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 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 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 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 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 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 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 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 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 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 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.