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A TRUE COPY GERTIFMATION' ,N LAST FACE J.R. SMITH, CL E RK Bank APPENDIX V TD POSITIVE PAY SERVICES This Appendix is incorporated by reference into the parties'Cash Management Master Agreement and applies to all TD Positive Pay Services(the"Services")made available to Customer by Bank. All capitalized terms used herein without definition shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly provided in this Appendix,to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement,this Appendix and any amendment hereto from time to time shall control,but only to the extent necessary to resolve such conflict. In the event of inconsistency between a provision of this Appendix and the Uniform Commercial Code("U.C.C.,"as further defined below),the parties intend to modify the effect of the applicable U.C.C.provisions to the maximum extent permitted by law. TERMS AND CONDITIONS "Return Decision(s)" means the instructions of Customer to Bank instructing Bank not to pay an Exception 1. Definitions. Check. 1.1 Statutory Definitions. Unless "U.C.C." means the Uniform Commercial Code otherwise defined in this Appendix,words or phrases shall as in effect under the laws of the State specified in the have the meanings set forth in the U.C.C. in effect from parties'Cash Management Master Agreement,as it may be time to time under the laws of the State specified in the amended from time to time. governing law provision of the parties' Cash Management Master Agreement. 2. Services. 1.2 Definitions. 2.1 Description. "Authorized Account" means the Account(s) of 2.1.1 The Services described in this Customer, maintained at Bank, to which the Services Appendix will provide Customer with a means to either described herein will apply. affirmatively approve the payment of a particular check upon presentment or to object to its payment. Customer "Available Funds"means funds on deposit in an acknowledges that the Services have been identified by Authorized Account and available for withdrawal pursuant Bank as reducing the risk of fraudulent items being paid to Federal Reserve Board Regulation CC and Bank's against Customer's Account(s) when such Services are applicable funds availability schedule and policies. adopted and properly utilized by Customer.By conforming to the terms and conditions of this Appendix, Customer "Check Issue File" means a record describing agrees and acknowledges that Customer may significantly checks drawn by Customer on an Authorized Account and reduce the possibility that fraudulent items will post to provided by Customer to Bank in accordance with Section Customer's Account(s). 2.2. 2.1.2 Customer acknowledges and "Exception Check"means a Presented Check or a agrees that the Services apply only to magnetic ink Systematic Override Check (described in Section 2.2.2 character recognition (MICR) encoded paper checks and below)that does not match data included in a Check Issue documents.Therefore,the Services and this Appendix shall File. not apply to any electronic funds transfer (EFT), Automated Clearing House (ACH) transaction, or check "Exception Check Report" means a record that has been converted to an ACH transaction that does not describing Exception Checks which is provided by Bank to contain a serial number. Accordingly,this Appendix shall Customer in accordance with Section 2.3. have no effect with respect to any such transactions on Bank or Customer's respective rights,obligations,duties or "Pay Decision(s)" means the instructions of responsibilities under any other agreement between the Customer to Bank instructing Bank to pay an Exception parties or applicable law or regulation. Check. 2.2 Check Issue File. "Presented Check" means a check, substitute check, or electronically-presented check drawn on an 2.2.1 Customer shall submit a Authorized Account and presented to Bank for payment Check Issue File to Bank. The Check Issue File shall through the check collection system or over-the-counter at accurately state the check number and the exact amount of one of Bank's branch teller stations. each check drawn on each Authorized Account since the last Check Issue File was submitted(and the payee name,if Customer elects to receive payee verification services HCH 4836.1579-3465 v 1 36 of 58 0916