AgdaPkt 2015-08-24 Joint SA and PAF

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TM-1440 Wire Transfer Service Description Page 4 of 5 Revised 04-30-2014 5.5. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Acceptance. 6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of Company at Bank or an affiliate) even if a debit results in an overdraft on the execution date (as defined in UCC4A). Company will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 7. Company’s Duty to Report Erroneous or Unauthorized Tranfer Instructions. Company will exercise ordinary care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding fourteen (14) days after Company receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Company will be liable to Bank for the loss Bank incurs as a result of Company’s failure to act in accordance with this section. 8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for a rejected Payment Order or any loss resulting from Bank’s failure to provide notice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Company, except Bank may, at Company’s request, make an effort to effect such cancellation, amendment or reversal without incuring any liability for its failure or inability to do so. 10. International Wire Transfers. A Payment Order expressed in U.S. Dollars will be sent in U.S. Dollars. Company may request that prior to executing a Payment Order, Bank convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”) at Bank’s sell rate for exchange in effect on the date Bank executes the Payment Order. If the financial institution designated to receive the funds does not pay the beneficiary specified in a Payment Order payable in Foreign Currency and the funds are returned to Bank, Bank will not be liable for a sum in excess of the value of the funds after they have been converted from Foreign Currency to U.S. Dollars at Bank’s buy rate for exchange at the time the cancellation of the Payment Order is confirmed by Bank. Bank will not be liable for any failure or delay by any financial institution or other third party in the designated foreign country in executing or failing to execute any Payment Order Bank transmits to a foreign country. 11. Drawdown Requests. A “drawdown request” is an instruction from Company to another depository institution to debit (a) an account at that institution and transfer the funds to Bank (each, an “outgoing drawdown request”) or (b) the Account and transfer the funds to that institution (each, an “incoming drawdown request”). In this Service Description, “Payment Order” includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Company separately provides in writing. The authority to execute the incoming drawdown request will 6.1.D. - Page 115