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A TRUE copy CERITIFICAT10%,ON LAST PACE J.R. SMITH, CLERK IM Bank APPENDIX III TD WIRE TRANSFER SERVICES This Appendix is incorporated by reference into the parties'Cash Management Master Agreement,and the parties'Bank Internet System Agreement,and applies to all TD Wire Transfer Services("Services")made available to Customer by Bank via the Bank Internet System. All capitalized terms used herein without definition shall have the meanings given to them in the Cash Management Master Agreement or the Bank Internet System Agreement, as applicable. To the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement, or with the terms and conditions of the Bank Internet System Agreement, this Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve such conflict. TERMS AND CONDITIONS correspondent bank that Bank reasonably selects to transfer funds from time to time. 1. Description of the Services. 2.3 Each wire transfer must include the 1.1 The Services described in this following information in addition to any information which Appendix provide Customer with the capability to transfer Bank may require for proper identification and security funds from specific Account(s) to other accounts (the purposes: (i) account number from which the funds are to "Recipient Account(s)") as directed via the Bank Internet be withdrawn, (ii) amount to be transferred, (iii) System. The Recipient Account(s) may be Customer Customer's address,(iv)name and ABA routing number of accounts or third-party accounts,and may be with Bank or the payee's bank, and (v) account name, address and with domestic or foreign third-party financial institutions. account number of the payee. In the event a wire transfer Customer may use the Services to initiate one-time wire describes an account number for the payee that is in a name transfers, or to create templates for wire transfers made on other than the designated payee,Bank may execute the wire a repetitive basis which involve the same Customer transfer to the account number so designated Account and Recipient Account("Repetitive Transfer(s)"). notwithstanding such inconsistency. All wire transfers must be initiated by an Authorized Representative of Customer. 2.4 Templates created by Customer for Repetitive Transfers are the sole and exclusive 1.2 Prior to Customer's use of the Services, responsibility of Customer. Customer agrees to release and Customer must first agree to and transmit all instructions in hold Bank harmless from any loss or liability which accordance with all of the terms, conditions and security Customer may incur after Bank has executed a Repetitive procedures associated with the Bank Internet System, as Transfer, including without limitation, any loss due to further set forth in the Cash Management Master Customer error in creating the Repetitive Transfer template. Agreement. 3. Time of Execution. 2. Execution of Wire Transfers. 3.1 Bank will execute each authenticated 2.1 By submitting a wire transfer, wire transfer that is in conformity with all security Customer authorizes Bank to withdraw the amount of any procedures, cut-off times and other requirements set forth requested wire transfer which Customer may authorize and herein. Bank may require additional authentication of any instruct via the Bank Internet System, plus any applicable wire transfer request. Bank reserves the right to reject a fees and charges, from Customer's designated Account. wire transfer request that cannot be properly authenticated. Subject to the terms of this Appendix,Bank will accept and Cut-off times may be established and changed by Bank execute a wire transfer received from Customer that has from time to time. Instructions for wire transfers received been authenticated by Bank and that is in conformity with after such cut-off times may be treated by Bank for all the Security Procedure(as further described below),cut-off purposes as having been received on the following times and other requirements as described in this Appendix Business Day. .Y and associated Bank setup form() s and other documentation. 3.2 Except for future-dated wire transfers, > domestic wire transfers(U.S.-based receivers)initiated and 2.2 All wire transfers to accounts at other approved by Bank's cut-off time on a Business Day will be depository institutions are transmitted using the Fedwire processed that same day if that day is also a Business Day funds transfer system owned and operated by the Federal for Bank's correspondent facility and the recipient bank; Reserve Bank, or a similar wire transfer system used wire transfers initiated and approved after Bank's cut-off primarily for funds transfers between financial institutions. time for domestic wire transfers will be processed the next Notwithstanding the foregoing or anything to the contrary Business Day if that day is also a Business Day for Bank's in this Appendix,Bank may use any means of transmission, correspondent facility and the recipient bank. Future-dated funds transfer system, clearing house, intermediary or domestic wire transfers will be initiated on the effective HC#4852-0802-1554 32 of 58 0614