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A TRUE COPY GERTIEICATIOP' CN LAST PAGE J.R. SMITH, CLERK IM Bank APPENDIX IX TD ACCOUNT RECONCILEMENT SERVICES-FULL This Appendix is incorporated by reference into the parties'Cash Management Master Agreement and applies to all TD Account Reconcilement Services—Full(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. TERMS AND CONDITIONS Setup Form(s)to ensure the readability of the Check Issue File on Bank's equipment. 1. Services. The Services described in this Appendix will assist Customer in reconciling and managing 2.5 Customer agrees to receive its paid the check and deposit activity in Customer's designated check data("Paid Check Data")from Bank in the specified checking Account(s) ("Authorized Accounts"). Use of the format and medium, on the scheduled day(s) and at the Services does not affect any of Customer's obligations, place(s)specified by Bank and as set forth in the Services' which are described in the Account Agreement,to discover Setup Form(s). and report unauthorized or missing signatures and endorsements, or alterations on checks drawn on 2.6 Prior to receiving a file from Bank Customer's Accounts. containing Customer's Paid Check Data, Customer will be provided with a test file b Bank to ensure the readability P Y 2. Submission of Data. of the Paid Check Data, on Customers equipment. Customer agrees to report any test file failures. 2.1 Customer shall have its checks prepared in accordance with Bank specifications, and will 2.7 Bank shall compare each of Customer's supply Bank with twenty-five (25) voided checks to be paid checks by check number and amount against each used for testing. The checks will be tested t g o ensure the Check Issue File received b Bank. y Bank does not, and paper stock is of a minimum weight and is encoded with shall not be obligated to, compare any other data(such as Bank's ABA(routing and transit)number,account number payee names)on a presented check with a Check Issue File, and check number to ensure the readability of the MICR even if a Check Issue File contains such other data. Bank line on Bank's equipment. may satisfy its obligation hereunder by comparing check numbers and amounts received in Substitute Checks (as 2.2 Customer shall send a file to Bank defined in the Cash Management Master Agreement) containing information regarding checks that have been and/or via electronic presentment of checks. issued by Customer Check Issue File" in the format and medium, by the scheduled day(s) and to the place(s) 3. Statement of Transactions. Within five (5) specified by Bank and agreed to by Customer as set forth in Business Days following the scheduled date for the Services' Setup Form(s). The Check Issue File shall reconcilement, as set forth in the Services' Setup Form(s), include check issue date, check issue amount, payee, stop or receipt of the final Check Issue File for the current payments,and voided or cancelled checks,if applicable. reconcilement period as set forth in the Services' Setup Form(s), Bank will forward to the U.S. mailing address 2.3 Prior to implementation of the Services, provided by Customer a fully reconciled report including a Customer shall submit to Bank a current,reconciled list of listing in check number sequence of all outstanding paid, all outstanding checks issued on each Authorized Account issued, voided, stopped and cancelled items from the one (1) week prior to the implementation of the Services statement schedule. Customer shall review the listing and hereunder. Depending on the frequency with which report any errors as set forth in the Cash Management Customer issues checks, Bank reserves the right to require Master Agreement between Bank and Customer. Customer to submit one or more additional lists so that all Customer's use of the Services or Bank's receipt of outstanding, unpaid checks issued on any Authorized information associated with the Services does not increase Account have been reported to Bank prior to the Bank's duties or obligations with respect to Customer's implementation of the Services hereunder. Accounts. 2.4 Customer will send to Bank a test file 4. Effectiveness. Customer agrees to all the terms in the format and medium as identified in the Services' and conditions of this Appendix.Bank's liability under this Appendix shall in all cases be subject to the provisions of M9137781) 47of58 0909