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A TRUE COPY CERTIFIuHTION ON LAST PAGE J.R. SMITH, CLERK Bank APPENDIX XXII TD ACH POSITIVE PAY SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Automated Clearing House ("ACH") 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 or the NACHA Rules(as defined below). 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 meet Customer's ACH Authorizations, whereby all such ACH Entries are scheduled to be returned to the Originator of the ACH Entry. 1. Definitions. 2. Services. "Authorized Account" means the Account(s) of Customer, maintained at Bank, to which the Services will 2.1 Description. apply. 2.1.1 The Services described in this `ACH Entry"means an order or request for the Appendix will provide Customer with a means to review transfer of money to an Authorized Account (a "Debit ACH Entries received on a particular Customer Account Entry'), and/or an order or request for the withdrawal of that are scheduled to be returned to the Originator as an money from an Authorized Account(a"Credit Entry"). Exception Entry in accordance with Customer's ACH Authorizations and to confirm the return of the Exception "ACH Authorizations"means Customer's written Entry through a Return Decision,or to override the Return instructions and authorization criteria provided to Bank in Default Disposition and instruct Bank to pay/post the conjunction with the set-up and implementation of the Exception Entry to Customer's Account through a Pay Services, including via a separate ACH block and filter Decision. agreement with Bank(hereinafter the"Filter Agreement'), and/or otherwise in accordance with the Services as 2.1.2 Customer acknowledges that described in this Appendix,which either prohibits all ACH the Services have been identified by Bank as a service that Entries or permits only the posting of specified ACH can reduce the risk of fraudulent ACH Entries being posted Entries to an Authorized Account. against Customer's Account(s) when such Services are adopted and properly utilized by Customer.By conforming "Exception Entry" means an ACH Entry to the terms and conditions of this Appendix, Customer (excluding an ARC, BOC, POP, RCK, or XCK SEC acknowledges and agrees that it may significantly reduce Codes)that does not meet Customer's ACH Authorizations the chance that fraudulent ACH Entries will post to previously provided to Bank(and is referred to within the Customer's Account(s) by electronically matching Services as a "Rejected" Entry), and that is therefore incoming ACH transactions to ACH Authorizations. scheduled to be returned to the Originator of the ACH Entry. 2.2 Customer Authorizations. "NACHA Rules" means the National Automated 2.2.1 Customer will designate Clearing House Association's ("NACHA') Operating Authorized Account(s)to be used with the Services via the Rules and Operating Guidelines, which govern the ACH Services'Setup Form. system. 2.2.2 As applicable,Customer shall "Pay Decision(s)" means Customer's instruction begin the Services with either(a)any ACH Authorizations to Bank to pay/post an Exception Entry. initially submitted by Customer to Bank and then established by Bank on Customer's behalf in conjunction "Return Decisron(s)" means Customer's with the set-up and implementation of the Services, or(b) confirmation instruction to Bank to not pay/post an any existing ACH Authorizations on Customer's Exception Entry but to instead return the ACH Entry to the Authorized Account(s) that have been established via a Originator. Filter Agreement. Customer may add to or modify those initial or existing ACH Authorizations from time to time as "Return Default Disposition" means the set forth herein. Customer shall be responsible for the automatic default disposition of all ACH Entries that do not accuracy and completeness of all information provided to HC4 4841-7018-3187 56 of 58 0315