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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. Services. The Services described in this Appendix permit Customer to maintain a zero or other pre- selected target balance in certain secondary or sub -accounts that are associated with a primary commercial checking account, all as further described below. 1.1 Customer will designate a primary checking Account (the "ZBA Parent Account"), and one or more secondary Accounts (the "ZBA Sub -Accounts") to be associated with the Services, as set forth in the Services' Setup Form(s). 1.2 Through the Services, Customer authorizes Bank to transfer funds between the ZBA Parent Account and ZBA Sub -Accounts in order to bring the respective balances of the ZBA Sub-Account(s) to the pre- selected target balance(s), as set forth in the Services' Setup Form(s). 1.3 Customer may select a target balance for each Sub -Account in the amount of $0 or a pre -defined collected or ledger balance amount. 1.4 After posting all debits and credits to the ZBA Sub -Accounts each Business Day, each ZBA Sub - Account's balance in excess of the target balance, including both collected and uncollected balances, will be transferred automatically to the ZBA Parent Account, unless Customer elects to transfer collected balances only. 1.5 In the event that, after posting of all debits and credits to the ZBA Sub -Accounts each Business Day, the balance in any ZBA Sub -Account is less than the target balance, sufficient funds from the ZBA Parent Account will, to the extent available, be transferred to the ZBA Sub -Account to reach the target balance. 1.6 Bank is under no obligation to transfer funds to any one or more ZBA Sub -Accounts to the extent that such transfer(s) would cause an overdraft of collected balances in the ZBA Parent Account. Bank may, in its sole discretion, determine the priority in which funds from the ZBA Parent Account are applied to ZBA Sub-Account(s). 1.7 Customer agrees that Bank is not acting as a fiduciary with respect to funds in either the ZBA Parent Account or in any ZBA Sub -Account. 1.8 If any of the ZBA Sub -Accounts are owned by an Affiliate of Customer, then: (1) Customer represents and warrants it has all necessary power and authority to transfer funds into and out of such ZBA Sub- Account(s), and (2) Customer will indemnify Bank from any claim by any owner(s) of such ZBA Sub -Accounts) or any third party with respect to a transfer into or out of such ZBA Sub-Account(s). 2. Termination; Effectiveness. 2.1 The parties may terminate this Appendix and/or the Services in accordance with the terms and conditions of the Cash Management Master Agreement. This Appendix and associated Services shall automatically and immediately terminate if the ZBA Parent Account and/or the ZBA Sub-Account(s) are closed. 2.2 Customer agrees to all the terms and conditions of this Appendix. Th$ liability of Bank under this Appendix shall in all cases be subject to the provisions of the Cash Management Master Agreement, including, without limitation, any provisions thereof that exclude or limit warranties made by, damages payable by or remedies available from Bank. This Appendix replaces and supersedes all prior agreements on file with respect to the Services and shall remain in full force and effect until termination or such time as a different or amended Appendix is accepted in writing by Bank or the Cash Management Master Agreement is terminated. 49 of 54 (W 1040745. I ) 0820