it limit without fir s t obtaining the P a rticip a n t’s p erm issio n ; a descrip tio n o f the S erv ice P ro v id e r’s o perational capability to e n su re that the a g g re g a t e tra n sfer activity o f the P articipant d o es not result in a daylight ov erd raft o v er the P a rticip a n t’s c a p ; p ro c e d u r e s a n d b a ck -u p fa cilities a d e quate to c o v e r equ ip m ent fa ilu re o r term ination o f the S e rv ic e P ro v id er a rra n g e m e n t; a n d p ro c e d u r e s by w hich the P a rticipant will m o n ito r transfers b e in g m ade on its b eh a lf .] [Insert, as applicable, n a m e o f S erv ice P ro v id er a n d Substitute o r P a ss th ro u gh S erv ice P ro v id er ], the Service Provider(s), [is(a re)/is n o t(a re not) an affiliate o f this depository institution, as d efin ed in A p p en d ix C to O perating C irc u la r No. 5].2 [I f the S erv ice P ro v id er(s) is(a re) not affiliated with the P a rticip a n t note the d a te on w hich the P a rtic ip a n t’s b o a rd o f d irecto rs a p p ro v ed the role a n d responsibilities o f the S e rv ic e P ro v id e r with resp ect to this third p arty a c c e s s a rra n g e m e n t .] [I f the third party a c c e s s a rra n g e m en t involves the use o f cred it limits, note the date on w hich the P a rticip a n t’s b o a rd o f d irecto rs a p p ro v ed the cred it lim it(s).] The Service Provider(s) shall act as the Participant’s agent(s) for the pur pose of initiating, transmitting and receiving transfers where the Participant is the transferor or transferee. Any such transfer constitutes an authentic and fully authorized transfer as if it were sent in a writing signed by a duly author ized officer of the Participant. This third party access arrangement will allow [Name o f Participant] to comply with all applicable state and federal laws and regulations governing it, including, retaining and making accessible records in accordance with the regulations adopted under the Bank Secrecy Act. 1 To be typed on the letterhead of the depository institution holding the Account. 3 Include here information concerning whether each Service Provider is or is not an affiliate of the Institution. 7 This third party access arrangement is consistent with the principles of cor porate separateness and does not violate any state or federal law restrictions on branching. The Service Provider(s) may terminate the Agreement by written or tele graphic notice to the Participant and to the Manager o f your Funds Transfer Department and/or your Securities Transfer Department if book-entry securi ties transfers are conducted under this arrangement, which notice shall be effective thirty (30) days after receipt. The Participant may terminate the Agreement at any time by written or telegraphic notice to the Service Pro viders) and to the Manager o f your Funds Transfer Department and/or your Securities Transfer Department if book-entry securities transfers are con ducted under this arrangement, which notice shall be effective as soon as an alternate processing arrangement is in place. [N am e o f P a rticip a n t] [N am e o f S e rv ic e P ro v id er ] B Y :_____________________________ T IT L E :__________________________ D A T E :__________________________ B Y :_____________________________ T IT L E :__________________________ D A T E :__________________________ [N am e o f P a ss-T h ro u gh S e rv ic e [N am e o f Substitute S erv ice P ro v id er ]3 P ro v id e r ]3 B Y :__________________________ T IT L E :_______________________ D A T E :_______________________ B Y :______________________ T IT L E :___________________ D A T E :___________________ 3 Only include these signature lines if applicable. 8 E X H IB IT 24 M O D E L R E S O L U T IO N A U T H O R IZ IN G O P E R A T IO N A L R E L O C A T IO N O F W IR E T R A N S F E R O F F U N D S A N D /O R B O O K -E N T R Y S E C U R IT IE S A C T IV IT Y T O A S E R V IC E P R O V ID E R I hereby certify that the following resolutions were duly adopted at a meeting o f the [Type o f g o v e rn in g body, e .g ., b o a rd o f d irecto rs] of the [O ffi cia l n a m e o f institution], the (Participant), duly authorized and existing under the laws o f ________________ , which meeting was duly called and held on the __day o f __________, 19__ , at which meeting a quorum was present, and that these resolutions are now in full force and effect and are not in conflict with any provisions in the certificate o f incorporation or bylaws o f the Participant, or with applicable law. 1. RESOLVED, that [Insert the title o f autho rized o fficers] of the Partici pant, and their successors in office, be, and any [In sert a p p ro p ria te n u m b er] o f them, is/are authorized to enter into an arrangement with [In sert nam e o f s e rv ice p ro v id e r a n d p a ss-th ro u gh s e rv ice pro v ider, as a p p lica ble] (Service Provider(s)) and the Federal Reserve Bank o f __________________ (Reserve Bank), by which the Service Provider(s) may on behalf of the Participant to [o rigin a te a n d /o r receiv e a fu n d s tra n sfer fr o m o r to the P a rticip a n t’s reserv e a n d /o r c le a rin g a cco u n t] and/or [o rd e r the tra n sfer o f book-entry secu rities h e ld in the P a rticip a n t’s book-entry secu rities accounts, a n d /o r a c c e p t deliv ery o f boo k -en try s e c u ritie s into the P a rtic ip a n t’s boo k -en try secu rities a cco u n ts.] 2. RESOLVED, that the Participant shall defend, indemnify and hold the Reserve Bank harmless from any claim, loss, or expense sustained (including, but not limited to, attorney’s fees and litigation costs) arising out o f or result ing from the Reserve Bank’s handling of funds and/or securities transfers under the arrangement, other than loss or expense caused solely by the failure o f the Reserve Bank to exercise ordinary care. 3. RESOLVED, that the Reserve Bank is authorized to debit/credit the Par ticipant’s reserve and/or clearing account at the Reserve Bank according to instructions received from the Service Provider(s) even if a debit associated with a transfer o f [funds o r b ook-entry secu rities] results in an overdraft in the Participant’s reserve and/or clearing account. Should any debit to the Partic ipant’s reserve and/or clearing account result in an overdraft, the Participant is hereby authorized to incur the indebtedness and shall be indebted to the Reserve Bank for the overdraft. 4. RESOLVED, that as a part of the arrangement, the Service Provider(s) must agree that [it (they) will not s e n d to the R eserv e B a n k any tra n sfer o f fu n d s o r book-entry secu rities that has not b een individually a uthorized a n d a p p ro v ed by the P articipant] or [it (they) will not s en d to the R eserv e Bank 4 For use only in an unaffiliated Service Provider third party access agreement. 9 any tra n sfer that w ould e x c e e d the limits ado p ted by the P articipant fr o m time to time a n d com m u n ica ted to the S erv ice P r o v id e r s )].5 5. RESOLVED, that these resolutions and all of the powers and authoriza tions hereby granted or confirmed shall continue in full force and effect until written notice of their revocation shall have been given to and received by the Reserve Bank. IN W ITNESS WHEREOF, I have hereunder subscribed my name. D A T E D :___________________________ , 19_________________________________ [Signature of certifying official] [Name and Title]6 5 The limits referred to include the sender net debit cap and specific limits on transfers to affil iates, and the specific customer credit limits. The sender net debit caps and limits on transfers to affiliates must be approved by the board of directors in other resolutions. The customer credit limits may be adopted by the board or may be established under the Institution’s ordinary pro cedures for establishing credit limits. 6 Cashier/Comptroller / Secretary. 10 EXHIBIT 3a7 MODEL RESOLUTION — DE MINIMIS CAP The following resolutions were duly adopted at a meeting o f the [Type o f g o v e rn in g body, e.g ., b o a rd o f d irecto rs o r trustees] o f the [O fficial na m e o f p a rticip a n t ], the (“Participant”), duly authorized and existing under the laws o f ___________________, which meeting was held on the _______ day of ______________, 19__ , and that these resolutions are now in full force and effect and are not in conflict with any provisions in the certificate o f incorpo ration or bylaws of the Participant, or with applicable law. W HEREAS, the Board o f Governors o f the Federal Reserve System has announced a policy of reducing risks on payment systems that requires each depository institution that incurs daylight overdrafts in its Federal Reserve account to adopt a net debit cap category; and W HEREAS, this Participant desires to comply with the Federal Reserve’s policy; and, W HEREAS, the board of directors met today and considered the report sub mitted by management that addresses how the Participant plans to comply with the Federal Reserve’s policy and makes recommendations regarding a net debit cap category. NOW, TH EREFO RE, be it resolved that the board of directors adopts the d e m inim is cap as its net debit cap category. RESOLVED, that these resolutions and all o f the powers and authorizations hereby granted or confirmed shall continue in full force and effect until writ ten notice of their revocation shall have been given to and received by the Reserve Bank or for one year, whichever occurs earlier. IN W ITN ESS WHEREOF, I have hereunder subscribed my name. D A T E D :___________________________ , 19________________________________ [Signature o f certifying official] [Name and Title] Only required for third party access arrangements using Credit Limits. 11 EXHIBIT 3b8 MODEL RESOLUTION — SELF-ASSESSMENT CAP The following resolutions were duly adopted at a meeting of the [Type o f g o v e rn in g body, e .g ., b o a rd o f d irecto rs o r trustees ] of the [O fficial n a m e o f p a rticip a n t ], the (“Participant”), duly authorized and existing under the laws o f ___________________, which meeting was held on the _______ day o f ______________, 19__ , and that these resolutions are now in full force and effect and are not in conflict with any provisions in the certificate of incorpo ration or bylaws of the Participant, or with applicable law. W HEREAS, the Board o f Governors o f the Federal Reserve System has announced a policy of reducing risks on payment systems that requires each depository institution that incurs daylight overdrafts in its Federal Reserve account to adopt a net debit cap category; and, W HEREAS, this Participant desires to comply with the Federal Reserve’s policy; and, W HEREAS, the board o f directors has this day met and considered the report submitted by management that assesses the Participant’s creditworthiness; intraday funds management and controls; customer credit policies and controls; operating controls and contingency procedures; and, credit policies and procedures according to the Federal Reserve’s guidelines and that makes recommendations regarding self-assessment ratings, an overall self-assessment, and a net debit cap category. NOW, TH EREFORE, be it resolved that the board of directors adopts the following self-assessment ratings: Creditworthiness ___________ Intraday funds management and control ___________ Operating controls and contingency procedures ___________ Customer credit policies and controls ___________ Overall assessment ___________ and adopts a daylight overdraft cap category of (H ig h , A b o v e A v era g e, A v era g e). RESOLVED, that these resolutions and all of the powers and authorizations hereby granted or confirmed shall continue in full force and effect until writ ten notice of their revocation shall have been given to and received by the Reserve Bank or for one year, whichever occurs earlier. IN W ITN ESS WHEREOF, I have hereunder subscribed my name. D A T E D :___________________________ , 19________________________________ [Signature of certifying official] [Name and Title] 8 Only required for third party access arrangements using Credit Limits. 12 ** EXHIBIT 4 MODEL RESOLUTION — INTER-AFFILIATE TRANSFERS The following resolutions were duly adopted at a meeting o f the [Type o f g o v ern in g body, e .g ., b o a rd o f d irecto rs o r trustees ] of the [O fficial nam e o f p a rticip a n t ], the (“Participant”), duly authorized and existing under the laws o f ___________________, which meeting was held on the _______ day of ______________, 19__ , and that these resolutions are now in full force and effect and are not in conflict with any provisions in the certificate of incorpo ration or bylaws of the Participant, or with applicable law. RESOLVED, that whenever, during the business day o f the Federal Reserve Bank o f __________________ (Reserve Bank), the Participant fails to maintain a balance of funds in its account at the Reserve Bank sufficient to cover the amounts of funds transfers, or other debits charged to that deposit account, the Participant shall be indebted to the Reserve Bank to the extent that the balance o f such account is negative, and that the Participant is hereby authorized to incur such indebtedness. RESOLVED, that the Participant is authorized to extend credit during the day to [Insert nam e o f affiliate] by transferring to [Insert nam e o f affiliate]' s account at the Reserve Bank. The aggregate amount of the credit that may be extended to [Insert nam e o f A ffiliate] on any day shall not exceed an amount equal to the entire balance of funds in the Participant’s account at the Reserve Bank, plus an amount that is not greater than the Participant’s net debit cap adopted by the Participant and approved by the Reserve Bank under the policy regarding risks on payment systems adopted by the Board of Governors of the Federal Reserve System, and reduced by the amount of any outstanding indebtedness of the Participant to the Reserve Bank. RESOLVED, that these resolutions and all o f the powers and authorizations hereby granted or confirmed shall continue in full force and effect until writ ten notice o f their revocation shall have been given to and received by the Reserve Bank, or for one year, whichever occurs earlier. IN W ITN ESS WHEREOF, I have hereunder subscribed my name. [Signature of certifying official] [Name and Title] 9 Only required for third party access arrangements using Credit Limits. 1 3
@FedFRASER