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A TRIM COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK at other banks. Domestic or foreign wire transfers entered Customer understands that the Administrator(s) will through the Services will be processed as set forth in the control, and Customer authorizes the Administrator(s) to TD Wire Transfer Services Appendix. control, access by other Administrators and Authorized Users of the Services through the issuance of Access 2.4.2 ACH Originations. ACH Devices. The Administrator(s) may add, change or originations are subject to the terms and conditions of the terminate Customer's Authorized User(s)from time to time TD Automated Clearing House (ACH) Origination and in his/her sole discretion. Bank does not control access Appendix, the TD Third-Party Sender Services Appendix by any of Customer's Authorized Users to any of the or the TD ACH Third Party Service Provider Agreement, Services. If Customer designates more than one (1) as applicable. Once approved by Bank for use by Administrator, Bank recommends that Customer manage Customer, this Service allows Customer to initiate and its use of the Services and its Administrators by requiring approve ACH transactions that Customer desires Bank to dual control to set up new Authorized Users. Bank also enter into the ACH network on Customer's behalf. ACH recommends that Customer review and assign limits for transactions entered through the Services will be processed Authorized User;that create and/or approve wire transfers and settled) as set forth in the TD Automated Clearing and ACH transactions, as established on the Services' House (ACH) Origination Appendix, the TD Third-Party Setup Form(s). In the event that Bank, in its sole and Sender Services Appendix or the TD ACH Third Party exclusive discretion, assists Customer in any way with the Service Provider Agreement,as applicable. establishment, addition or general set-up of Authorized Users, Customer understands and agrees that the 2.4.3 File Transfers. File Administrator(s)shall remain responsible for verifying the transfers is a method for Customer and Bank to send and accuracy thereof and shall otherwise control access by any receive reports and files (including, but not limited to, of Customer's Authorized Users to any of the Services. ACH, Reconciliation, Lockbox, and BAI files) to each other through the Internet and are subject to the terns and 5.3 Customer will require each conditions of applicable Appendices. Such reports and files Administrator and each Authorized User to comply with all may also be auto-generated and auto-delivered. provisions of this Appendix and all other applicable agreements. Customer acknowledges and agrees that it is 3. Hours of Access. Customer generally may fully responsible for the failure of any Administrator or any access the Services 24 hours a day,seven(7)days a week. Authorized User to so comply. Customer is responsible for Customer may not be able to access some or all of the any Payment, transfer and other use of the Services and Services from time to time,however,during any special or charges incurred by any Administrator and any Authorized other scheduled maintenance periods, or during User, even if such Administrator or Authorized User emergencies, interruptions or delays due to causes beyond exceeds his/her authorization. Bank recommends that Bank's control. Customer require its Administrator(s) to review all entitlement reports available through the Services with 4. Account Designation. respect to Customer's Authorized User(s). 4.1 Customer may designate any 5.4 Customer acknowledges and agrees of Customer's Accounts maintained with Bank for business that an Authorized User is not permitted to authorize other or non-consumer purposes for use with the Services. persons/entities to use its Access Devices.Notwithstanding Generally, the taxpayer identification number for each the foregoing, if an Authorized User does authorize other Account must be the same,and each Account is subject to persons/entities to use the Authorized User's Access the other conditions set forth in this Appendix, except as Devices in any manner, such authorization will be Bank, in its sole discretion,may otherwise permit Bank considered by Bank as unlimited in amount and manner, reserves the right to deny any Account designation for use and Customer is responsible for any transactions made by with the Services in its sole discretion. such persons/entities, until Customer's Administrator has deactivated the subject Authorized User's Access Devices. 4.2 Customer may at any time Bank will not be liable for and will not reimburse Customer add or delete any Account that Customer has designated for for any losses that may occur as a result of this authorized use with any of the Services, or change the Services use of an Authorized User's Access Devices. associated with any Account,by notifying Bank in writing. 5.5 Whenever any Authorized User leaves 5. Administrator(s)and Authorized Users. Customer's employ or Customer otherwise revokes the authority of any Authorized User to access or use the 5.1 Customer shall designate Services,the Administrator(s)are solely responsible for de- Administrator(s) with Bank as set forth in the Services' activating such Authorized User's Access Devices. Setup Form(s). Customer is solely responsible for Customer shall notify Bank in writing whenever a sole designating its Administrator(s). Customer Administrator leaves Customer's employ or Customer otherwise revokes a sole Administrator's 5.2 The Administrator(s) may designate authority to access or use the Services. other Administrators and/or Authorized Users. Customer accepts as its sole responsibility the Administrator's designation of other Administrators and Authorized Users. NC#4816.8874-0154 v 1 17 of 58 1016