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Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection. 15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization ("Foreign Curcency"), Bank will convert the amount to be transfened from U.S. dollars ("USD") to the Foreign Currency at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. if the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank's buy rate for exchange at the time the Entry is retumed to Bank. 15.3. Debit Entriea. With respect to debit Entries Bank agrees to originate in a Foreign Cunency, Bank will convert the amount of each Entry from the Foreign Currency ta U.S. Dollars at Bank's buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated to receive the Entry subsequenty returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the retumed Entry, after Bank has converted the Foreign Currency to USD at Bank's sell rate fo� exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion. 15.4. Acts or Omisslons of Thtrd Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institu�on, or the financial institution designated to receive the Entry in the Receiving Country in processing or failing to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 16. Third-Party Sender Activities. This section contains additionai terms applicable when Company is a Third-Party Sender, as defined by the ACH Rules. 16.1 General. Prior to originating any Entry on behalf of a customer of Company, Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company's customer's business including without limitation the name, Taxpayer ldentification Numbe�, business activity and geographic location of Company's customer; (c) if specifically required by Bank, obtain Bank's written approval to initiate o� continue to initiate Entries for that customer, which approval Bank may rescind upon written notice to Company; and (d) ente� irrto a written agreement with that customer whereby that customer agrees: 16.1.1.to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Ru1es as in effect from time to time; 16.1.2.ACH entries may not be initiated in viola�on of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 16.1.3.to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and 16.1.4.Bank may at any time refuse to procc�sss an ACH entry for that customer. TM-1423 ACH O�InaHon SeM�xs EDOCS-N37849f0 Paqa 5 of 7 Revlsed 10-3Q2014 ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT