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�T, APPENDIX V TD POSITIVE PAY SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD 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. 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. In the event of inconsistency between a provision of this Appendix and the Uniform Commercial Code ("U.C.C. "). the parties intend to modify the effect of the applicable U.C.C. provisions to the maximum extent permitted by law. TERMS AND CONDITIONS Definitions. 1.1 Statutory Definitions. Unless otherwise defined in this Appendix. words or phrases shall have the meanings set forth in the U.C.C. in effect Irorn time to time under the laws of the State specified in the governing law provision of the parties' Cash Management Master Agreement. 1.2 Definitions. ".4whorired :Iccount' means the Aecount(s) of Customer, maintained at Bank. to which the positive pay services described herein and rendered by Bank will apply. ,I vailable funds " means funds on deposit in an Authorized Account and available for withdrawal pursuant to Federal Reserve Board Regulation CC and Bank's applicable funds availability schedule and policies. "Check Issue File" means a record describing checks drawn by Customer on an Authorized Account and provided bN Custorer to Bank in accordance with Section "Exception (,heck" means a Presented Check or a Systematic Override Check that does not match data included in a Check Issue File. "Exception Check Report" means a record describing Exception Checks which is provided by Bank to Customer in accordance with Section 2.3. " Pav Decision(s)" means the instructions of Customer to Bank instructing Bank to pay an F,'xccption Check. "Presented Check" means a check, substitute check, or electronically- presented check drawn on an Authorized Account and presented to Bank for payment through the check collection system or over- the - counter at one of Bank's branch teller stations. " Refurn Decision(.)" means the instructions of Customer to Bank instructing Bank not to pay an Exception Check. "I %.CC." means the Uniform Commercial Code as in effect under the laws of the State specified in the parties' Cash Management Master Agreement, as it may be amended from time to time. 2. Services. 11 Description. 'I he positive pay service described in this Appendix will provide Customer with a means to either affirmatively approve the payment of a particular check upon presentment or to object to its payment. Customer acknowledges that positive pay, is a service that has been identified by Bank as reducing the risk of fraudulent items being paid against Customer's Account(s) when such Service is adopted and properly utilized by Customer. By conforming to the terms and conditions of this Appendix. Customer agrees and acknowledges that it may significantly reduce the chance that fraudulent items will post to Customer's Account(s). 2.2 Check Issue File. 2.2.1 Customer shall submit a Check Issue File to Bank. The Check Issue Pile shall accurately stale the check number and the exact amount of each check drawn on each Authorized Account since the last Check Issue File was submitted (and the payee name, if Customer elects to receive payee verification services). Each Check Issue File shall also identify any checks that have been cancelled by Customer prior to issuance. 2.2.2 If Customer elects to receive payee verification services, the following additional terms shall also apply. Bank "s payee verification services require the payee name to match against Customer's Check Issue Pile at a minimum threshold or matching score. The payee name in the Check Issue t=ile will be electronically compared to the payee name on Presented Checks. Other information related to the payee name may also be electronically compared as part of the automated verification process to establish a matching score. Such comparisons that result in a minimum threshold or matching score will be deemed to be a matching check. 111'/ 9 13 780 3; 33 n( 6 ] of, 11