AgdaPkt 2015-08-24 Joint SA and PAF

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TM-1440 Wire Transfer Service Description Page 1 of 5 Revised 04-30-2014 WIRE TRANSFER SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Wire Transfer service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of the Service. The Service enables Company to instruct Bank to transfer funds in accordance with Article 4A of the Uniform Commercial Code as amended from time to time (“UCC 4A”) and the rules and regulations of any funds transfer system Bank uses to effect the transfer. In this Service Description, an instruction to Bank (including any communication cancelling or amending an instruction) in Company’s name to transfer funds from Company’s account at Bank or Bank’s affiliate (each, an “Account”) is a “Payment Order” (as defined in UCC4A). Section 5 of this Service Description describes (a) the means Bank offers to Company for transmitting Payment Orders to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a “Security Procedure”). 3. Preparation of Payment Orders; Processing Schedules. Company will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank’s then current processing schedule and any instructions Company furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank’s applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank’s applicable cutoff time on Bank’s next Business Day. A “Business Day” is every day except Saturday, Sunday, and federal holidays. 6.1.D. - Page 112