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A TRUE CCFY WiTIFICA'0t,UN LAST PAGE J-R. SMITH, CLERK Im Bank APPENDIX XIII TD ZERO BALANCE ACCOUNT SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Zero Balance Account 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. TERMS AND CONDITIONS 1.6 Bank is under no obligation to transfer funds to any one or more ZBA Sub-Accounts to the extent 1. Services. that such transfer(s) would cause an overdraft of collected balances in the ZBA Parent Account. Bank may,in its sole 1.1 Customer will designate a primary discretion, determine the priority in which fimds from the checking Account(the"ZBA Parent Account'),and one or ZBA Parent Account are applied to ZBA Sub-Account(s). more secondary Accounts(the"ZBA Sub-Accounts"). 1.7 Customer agrees that Bank is not acting 1.2 Through the Services, Customer as a fiduciary with respect to funds in either the ZBA authorizes Bank to transfer funds between the ZBA Parent Parent Account or in any ZBA Sub-Account. Account and ZBA Sub-Accounts in order to bring the respective balances of the ZBA Sub-Account(s)to the pre- 1.8 If any of the ZBA Sub-Accounts are selected target balance(s),as set forth in the Services'Setup owned by an Affiliate of Customer, then (1) Customer Form(s). represents and warrants it has all necessary power and authority to transfer funds into and out of such ZBA Sub- 1.3 Customer may select a target balance Account(s), and (2) Customer will indemnify Bank from for each Sub-Account in the amount of$0 or a pre-defined any claim by any owner(s)of such ZBA Sub-Account(s)or collected or ledger balance amount. any third party with respect to a transfer into or out of such 1.4 Each ZBA Sub-Account's daily ZBA Sub-Account(s). balance in excess of the target balance, including both 2. Effectiveness. Customer agrees to all the terms collected and uncollected balances, will be transferred and conditions of this Appendix. The liability of Bank automatically to the ZBA Parent Account,unless Customer under this Appendix shall in all cases be subject to the elects to transfer daily collected balances only. provisions of the Cash Management Master Agreement, including, without limitation, any provisions thereof that 1.5 In the event the daily balance in any exclude or limit warranties made by,damages payable to or ZBA Sub-Account is less than the target balance,sufficient remedies available from Bank.This Appendix replaces and funds from the ZBA Parent Account will, to the extent supersedes all prior agreements on file with respect to the available,be transferred to the ZBA Sub-Account to reach Services and shall remain in full force and effect until the target balance. termination or such time as a different or amended Appendix is accepted in writing by Bank or the Cash Management Master Agreement is terminated. Remainder of page intentionally left blank (W1040745 1) 49 of 58