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APPENDIX IX <br />TD ACCOUNT RECONCILEMENT SERVICES - FULL <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Account <br />Reconcilement Services — Pull (the "Services") made available to Customer by Bank. All capitalized terms used herein without <br />definition shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly <br />provided in this Appendix, to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master <br />Agreement. this Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve <br />such conflict. <br />TERMS AND CONDITIONS <br />1. Services. The Services described in this <br />Appendix will assist Customer in reconciling and managing <br />the check and deposit activity in Customer's designated <br />checking Account(s) ( "Authorized Accounts "). Use of the <br />Services does not affect any of Customer's obligations. <br />which are described in Bank's Business Deposit Account <br />Agreement, to discover and report unauthorized or missing <br />signatures and endorsements, or alterations on checks <br />drawn on Customer's Accounts. <br />2. Submission of Data. <br />2.1 Customer shall have checks prepared in <br />accordance with Bank specifications. and will supply Bank <br />with twenty -five (25) voided checks to be used for testing. <br />The checks will be tested to ensure the paper stock is of a <br />minimum weight and is encoded with Bank's ABA (routing <br />and transit) number, account number and check number to <br />ensure the readability of the MICR line on Bank's <br />equipment. <br />2.2 Customer shall send a file to Bank <br />containing information regarding checks that have been <br />issued by Customer ("Check Issue File') in the format and <br />medium. by the scheduled day(s) and to the place(s) <br />specified by Bank and agreed to by Customer as set forth in <br />the Services' Setup Form(s). The Check Issue File shall <br />include check issue date, check issue amount, payee, stop <br />payments, and voided or cancelled checks, if applicable. <br />2.3 Prior to implementation of the Services. <br />Customer shall submit to Bank a current, reconciled list of <br />all outstanding checks issued on each Authorized Account <br />one (I ) week prior to the implementation of the Services <br />hereunder. Depending on the frequency with which <br />Customer issues checks. Bank reserves the right to require <br />Customer to submit one or more additional lists so that all <br />outstanding, unpaid checks issued on any Authorized <br />Account have been reported to Bank prior to the <br />implementation of the Services hereunder. <br />2.4 Customer will send to Bank a test file <br />in the format and medium as identified in the Services' <br />Setup Form(s) to ensure the readability of the Check Issue <br />Pile on Bank's equipment. <br />2.5 Customer agrees to receive its paid <br />check data ("Paid Check Data ") from Bank in the specified <br />lormat and medium, on the scheduled day(s) and at the <br />place(s) specified by Bank and as set forth in the Services' <br />Setup Form(s). <br />2.6 prior to receiving a file from Bank <br />containing Customer's Paid Check Data, Customer will be <br />provided a test file by Bank to ensure the readability of the <br />Paid Check Data, on Customer's equipment. Customer <br />agrees to report any test file failures. <br />2.7 Bank shall compare each of Customer's <br />paid checks by check number and amount against each <br />Check Issue Pile received by Bank. Bank does not, and <br />shall not be obligated to, compare any other data (such as <br />payee names) on a presented check with a Check Issue File. <br />even if a Check Issue Pile contains such other data. Bank <br />may satisfy its obligation hereunder by comparing check <br />numbers and amounts received in substitute checks and /or <br />electronic presentment of checks. <br />3. Statement of Transactions. Within five (5) <br />Business Days following the scheduled dale for <br />reconcilement, as set forth in the Services' Setup Form(s). <br />or receipt of the final Check Issue File for the current <br />reconcilement period as set forth in the Services' Setup <br />Form(s). Bank will forward to the address provided by <br />Customer a fully reconciled report including a listing in <br />check number sequence of all outstanding paid, issued, <br />voided, stopped and cancelled items From the statement <br />schedule. Customer shall review the listing and report any <br />errors as set forth in the Cash Management Master <br />Agreement between Bank and Customer. <br />4. Effectiveness. Customer agrees to all the terms <br />and conditions of-this Appendix. Bank's liability under this <br />Appendix shall in all cases be subject to the provisions of <br />the Contract, including, without limitation, any provisions <br />thereof that exclude or limit warranties made by, damages <br />payable to or remedies available from Bank. This Appendix <br />replaces and supersedes all prior agreements on file with <br />respect to the Services and shall remain in full force and <br />effect until termination or such time as a different or <br />amended Full Reconcilement Services Appendix is <br />111'1913--,V. 1,1 45 ,f62 (11)(19 <br />