AgdaPkt 2015-08-24 Joint SA and PAF

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TM-1423 ACH Origination Services EDOCS-#3784910 Page 1 of 7 Revised 10-30-2014 ACH ORIGINATION SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) ACH origination 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 Services. The Service enables Company to originate automated clearing house (“ACH”) credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the “ACH Rules”; see section 3). Company will maintain one or more deposit account(s) at Bank or Bank’s affiliate (each, an “Account”), that Bank may use to process such Entries. An “Entry” is an ACH debit or credit entry issued in Company’s name, and a “File” is the data file or batch release used to transmit one or more Entries to Bank. Section 6 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a File or a communication amending or canceling an Entry or File (each, a “Security Procedure”). When Bank acts with respect to an Entry as both the originating depository financial institution (“ODFI”) and receiving depository financial institution (“RDFI”), as ODFI and RDFI are defined by the ACH Rules, the Entry is an “on-us Entry.” 3. ACH Rules. Company (a) authorizes Bank to originate Entries on behalf of Company to Receivers’ accounts; (b) agrees to be bound by the ACH Rules; and (c) agrees not to originate Entries that violate the laws of the United States. In addition, Company agrees Bank may audit Company’s compliance with the Service Documentation and the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank will process each File in accordance with Bank’s then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank’s applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is 6.1.D. - Page 33