I. WEB CASH MANAGEMENT SERVICES (“WCM SERVICE”) 1 ...

BANCO POPULAR DE PUERTO RICO

SPECIAL PROVISIONS FOR

COMMERCIAL SERVICES

TABLE OF CONTENTS

Special

Provisions for

Commercial

Services

Print

BANCO POPULAR

I.

WEB CASH MANAGEMENT SERVICES (¡°WCM SERVICE¡±) ..................... 1

II.

ELECTRONIC FUNDS TRANSFER THROUGH THE

AUTOMATED CLEARING HOUSE SERVICE

(¡°ACH TRANSFER SERVICE¡±) ................................................................... 2

III.

ACCOUNT RECONCILIATION SERVICE

(¡°RECONCILIATION SERVICE¡±) ................................................................ 6

IV.

LOCKBOX SERVICE ...................................................................................... 7

V.

TELEPAGO POPULAR SERVICE .............................................................. 8

VI.

COLLECTION MANAGEMENT SERVICE ................................................. 9

VII.

PAYMENT STATION SERVICE ................................................................... 11

VIII.

MULTIPAGO POPULAR SERVICE ........................................................... 12

IX.

GENERAL PROVISIONS ............................................................................ 13

COM-934A / 10-13

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This Agreement between Banco Popular de Puerto Rico (the ¡°Bank¡±) and the commercial

customer (¡°You¡± or the ¡°Commercial Customer¡±) identi?ed in the Account Opening Addendum

of the Commercial Deposit Accounts Agreement (¡°Account Agreement¡±) in effect between You

and the Bank establishes the terms and conditions through which the Bank will provide You

different Commercial Services (¡°Services¡±) that are or will be linked to the commercial accounts

(the ¡°Account¡±). To receive the Services, it is essential to maintain an Account. These special

provisions are part of, and supplement, the Account Agreement in effect between You and the

Bank. In the event, there are differences related to the Services between what is set forth in this

Contract and the provisions of the Account Agreement, what is set forth in this Contract will

prevail.

I.

5.

II.

ELECTRONIC FUNDS TRANSFER THROUGH THE AUTOMATED CLEARING HOUSE

SERVICE (¡°ACH Transfer Service¡±)

A.

WEB CASH MANAGER SERVICE (¡°WCM SERVICE¡±)

A.

B.

Terms and Conditions Applicable to the WCM Service

1.

2.

The Bank will periodically update, during bank business hours, the data in the

WCM Service that the Bank must provide. However, the Bank does not assume

responsibility for updating said data at a speci?c time during the day or subject

to a pre-established daily schedule. The Bank is not responsible for the accuracy

or updating of the data provided by other ?nancial institutions.

You will be responsible for acquiring, and providing maintenance to, a computer

terminal and Internet access through your provider to have access to the

WCM Service. You must make sure that they are totally compatible with the

speci?cations of the WCM Service regarding hardware, software and for the

transmission of data described in the Commercial Services Addendum.

3.

To access the WCM Service, the Bank will provide the user code and the password

for the exclusive access to the Service. The Bank will also provide an access token

to those employees designated to authorize ACH transactions or wire transfers.

4.

You will be responsible for notifying the Bank who should the Bank designate as

WCM Service Administrator. The Administrator will be responsible for de?ning

the accesses for the users. The Administrator (i) will make certain that only the

Company-authorized employees have access to the Service, will regularly validate

the lists of active users and will make the necessary changes when the company

makes changes in the role of its employees; (ii) will con?rm that the accounts

of users who have been dismissed, transferred or unauthorized be removed

from the system opportunely; (iii) will make certain that the functions are duly

segregated in the system to reduce the possibility of internal fraud; and (iv) will

make certain to retain the token assigned to the employee when that person is

dismissed, transferred or unauthorized by the company.

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Description of the ACH Transfer Service

The ACH Transfer Service (Automated Clearing House) is an electronic transactions

network that allows commercial customers to originate commercial transfers from their

bank accounts to thirds. These transactions between banks may be either payments

(credits) or collections (debits). You will be responsible for transactions originated by

employees who are authorized to have access to send payment instructions to the

Bank. They will be able to generate collections and payments for your commercial

account, therefore they are considered to be an authorized signature to process

electronic payment transactions from your account. The Bank will not be responsible

for validating the authority of employees authorized by you to make electronic

payment transactions from your account.

Description of the WCM Service

Service that offers access to the management of our business accounts to obtain

information about balances and transactions performed through Internet. In addition to

the WCM basic Service, the following modules are available: transfers among accounts,

stop payment orders, wire transfers, special reports, processing of ACH transactions

and balances of bank accounts maintained with other ?nancial institutions. You must

decide in the Commercial Services Addendum included herein and that is part of these

terms and conditions (¡°Commercial Services Addendum¡±), the modules You need, but

it is required You contract the basic service if You want to have access through the

WCM service to any of the additional modules.

If payment transactions are originated through Web Cash Manager¡®s ACH Module,

the Bank may freeze the funds available in your account from the date the

transaction is received until the effective date of the transaction. Therefore, you

will not have these funds available for any other purposes. This process, ensures

the funds at the time the payment transaction is processed. The Bank will reserve

the right to modify this condition from time to time by prior noti?cation.

B.

Terms and Conditions Applicable to the ACH Transfer Service

1.

You commit yourself to strictly comply with all National Automated Clearing

House Association (¡°NACHA¡±), as well as all applicable federal and local laws

that apply to all transactions made through this Service. In particular, with the

Electronic Transfer Act, Regulation E of the Federal Reserve and Chapter 47 of the

Puerto Rico Commercial Transactions Act.

2.

In addition, You commit Yourself to keep updated regarding changes in your

obligations under these rules by periodically reviewing the information published

by NACHA in its web page at and its publications, such as

the Corporate Rules.

3.

In relation to the transactions originated by the client and transmitted to the Bank

through the ACH Transfer Service, the Commercial Customer guarantees the

following to the Bank:

a.

The Commercial Customer will transmit the transactions to the Bank

according to the instructions and the format set forth in the ACH Transfer

Service Addendum, included herein and that is part of these terms and

conditions (¡°Commercial Services Addendum¡±), and within the limits set

forth in said Commercial Services Addendum. In this way, allows the bank

to originate entries on your behalf.

b.

The Commercial Customer relieves the Bank from any responsibility

regarding any omission, discrepancy or error in the customer data registry.

c.

Each person who identi?es himself as recipient of the transaction has

authorized the transaction for the amount and the effective date indicated in

the entry (the ¡°Authorization¡±). You commit Yourself to ?le the Authorization

for at least two years after the customer has revoked the authorization.

d.

The debit transaction, if approved and contracted: (a) will be for the amount

that on the settlement date is due and payable; (b) will be made as speci?ed

in the Authorization or is a correction of a previously transmitted transaction;

and (c) does not exceed any applicable limit.

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e.

The Commercial Customer guarantees that he has the Authorization from

the bene?ciary for each transaction and that it has not been revoked or

ended by your commercial customer or individual or due to a stipulation of

law, order or regulation.

f.

The Commercial Customer will provide to the Bank, when so requested,

the original or copy of the original, or recording of recipient customer

Authorization. You must deliver the Authorization within the established

time frame. For transactions among businesses and individuals, You must

deliver the Authorization within two (2) days of the request.

g.

h.

4.

5.

6.

7.

The Commercial Customer accepts the responsibility of verifying that the

Bank has received the transmission within 30 minutes of having sent it. The

Bank will not be responsible for electronic data transmissions not received.

The Commercial Customer commits himself to deliver the originated ?les at

least two days prior to the effective date on or before 4:00 p.m. Thus, the

Bank may disburse the transactions on time to the Clearing House to be

processed by other institutions.

8.

The Commercial Customer may transmit or receive through ACH certain additional

data (ACH Addenda). The Bank will convert any data provided by the Commercial

Customer, or received on his behalf, in the formats speci?ed in the rules of the

applicable payment system. The Commercial Customer admits and accepts that

there are limits regarding the amount of data that may be transmitted as ACH

Addenda.

9.

In cases of ?les or transactions erroneously originated, the Commercial Customer

may use the Reversal mechanism. This transaction may be originated, in

accordance with the rule, within the ?rst ?ve (5) days after the effective date of

the original transaction.

10. The Bank assumes no responsibility for any stipulation or use of ACH Addenda

once the Bank has transmitted it. You guarantee that all the data You provide

the Bank to be transmitted as ACH Addenda will be complete and correct and

that the intention is that it be transmitted to the third party recipient that the

Commercial Customer has designated only for internal purposes of that third

party and, to the best of his knowledge, will be thus used.

11.

The Bank will process each transaction according the account number registered

in the transaction ?le the Commercial Customer sends the Bank.

12.

The Bank will be under no obligation to process fund transfers that the Commercial

Customer transmit through the ACH Service that do not comply with NACHA

Rules and the terms and conditions of this Service Agreement, the Account

Agreement or the Commercial Services Addendum.

The Commercial Customer has no right to cancel or amend an entry once the

Bank receives it. However, if the Bank allows it and if the Commercial Customer

complies with the Bank procedures and the NACHA rules to cancel or amend

entries, the Bank will use reasonable efforts to cancel or amend it if it has not been

disbursed, but it has no obligation to do so and will not incur in any responsibility.

The Commercial Customer will pay or indemnify the Bank for any expense, loss or

damage related to the cancellation or amendment of the entry or with the efforts

to cancel or amend it. The Commercial Customer will pay or indemnify the Bank

for any expense, loss or damage related to the cancellation or amendment of the

entry or for the efforts to cancel or amend it.

13.

The Bank will notify the Commercial Customer the reception of returned

transactions, noti?cations of changes and other returns not later than one (1)

business day after receiving it, or as the NACHA Rules so require. The Bank is

under no obligation to reprocess returned transactions. The Bank will report

them through the special reports provided through Web Cash Manager. The

Bank commits itself to have the funds available to the individual customers, not

commercial, at the earliest hour on the effective date, as established by the rule.

The Commercial Customer must originate prenoti?cations before sending a

payment or collection transaction. Once the prenoti?cation is sent, he may not

send a payment or collection transaction within the ?rst six days after the due

date of the prenoti?cation. If noti?cations of change arise, the originator must

make the necessary changes before making the payment or collection instruction.

15.

The Commercial Customer will maintain at all times sufficient funds to cover the

totality of the processed transactions. The Bank is under no obligation to process

electronic transfers if there are no funds in the account. If they are processed, and

if there are not sufficient funds in the Account at due time, the account will be

overdraft and the terms and conditions of the Deposit Accounts Agreement will

apply.

The Commercial Customer admits that the Bank offered to provide information

about the available electronic services for the ACH Transfer Service. These services

provide the adequate and complete security measures, including, without being

understood as a limitation: access code for the user, access authority levels to

originate and transmit data, capacity to establish function segregation in the

Commercial Customer internal processes, unique access code for the Commercial

Customer with the Bank, process to transmit transformed data ?les, and token to

authenticate the Authorization in order to reduce the possibility of fraud in the

transmission. You will be responsible and commit Yourself to indemnify and hold

harmless the Bank for any claim, lawsuit, cost, fees, loss or expense of any nature

to which the Bank may be subjected for any claim regarding the established

commercial security procedure.

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14. The Bank may audit or request auditing evidence from the originating company

to ensure compliance with NACHA rules.

In the event of a failure or delay in the ACH system, the Bank may, at its sole

discretion, select to use any other transaction-processing method with a similar

time frame for collection and compensation.

16. The Bank may end or suspend the service at any time if it understands there is no

compliance with ACH network rules established by the National Clearing House

Association (NACHA).

17.

You admit and express that You have been provided orientation by the Bank

regarding your obligations under the rules of the International ACH Transactions

(¡°IAT¡±) issued by NACHA in conformity with the Office of Foreign Assets Control

(¡°OFAC¡±) guidelines.

18. The Company will be responsible for any earning or loss and the risks associated

with changes in foreign currency related to the payments processed through IAT.

19. The company commits itself to indemnify and hold harmless the Bank for any

responsibility regarding any ?ne or penalty that may be imposed to the Bank as

a result of, or in relation with, the non-compliance by the enterprise of any law or

regulation applicable by NACHA.

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20. You admit and express that the Bank has provided You orientation in relation with

the risk associated with this service. Thus, during the interview process a service

addendum will be completed providing details of the limits to be established

regarding risk. Three limits will be de?ned. Two of them are operational, and the

third regards risk. The operational limits are maximum currency limits per ?le. The

next one is the maximum currency limit per day and both by type of payment.

The third is the risk limit through different days. This last one is established during

the interview process and requires approval. During the approval process, it may

change depending on the risk.

21.

Description of the Reconciliation Service

Through the Reconciliation Service, the Bank will be able to provide any of the following

Services:

Consolidated Reconciliation

The Bank provides matching reports of data regarding checks originated with the data

from paid checks re?ected in the statement cycle. You must provide the detail of the

checks issued for the period. We provide a report with the data in ascending order by

check number, issue date, amount and date the check was paid.

Partial Reconciliation

The Bank provides reports of checks paid in a list in ascending order by check number,

amount and payment date.

PPD- Credits ¨C Document signed by the individual

Deposit Reconciliation

PPD- Debits ¨C Document signed by the individual

CCD- Debits ¨C Document signed by the company

The deposit reconciliation provides data of all the deposits by locality, amount and

date, in addition to other debits and credits. You must request deposit slips identi?ed

by a speci?c code for each unit or salesperson in conformity with your needs and

speci?cations.

WEB- Debits ¨C Authorized through Internet (Checkout)

Check Management / Simple Check

TEL- Debits ¨C Authorized through the telephone (Call Center Pay)

The Bank will produce, at the monthly statement cutoff date of your Account, a CD

ROM with the images of the paid checks (front and back) as well as of the deposit slips

that include checks processed during the monthly cycle corresponding to that account

statement.

CCD- Credits ¨C Document signed by the company

Fee Reversal and Rejected Transactions

The Commercial Customer agrees to allow the Bank to debit the Deposit Account

for fee reversal or rejected transactions that may occur for any valid reason under

Regulation E of the Federal Reserve and/or NACHA Rules as applicable and as

they may be amended or substituted. The valid reasons include, but are not limited

to: insufficient funds, closed account, inexistent account, account not found, invalid

account number, stop payment, uncollected funds, claim by client for unauthorized

transaction, branch sold to another ?nancial institution, deceased customer, account

does not allow transactions, duplicate entry, or unauthorized transaction.

The Commercial Customer may originate reverse transactions, only and exclusively of

transactions previously originated. The customer may only originate these transactions

within the ?rst ?ve (5) days after the due date of the original transaction.

The Commercial Customer will receive a rejected transactions report on a daily basis.

You expressly admit that non-compliance with these rules may result in the imposition

of considerable ?nes. You commit Yourself to indemnify and hold harmless the Bank

for any responsibility regarding any ?ne or penalty that may be imposed to the Bank as

a result of, or in relation with, non- compliance on the part of the Commercial Customer

of his obligations under NACHA rules.

D.

A.

According to NACHA, ACH transactions are codi?ed according to the method

used to obtain the authorization to credit or debit a business or individual

account. This is known as standard entry class. The following table provides a

list of these codes that may be originated through different mechanisms. You,

together with your relationship officer, must select the authorized codes in the

Service Addendum.

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C.

III. ACCOUNT RECONCILIATION SERVICE (¡°Reconciliation Service¡±)

Positive Pay

The Bank will process your issued check ?les delivered by the Commercial Customer

before 4:00 p.m. each banking business day, effective the next business day. The Bank

will verify the checks presented for payment after the effective date of processing of

your issued checks ?le.

B.

Terms and Conditions Applicable to the Reconciliation Service

1.

The Bank will require that you prepare a data ?le with the information of issued

checks. You will submit to the Bank the data ?le in accordance with the Bank¡¯s

instructions and speci?cations.

a.

In relation with the data in the issued checks, You guarantee the Bank, the

following:

i.

Each registry will be made in due time and in conformity with the issue

of the check.

ii.

The data ?les will be sent on the dates, time and through the method

established by the Bank.

iii.

The Bank will produce and will send you the reports (Exceptions

Report) of the items identi?ed for reasons such as duplicated payment,

amount of the payment differs from the issued amount, serial number

in zero and lack of issue, in conformity with the transmission or delivery

and frequency stipulated between the Bank and Commercial Customer.

Alternative Process

Refresh Process ¨C Occasionally, because of internal situations of the customer, if a

payment instruction to the Bank does not arrive timely, the Bank, at the request of

the customer, may perform this internal process to make the funds available to the

employees. This charge is broken down in Addendum I and is charged per occurrence.

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2.

The Bank will include the electronic report with all the transactions processed

during the monthly cycle corresponding to the Account Statement. You will be

able to electronically access the bank report. This report that the Bank provides

electronically is an informative document and does not substitute the periodic

Account Statement of the Account the Bank sends You.

3.

You will review the Exceptions Report and will provide the Bank the instructions

to return a check or item within the service time frame established by the Bank.

The transmission of the notice of your instructions to return a check or item will

be made on the dates and business hours established by the Bank in the Account

Reconciliation Service calendar.

4.

The Bank will pay or return every check or item included in the Exceptions Report

in accordance with your instructions within the service time frame established by

the Bank:

a.

If You selected the option to return every check or item included in the

Exceptions Report (Default Return), the Bank WILL NOT pay (return) the

check to the issuing bank unless You instructed the Bank to pay the check.

b.

If You selected the option to pay every check or item included in the

Exceptions Report (Default Pay), the Bank will pay the check, unless You

instructed the Bank to return the check.

IV. LOCKBOX SERVICE

A.

The Commercial Customer authorizes the Bank to endorse, on behalf of the

Commercial Customer, but without recourse to the Bank, all the items cleared by

any person to the order of the Commercial Customer and that are received in the

Lockbox.

8.

The Bank shall endorse all items duly cleared to the order of the Commercial

Customer and shall deposit them to the account indicated in the Lockbox Service

Addendum, included herein and that is part of these terms and conditions

(¡°Lockbox Service Addendum¡±), the same day they are received, subject to the

provisions regarding the availability of funds on the Deposit Account Agreement.

9.

The Bank shall send to the Commercial Customer the following reports or

documents:

The Bank will rent from the USPS a post office box on behalf of the Commercial

Customer to receive payments through the Lockbox Service. The Bank will debit

annually from the Commercial Customer?s Account the rent payment. Said

payment may vary in conformity with USPS policies. Rent renewal is automatic.

2.

The Commercial Customer authorizes the Bank to serve as its agent for unlimited

and exclusive access to the Lockbox to pick up the mail deposited in it.

3.

The Bank will pick up all the mail addressed to the Lockbox according to the

regular pick up schedule established by the Bank¡¯s Mail Processing Department.

4.

The Commercial Customer shall provide its customers a notice with the Lockbox

address, or shall instruct its customers to send their payments to that address. In

addition, You shall provide Your customers a payment coupon that contains the

payment information in an Optical Character Recognition (OCR) reading line and

that the account number contains a check digit validation.

5.

The Bank may receive bill payments in money orders or checks issued to the

order of the Commercial Customer, but will not process cash payments. The Bank

shall process full or partial payments of bills without determining whether the bill

is overdue or past due.

6.

In the event cash or checks issued to the order of any person other than the

Commercial Customer is received in the Lockbox, the Bank will return such

payment to the Commercial Customer without processing it.

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All the items received the Bank determines are not duly issued to be

deposited in the Account.

b.

Instruments payable to other people, corporations, partnerships or

businesses, whether or not endorsed to the Commercial Customer.

c.

Any correspondence received together with the checks.

d.

Any item the Bank determines, at its sole discretion, needs the special

attention of the Commercial Customer.

11.

The Commercial Customer is committed to notify the Bank thirty (30) days prior

about any change in its payment coupons or bills. It shall detail in writing what

speci?cally is being changed and must provide all the related documentation, in

addition to 100 coupons or bills for the related test runs. The Bank shall evaluate

and will provide the Commercial Customer a price quote for the changes for

approval.

12.

If contracted in the Service Addendum, the Bank shall have available on a daily

basis the processed payments ?le, and the Commercial Customer shall be

responsible for picking it up. The Bank shall maintain the ?les available for a

period of seven (7) business days.

Terms and Conditions Applicable to the Lockbox Service

1.

a.

10. The Bank shall remit to the Commercial Customer the payment data processed or

their images, as set forth in the Lockbox Service Addendum, the data pertaining

to the bills received and processed by the Bank, and the reports, in accordance

with the delivery method selected by the Company in the Lockbox Service

Addendum.

Description of the Lockbox Service

Through the Lockbox Service, You authorize the Bank to rent, on Your behalf, a post

office box of the U.S. Postal Service (¡°USPS¡±) to be used as Your post office box to

receive payments.

B.

7.

V.

TELEPAGO POPULAR SERVICE

A.

Description of the TelePago Popular Service (¡°TelePago Service¡±)

Through the TelePago Service, You can offer Your customers the convenience of

making payments by means of the telephone or Internet using the Bank¡¯s electronic

payment processing service, known as TelePago Popular. Payments are consolidated

on a daily basis, and a detail of them is provided through a special report in our Web

Cash Manager system (if You have contracted with the Bank this Web Cash Manager

Service) or an electronic ?le is provided so You may update your accounts receivable.

B.

Terms and Conditions Applicable to the TelePago Service

1.

The Bank will debit the deposit account of Your customer at the Bank, in

conformity with the electronic, verbal or written instructions of that customer

for the processing of the bills paid to the Commercial Customer. The Bank will

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