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Bank <br />APPENDIX XXH <br />TD ACH POSITIVE PAY SERVICES <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD <br />Automated Clearing House ("ACH") Positive Pay Services (the "Services") made available to Customer by Bank. All <br />capitalized terms used herein without definition shall have the meanings given to them in the Cash Management Master <br />Agreement or the NACHA Rules (as defined below). Except as otherwise expressly provided in this Appendix, to the extent that <br />this Appendix is inconsistent with the provisions of the Cash Management Master Agreement, this Appendix and any amendment <br />hereto from time to time shall control, but only to the extent necessary to resolve such conflict. <br />TERMS AND CONDITIONS <br />Definitions. <br />"Authorized Account" means the Account(s) of <br />Customer, maintained at Bank, to which the Services will <br />apply. <br />"ACH EntrV' means an order or request for the <br />transfer of money to an Authorized Account (a "Debit <br />Entry"), and/or an order or request for the withdrawal of <br />money from an Authorized Account (a "Credit Entry'). <br />`A CH Authorizations" means Customer's written <br />instructions and authorization criteria provided to Bank in <br />conjunction with the set-up and implementation of the <br />Services, including via a separate ACH block and filter <br />agreement with Bank (hereinafter the "Filter Agreement'), <br />and/or otherwise in accordance with the Services as <br />described in this Appendix, which either prohibits all ACH <br />Entries or permits only the posting of specified ACH <br />Entries to an Authorized Account. <br />".Exception Entry" means an ACH Entry <br />(excluding an ARC, BOC, POP, RCK, or XCK SEC <br />Codes) that does not meet Customer's ACH Authorizations <br />previously provided to Bank (and is referred to within the <br />Services as a "Rejected" Entry), and that is therefore <br />scheduled to be returned to the Originator of the ACH <br />Entry. <br />"NACHA Rules" means the National Automated <br />Clearing House .Association's ("NACIW) Operating <br />Rules and Operating Guidelines, which govern the ACH <br />system. <br />"Pay Decision(s)' means Customer's instruction <br />to Bank to pay/post an Exception Entry. <br />"Return Decision(s)" means Customer's <br />confirmation instruction to, Bank to not pay/post an <br />Exception Entry but to instead return the ACH Entry to the <br />Originator. <br />"Return Default Disposition" means the <br />automatic default disposition of all ACH Entries that do not <br />HCh 4841-7018-3187 <br />meet Customer's ACH Authorizations, whereby all such <br />ACH Entries are scheduled to be returned to the Originator <br />of the ACH Entry. <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 review <br />ACH Entries received on a particular Customer Account <br />that are scheduled to be returned to the Originator as an <br />Exception Entry in accordance with Customer's ACH <br />Authorizations and to confirm the return of the Exception <br />Entry through a Return Decision, or to override the Return <br />Default Disposition and instruct Bank to pay/post the <br />Exception Entry to Customer's. Account through a Pay <br />Decision. <br />2.1.2 Customer acknowledges that <br />the Services have been identified by Bank as a service that <br />can reduce the risk of fraudulent ACH Entries being posted <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 />acknowledges and agrees that it may significantly reduce <br />the chance that fraudulent ACH Entries will post to <br />Customer's Account(s) by electronically matching <br />incoming ACH transactions to ACH Authorizations. <br />2.2 Customer Authorizations. <br />2.2.1 Customer will designate <br />Authorized Account(s) to be used with the Services via the <br />Services' Setup Form. <br />2.2.2 As applicable, Customer shall <br />begin the Services with either (a) any ACH Authorizations <br />initially submitted by Customer to Bank and then <br />established by Bank on Customer's behalf in conjunction <br />with the set-up and implementation of the Services, or (b) <br />any existing ACH Authorizations on Customer's <br />Authorized Account(s) that have been established via a <br />Filter Agreement. Customer may add to or modify those <br />initial or existing ACH Authorizations from time to time as <br />set forth herein. Customer shall be responsible for the <br />accuracy and completeness of all information provided to <br />56.158 0315 <br />