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C�7'7 APPENDIX VI TD CONTROLLED DISBURSEMENT SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Controlled Disbursement 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. Defined Terms. Capitalized terms used herein shall have the following meanings: "Controlled Disbursement itccount" means a checking Account established by Customer for the purpose of obtaining the Services described in this Appendix. " 1 11ndhW account" means a checking Account designated by Customer in the Services' Setup Form(s) that will fund all checks presented for payment from the Controlled Disbursement Account, as described below. 2. Services. The Services provide check presentment information to Customer each Business Day intended to permit Customer to use the Funding Account to fund the total amount of checks presented for payment from the Controlled Disbursement Account for that Business Day. The Services will be provided to Customer in accordance with the selections. designations. authorizations and other instructions set forth in the Services' Setup Form(s). 3. Controlled Disbursement Account. Customer agrees to open and maintain a Controlled Disbursement Account at Bank. which Account will be subject to and governed by such terms and conditions relating to such Account as Bank may issue from time to time. Customer agrees to comply with all requirements established by Bank from time to time with respect to the handling of Controlled Disbursement Accounts, including, but not limited to, all specifications for printing checks to be paid from the Controlled Disbursement Account. Customer agrees to complete and sign all documents required by Bank in order to establish the Controlled Disbursement Account and /or to provide the Services to Customer. IJpon termination of the Services for any reason, Customer authorizes Bank to close the Controlled Disbursement Account. subject to any written agreement between Customer and Bank with respect to the handling of checks presented for payment after the Controlled Disbursement Account is closed. 4. Controlled Disbursements. 'Twice each Banking Day. Bank will notify Customer of all checks presented for payment from the Controlled Disbursement Account via Bank's Internet Banking System. This check information is provided by the Federal Reserve Bank and its accuracy is not guaranteed by Bank. Bank will transfer into the Controlled Disbursement Account from the Funding Account such amounts as may be required in order to pay all checks presented and identified in the notification to Customer. Customer authorizes Bank to execute such funds transfers from the Funding Account as may be required in order to pay all such checks, including all checks presented for payment from the Controlled Disbursement Account after termination of the Service. S. Sufficient Balances. Customer agrees to maintain sufficient collected balances in the Funding Account to pay all amounts required to be transferred by Bank to the Controlled Disbursement Account to pay all checks presented for payment and drawn on the Controlled Disbursement Account, and all debits thereto, including checks presented for payment after termination of the Service. In the event there are not sufficient collected funds in the Funding Account to pay all checks so presented. checks may be paid in the order determined by Bank, in its sole discretion. 6. Overdrafts. Checks presented for payment or other debits to the Controlled Disbursement Account may be returned unpaid in any order if there are not sufficient collected funds in the Controlled Disbursement Account to cover the debits. If there are insufficient funds in the Controlled Disbursement Account to cover checks or other debits, Bank may, in its sole discretion, make transfers into the Controlled Disbursement Account to pay checks or other debits presented for payment, even if' such transfers will result in the creation of an overdraft in the Funding Account, but Bank shall not be obligated to make such transfers if Customer fails to maintain sufficient collected balances in the Funding Account to avoid the creation of an overdraft. The transfer of funds by Bank on one occasion to pay checks presented for payment shall not obligate Bank to transfer funds to pay checks presented for payment on any other occasion. 7. Effectiveness. Customer agrees to all the terms and conditions of this Appendix. The liability of Bank ,'W1913789 1,1 3 - "f r,2 0909