1. (a) The customer is sophisticated with respect to business transactions; and

2. (b) The services are performed pursuant to a written contract between the subject institution and the customer which provides:

   1. (1) That the messenger is the agent of the customer and not of the subject institution:
   2. (2) That funds and documents delivered from the subject institution to the customer are deemed to be received by the customer when delivered by the subject institution to the messenger at an office of the subject institution; and
3. (3) That funds and documents delivered from the customer to the subject institution are not deemed to be received by the subject institution until they are delivered by the messenger to the subject institution at an office of the subject institution.

A subject institution may engage in the business of delivering funds and documents from such subject institution to customers of the subject institution and from customers of the subject institution to the subject institution, and no place at which a subject institution delivers funds or documents to a customer of such subject institution or at which a subject institution picks up funds or other documents from a customer of such subject institution for delivery to the subject institution shall on that account be deemed to be an office of the subject institution if: