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A TRU`COPY C ERTIt-ICATION Crq LAST PAGE J.R. SMITH, CLERK a check drawn on an Authorized Account for payment more additional such lists so that all outstanding, unpaid over-the-counter at one of Bank's teller stations any such checks issued on any Authorized Account have been check that does not appear on a Check Issue File (i.e., an reported to Bank prior to the implementation of the Exception Check). Customer acknowledges and agrees that Services. Bank shall have no obligation to inform Customer that any such check has been presented for payment at a Bank teller 3. Remedies. station. Bank shall have no liability to Customer for wrongful dishonor with respect to any such check. 3.1 U.C.C. Liability. To the extent applicable,the liability provisions of U.C.C.Articles 3 and 2.4.4.2 If a check drawn on 4 shall govern this Appendix, except as modified below. an Authorized Account is presented for payment over-the- To the extent permitted by U.C.C. Articles 3 and 4, the counter during such time the Bank is experiencing an liability of Bank under this Appendix shall in all cases be interni tion or failure of p communications or data subject to the provisions of the parties' Cash Management processing facilities or systems, emergency conditions, or Master Agreement, including, without limitation, any any other difficulties beyond the control of Bank, then, provisions thereof that exclude or limit warranties made by, notwithstanding any other provision of this Appendix, damages payable by or remedies available from Bank. Customer authorizes Bank to pay the Presented Check, even if the Presented Check is an Exception Check. 3.2 Wrongful Honor. It shall constitute Additionally, Bank shall have no obligation to notify wrongful honor by Bank if Bank pays an Exception Check Customer of any such Presented Check. listed in a timely Exception Check Report unless: (i) Customer issued a Pay Decision,or(ii) Customer selected 2.5 Customer and Bank the pay default option and did not issue a Return Decision Communications. by the deadline set forth in the Services' Setup Form(s). In the event that there is wrongful honor, the following shall 2.5.1 Customer or Bank, at its apply: discretion,may each submit to the other party a revision of any communication provided for under this Appendix(e.g., 3.2.1 Bank shall be liable to the revision of Check Issue Files, Exception Check Customer for the lesser of the amount of the wrongfully Reports, Pay Decisions, Return Decisions). The revised paid Exception Check or Customer's actual damages communication must(i)be sent in its entirety and not in the resulting from Bank's payment of the Exception Check. form of a partial amendment to the communication originally sent, (ii) identify the original communication, 3.2.2 Bank expressly waives any and (iii) be sent in the format and medium, by the right it may have to assert that Customer is liable for the deadline(s), and at the place(s)established by the receiving amount of the wrongfully honored Exception Check on the party.A properly submitted revised communication serves grounds that the Exception Check was properly payable to revoke the original communication. under U.C.C.Section 4401. 2.5.2 Bank shall use only Check 3.2.3 Bank retains the right to Issue Files that comply with Section 2.2 and have not been assert Customer's failure to exercise reasonable care under revoked in accordance with Section 2.5.1 in the preparation U.C.C.Sections 3406 and 4406. of Exception Check Reports under this Appendix. 3.2.4 Bank retains the right to 2.5.3 Customer shall use only assert the defense that Customer has sustained no actual Exception Check Reports that comply with Section 2.3 and damages because Bank's honor of the Exception Check have not been revoked in accordance with Section 2.5.1 in discharged for value an indebtedness of Customer. the preparation of Pay Decisions and Return Decisions. Bank shall not be obligated to comply with any Pay 3.3 Wrongful Dishonor. Except as Decision or Return Decision received in a format or provided below, it shall constitute wrongful dishonor by medium,after a deadline,or at a place not permitted under Bank if Bank dishonors an Exception Check: (i)that Bank this Appendix and Services' Setup Form(s), but may has been ordered to pay pursuant to a Pay Decision,or(ii) instead treat such a Pay Decision or Return Decision in for which Customer has not issued a Return Decision under accordance with the default option selected by Customer in the pay default option by the deadline set forth in the the Services'Setup Form(s). Services'Setup Form(s). 2.5.4 Bank is not responsible for 3.3.1 Bank's liability for wrongful detecting any Customer error contained in any Check Issue dishonor of an Exception Check shall be limited to the File,Pay Decision or Return Decision sent by Customer to damages for wrongful dishonor recoverable under U.C.C. Bim• Articles 3 and 4. 2.6 Submission of Data Prior to 3.3.2 Notwithstanding Section Implementation of Services. Customer shall submit to 3.3.1,Bank shall have no liability to Customer for wrongful Bank a current, reconciled list of all outstanding checks dishonor when Bank, acting in good faith, returns an issued on each Authorized Account one (1)week prior to Exception Check: the implementation of the Services hereunder. Depending on the frequency with which Customer issues checks,Bank (a) that it reasonably believed was not reserves the right to require Customer to submit one or properly payable;or HC#48361579.3465 v 1 38 oj58 0916