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Bank <br />APPENDIX V <br />TD POSITIVE PAY SERVICES <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Positive <br />Pay Services (the "Services") made available to Customer by Bank. All capitalized terms used herein without definition shall <br />have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly provided in this <br />Appendix, to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement, this <br />Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve such conflict. In <br />the event of inconsistency between a provision of this Appendix and the Uniform Commercial Code ("U.C.C.," as further defined <br />below), the parties intend to modify the effect of the applicable U.C.C. provisions to the maximum extent permitted by law. <br />TERMS AND CONDITIONS <br />1. Definitions. <br />1.1 Statutory Definitions. Unless <br />otherwise defined in this Appendix, words or phrases shall <br />have the meanings set forth in the U.C.C. in effect from <br />time to time under the laws of the State specified in the <br />governing law provision of the parties' Cash Management <br />Master Agreement. <br />1.2 Definitions. <br />"Authorized Account' means the Account(s) of <br />Customer, maintained at Bank, to which the Services <br />described herein will apply <br />"Available Funds" means funds on deposit in an <br />Authorized Account and available for withdrawal pursuant <br />to Federal Reserve Board Regulation CC and Bank's <br />applicable funds availability schedule and policies. <br />"Check Issue File" means a record describing <br />checks drawn by Customer on an Authorized Account and <br />provided by Customer to Bank in accordance with Section <br />2.2. <br />"Exception Check" means a Presented Check or a <br />Systematic Override Check (described in Section 2.2.2 <br />below) that does not match data included in a Check Issue <br />File. <br />`Exception Check Report' means a record <br />describing Exception Checks which is provided by Bank to <br />Customer in accordance with Section 2.3 <br />"Pay Decision(s)" means the instructions of <br />Customer to Bank instructing Bank to pay an Exception <br />Check. <br />"Presented Check" means a check, substitute <br />check, or electronically -presented check drawn on an <br />Authorized Account and presented to Bank for payment <br />through the check collection system or over-the-counter at <br />one of Bank's branch teller stations. <br />"Return Decision(s)" means the instructions of <br />Customer to Bank instructing Bank not to pay an Exception <br />Check. <br />"U. C. C." means the Uniform Commercial Code <br />as in effect under the laws of the State specified in the <br />parties' Cash Management Master Agreement, as it may be <br />amended from time to time. <br />2. Services. <br />2.1 Description. <br />2.1 1 The Services described in this <br />Appendix will provide Customer with a means to either <br />affirmatively approve the payment of a particular check <br />upon presentment or to object to its payment. Customer <br />acknowledges that the Services have been identified by <br />Bank as reducing the risk of fraudulent items being paid <br />against Customer's Account(s) when such Services are <br />adopted and properly utilized by Customer. By conforming <br />to the terms and conditions of this Appendix, Customer <br />agrees and acknowledges that Customer may significantly <br />reduce the possibility that fraudulent items will post to <br />Customer's Account(s). <br />2.1.2 Customer acknowledges and <br />agrees that the Services apply only to magnetic ink <br />character recognition (MICR) encoded paper checks and <br />documents. Therefore, the Services and this Appendix shall <br />not apply to any electronic funds transfer (EFT), <br />Automated Clearing House (ACH) transaction, or check <br />that has been converted to an ACH transaction that does not <br />contain a senal number. Accordingly, this Appendix shall <br />have no effect with respect to any such transactions on <br />Bank or Customer's respective rights, obligations, duties or <br />responsibilities under any other agreement between the <br />parties or applicable law or regulation. <br />2.2 Check Issue File. <br />2.2.1 Customer shall submit a <br />Check Issue File to Bank. The Check Issue File shall <br />accurately state the check number and the exact amount of <br />each check drawn on each Authorized Account since the <br />last Check Issue File was submitted (and the payee name, if <br />Customer elects to receive payee verification services <br />HC# 4836-1579-3465 v.1 36 of 58 0916 <br />P50 <br />