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5.5. Non-Standard Security Procedure. <br /> If Company has refused to utilize any of the security procedures described above, then the <br /> Security Procedure Company will use is described on Attachment B to the Acceptance. <br /> 6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank <br /> verifies in accordance with the Security Procedure and (b) debit the account specified in the <br /> Payment Order(and if no account is specified, the Account or any other account of Company at <br /> Bank o� an affiliate) even if a debit results in an overdraft on the execution date (as defined in <br /> UCC4A). Company will maintain sufficient available funds in the account specified in the <br /> Payment Order at the time of each debit. <br /> 7. Company's Duty to Report Erroneous or Unauthorized Tranfer Instructlons. Company will <br /> exercise ordinary care to determine whether a Payment Order accepted by Bank was either <br /> erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not <br /> exceeding fourteen (14) days after Company receives notification from Bank that the Payment <br /> Order was accepted or that the Account was debited with respect to the Payment Order, <br /> whichever is earlier. Campany will be liable to Bank for the loss Bank incurs as a result of <br /> Company's failure to act in accordance with this section. <br /> 8. Rejeated Payment Orders. If a Payment Order is �ejected for any reason Bank wiil attempt to <br /> notify Company promptly so Company may cure the defect but will have no liability to Company <br /> for a rejected Payment Order or any loss resulting from Bank's failure to provide notice. <br /> 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to <br /> cancellation, amendment or �eversal by Company, except Bank may, at Company's request, <br /> make an effo�t to effect such cancellation, amendment or reversai without incuring any liability <br /> for its failure or inability to do so. <br /> 10. Irrternational Wire Transfers. A Payment Order expressed in U.S. Dollars wili be sent in U.S. <br /> Dollars. Company may request that prior to executing a Payment Order, Bank convert the <br /> amount to be transferred from U.S. Dollars to the cuRency of a designated foreign govemment <br /> or intergovemmental organization ("Foreign Cunency") at Bank's sell rate for exchange in effect <br /> on the date Bank executes the Payment Order. If the financial institution designated to receive <br /> the funds does not pay the beneficiary specified in a Payment Order payable in Foreign <br /> Currency and the funds are returned to Bank, Bank wili not be liable for a sum in excess of the <br /> value of the funds after they have been converted from Foreign Cunency to U.S. Dollars at <br /> Bank's buy rate for exchange at the time the cancellation of the Payment Orcler is confirmed by <br /> Bank. Bank wili not be liable fo� any failure or delay by any financial institution or other third <br /> party in the designated foreign country in executing or failing to execute any Payment Order <br /> Bank transmits to a foreign country. <br /> 17. Drawdown Requests. A "drawdown request" is an instruction from Company to another <br /> depository institution to debit (a) an account at that institution and transfer the funds to Bank <br /> (each, an "outgoing drawdown requesY') or (b) the Account and transfer the funds to that <br /> institution (each, an "incoming drawdown requesY'). In this Service Description, "Payment <br /> Order" includes drawdown requests. Bank may execute an incoming drawdown request that <br /> conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds <br /> transfer system, provided such instructions are not inconsistent with instructions Company <br /> separately provides in writing. The authority to execute the incoming drawdown �equest will <br /> TM-1440 WIm Tians/er SenriCe Description Pepe 4 of 5 <br /> ReNsed 0430-2014 <br /> ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT <br />