Common use of Positive Pay Clause in Contracts

Positive Pay. The Company shall submit a check issue file (“Issue File”) to the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item against the payee name on the Issue Information. As part of the Issue Information, Company will also include the payee name. When items are presented for payment, in addition to comparing the check number and amount, the payee name will also be compared to the name presented in the Issue Information. Company will provide Bank with pay or return instructions for Exception Items that either do not have a payee match or that have a payee match but that do not match the MICR information provided by Company to Bank. In the event we are unable to perform the payee name comparison on any day that an item posts to your Account(s), the Payee Positive Pay Service will revert to Bank’s Positive Pay service for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned.

Positive Pay. The Company shall submit a check issue file (“Issue File”) to This feature enhances the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Check Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item check against the payee name on the Issue InformationInput. As part of the Issue InformationInput, Company you will also now include the payee namename information. When items checks are presented for payment, in addition additional to comparing the check number number, and amount, we verify the payee name will also be compared on the check to the payee name presented provided on the Issue Input. By transmitting an Issue Input with Payee Information or other Issue Input to us, you warrant that all checks that match the information on the Issue Input were properly issued by you and we shall have no further responsibility or liability for examination of the checks for fraudulent signatures or material alterations. We shall be entitled to rely and act upon any advice or instruction given to us by you in accordance with this Service without further inquiry if the advice or instruction is given to us in the Issue Informationform and manner and within the time as we shall require. Company will provide Bank with We shall not be obligated to pay any check or return instructions for Item or Exception Items that either Item which you advise or instruct be paid if you do not have on deposit in the deposit account on which the check or Item or Exception Item is drawn at the time of presentment good and sufficient collected funds to enable us to pay the Item or Exception Item without overdrawing the deposit account. You will not use our Positive Pay Services to pay your obligations on a payee match delayed basis or that have in place of a payee match but that stop payment order on any check, Item or Exception Item which you know before its presentment you do not match want to have us pay. You acknowledge that your failure to use our Payee Positive Pay Service could substantially increase the MICR information provided by Company likelihood of undetected fraudulent activity on your account and that it is neither manifestly unreasonable nor unreasonable under the circumstances for us to Bankrequire you to use our Payee Positive Pay Service upon request. In the event we are unable You agree that if you fail to perform the payee name comparison on implement our Payee Positive Pay Service following our request that you do so, you will be precluded from asserting any day claim against us for paying an unauthorized, altered, counterfeit or other fraudulent item that an item posts to your Account(s), the Payee Positive Pay Service was designed to detect or deter, and we will revert not be required to Bank’s Positive Pay service re-credit your account or otherwise be liable to you for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returnedpaying such.

Positive Pay. The Company shall submit a check issue file (“Issue File”) to the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) ), and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item against the payee name on the Issue Information. As part of the Issue Information, Company will also include the payee name. When items are presented for payment, in addition to comparing the check number and amount, the payee name will also be compared to the name presented in the Issue Information. Company will provide Bank with pay or return instructions for Exception Items that either do not have a payee match or that have a payee match but that do not match the MICR information provided by Company to Bank. In the event we are unable to perform the payee name comparison on any day that an item posts to your Account(s), the Payee Positive Pay Service will revert to Bank’s Positive Pay service for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned.9:30

Positive Pay. The Company shall submit a check issue file (“Issue File”) to This feature enhances the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Check Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item check against the payee name on the Issue InformationInput. As part of the Issue InformationInput, Company you will also now include the payee namename information. When items checks are presented for payment, in addition additional to comparing the check number number, and amount, we verify the payee name will also be compared on the check to the payee name presented provided on the Issue Input. By transmitting an Issue Input with Payee Information or other Issue Input to us, you warrant that all checks that match the information on the Issue Input were properly issued by you and we shall have no further responsibility or liability for examination of the checks for fraudulent signatures or material alterations. We shall be entitled to rely and act upon any advice or instruction given to us by you in accordance with this Service without further inquiry if the advice or instruction is given to us in the Issue Informationform and manner and within the time as we shall require. Company will provide Bank with We shall not be obligated to pay any check or return instructions for Item or Exception Items that either Item which you advise or instruct be paid if you do not have on deposit in the deposit account on which the check or Item or Exception Item is drawn at the time of presentment good and sufficient collected funds to enable us to pay the Item or Exception Item without overdrawing the deposit account. You will not use our Positive Pay Services to pay your obligations on a payee match delayed basis or that have in place of a payee match but that stop payment order on any check, Item or Exception Item which you know before its presentment you do not match want to have us pay. You acknowledge that your failure to use our Payee Positive Pay Service could substantially increase the MICR information provided by Company likelihood of undetected fraudulent activity on your account and that it is neither manifestly unreasonable nor unreasonable under the circumstances for us to Bankrequire you to use our Payee Positive Pay Service upon request. In the event we are unable You agree that if you fail to perform the payee name comparison on implement our Payee Positive Pay Service following our request that you do so, you will be precluded from asserting any day claim against us for paying an unauthorized, altered, counterfeit or other fraudulentitem that an item posts to your Account(s), the Payee Positive Pay Service was designed to detect or deter, and we will revert not be required to Bank’s Positive Pay service re-credityour account or otherwise be liable to you for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returnedpaying such.

Positive Pay. The Company shall submit a check issue file (“Issue File”) to the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) ), and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item against the payee name on the Issue Information. As part of the Issue Information, Company will also include the payee name. When items are presented for payment, in addition to comparing the check number and amount, the payee name will also be compared to the name presented in the Issue Information. Company will provide Bank with pay or return instructions for Exception Items that either do not have a payee match or that have a payee match but that do not match the MICR information provided by Company to Bank. In the event we are unable to perform the payee name comparison on any day that an item posts to your Account(s), the Payee Positive Pay Service will revert to Bank’s Positive Pay service for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned.

Positive Pay. The Company shall submit a check issue file (“Issue File”) to the Bank by 10:00 p.m. ET on the business day on which the Company issues a check(s) that accurately contains the following information with respect to each check drawn on its Account since the last Issue Report was submitted: (a) account number; (b) check serial number; (c) dollar amount of each check and any other information the Bank may require (collectively, the “Issue Information”). For first time users of Positive Pay, a list of all outstanding checks as of that day must be sent to the Bank. The Issue File shall be electronically transmitted to the Bank in a format mutually agreed upon by the parties. The Bank shall electronically compare the Issue Information with each check presented for payment (“Presented Item”). If the Issue Information matches the information on a Presented Item, the Bank is hereby authorized to pay such item. If any of the Issue Information does not match the information on a Presented Item, the Bank will identify the item as an exception item (“Exception Item”) ), and report it to the Company by sending an exception report (“Exception Report”) specifying the item serial number, the item amount and the reason why the item is an Exception Item. The Exception Report will be made available to the Company electronically generally by 9:30 a.m. ET, or such other time as may be established by Bank from time to time, on the business day following the business day the Exception Item is presented for payment. The Company shall promptly review the Exception Report each business day. The Company must timely notify Bank whether to pay or return each Exception Item before 3:00 p.m. ET, or such other cut-off time as may be established by the Bank from time to time, on the same business day the Exception Report is made available to the Company. If Company fails to failsto notify Bank of its instructions with respect to an Exception Item prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned. Payee Positive Pay Payee Positive Pay enhances the Bank’s Positive Pay Service by additionally comparing the payee name from the Presented Item against the payee name on the Issue Information. As part of the Issue Information, Company will also include the payee name. When items are presented for payment, in addition to comparing the check number and amount, the payee name will also be compared to the name presented in the Issue Information. Company will provide Bank with pay or return instructions for Exception Items that either do not have a payee match or that have a payee match but that do not match the MICR information provided by Company to Bank. In the event we are unable to perform the payee name comparison on any day that an item posts to your Account(s), the Payee Positive Pay Service will revert to Bank’s Positive Pay service for that day. Reverse Positive Pay Reverse Positive Pay allows Company to review all checks presented against its Accounts. Each business day, Bank will electronically send Company a file with a list of checks presented for payment the previous business day (“Reverse Positive Pay Report”). Checks that are presented over the counter for deposit will appear on the Reverse Positive Pay Report made available to the Company the second business day after the day of deposit. Checks that are presented over the counter for encashment are not eligible for Reverse Positive Pay. The Reverse Positive Pay Report will be made available by 9:30 a.m. ET. Company shall compare the information on the Reverse Positive Pay Report to the Company’s Issue Information. Company shall notify Bank no later than 3:00 p.m. ET whether to pay or return each item on the Reverse Positive Pay Report. If Company fails to notify Bank of its instructions with respect to an item on the Reverse Positive Pay Report prior to the established cut-off time, the Exception Item will be paid or returned in accordance with the Company’s default instructions. If no default instructions have been provided, the Exception Item will be returned.