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{ � . ACH ORIGINATI�N SERVtCES � • SERVICE�DESCRIPTION 1. lntroduction. This Service Description together with the other Senrice Documentation as defined in the Master Agreement for Treasury Management Services ("Master Agreement"} between Wells Fargo Bank, N.A. ("Bank"),and the company identified in the signature block of . this Service Description("Company") govern Bank's ACH �rigination Services t"Services")and • Company's ACH security procedure election(s). �. Description of Services. Bank's Services enable Company ta originate automated clearing house ("ACH")credit and debit entries(each, an"Entry°) in accordance with the National Automated Clearing House Assaciation Operating Rufes (the°ACH Ru1es"). Company shall maintain one or more deposit account(s) at Bank or Bank's afflliate{each, an"Account"),which Bank may use to process such Entries. Company will transmit Entries to Bank using a data Fife or batch release (each, a"Fileu}through the communications channe{(s)to which Bank and Company separately agree in writing. Bank will verify that Company has authorized, canceled or amended a File or Entry solely by means of the security procedure(s) Company has eleofed in this Service Description (each, the"Security Procedure"). When Bank acts with respect to an Entry as both the originating depository financlal 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. Conditions to Provision of Services. As candiinons to Bank's provision of the Services, Campany shall (a) comply writh tHe ACH Rules in effect from time to time and any applicable local ACH'rules; (b)maintain Company's.Accaunf{s) in good standing; (c) complete Bank's set- up process for the Services; (d}in the case of Services requiring use of Bank's Commercia! • Elecfronic O�ce�{"CEO�"}, subscribe to Bank's CEO and (e) compiy with such requirements � regarding hardware and software as Bank may from time to time communicate to Company. Comp�ny acknowledges that Ent�ies may not be originated�that violate the laws or regulations of the United States including withaut fimttation the regulations issued by the Office of F of the . Assets Control. Company acknowledges that Bank has provided Company with a copy ACH Rules as of the date af this Service Deseription and that Company i� responsible�for abtaining and corr�plying with any amendments to the ACH Rules�. 4, Preparation of Entries and Files;�Processing Schedules. Cornpany shall p�epare each File in accordance with the ACH Rufes and Bank s Reference Guide for the Service. Bank will process each File in accordance with Bank's#hen current processing schedule and any lnstructions regarding the date an Entry is to be settled that Company furnishes with the Entry . provided (a) Bank receives the FIle by Bank's appiicable cutoff time on a Business Day(as defined in Bank's Cammercial Account Agreement) and (b)the ACH is open for business. Fi{es wili be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure. lf Bank receives a File after Bank's applicable cutoff time or on a day when the ACH is not open for business,the FEIe will be treated as having been received prior ta�Bank's appl'+cable cutoff tirrie on the next Business Day on which the ACH is open for business. Any transaction TYPE {debit or credit) or SEC(standard entry ctass) as defined in the ACH rules may, at Bank's option, be conditioned uPon Bank's prior approval. Upon notice to Company, Bank may modify the TYPE and SEC of transactions Bank wiSl process for Company. . • ACH Origination Services(TM-1423) � Revlsed 03-1 b-07 � Page 1 of 6