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7. Notification of Exception Item; lmage of Exception Item. 7.1. Electronic Comparison. When Bank identifies an Exception Item through its electronic comparison process, Bank notifies Company of the Exception Item through the Exceptions Report Bank makes available to Company via Bank's Commercial Electronic or�ce�(cEO°j ponai. 7.2. Manual Review. When Bank manually reviews a Check in accordance with section 4 and identifies a payee name discrepancy, Bank will use its best efforts but in no event make more than one attempt to notify Company of the discrepancy by telephoning Company at the number Bank has on file for Company. 7.3. Holdover Exception Items. This subsection applies when Company has enrolled its Controlled Disbursement Account in Bank's Perfect Presentment Positive Pay Service. A °Holdover Exception Item" is an Exception item Bank identifies after Bank prepares and transmits the Exceptions Report to Company. Bank will use its best efforts but in no event make more than one attempt to notify Company of each Holdover Exception ltem by telephoning Company at the number Bank has on file for Company. T.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of any Exception Item (including a Holdover Exception Item)to Company, but Bank will have no liability if Bank is unable to do so prior to Company's Decision Deadline. 8. Default Options. A "Oefault Option" is the action Bank takes with respect to each Exception Listed in the Exceptions Report(see subsection 7.1) if Company does not instruct Bank to pay or retum it before the Decision Deadline applicable to it (see subsection 9.3). Bank offers two Default Options: (a) "Return", under which Bank returns the Exception Item to the bank of first deposit marked "refer to maker° even if Company validly issued the Exception Item (and does not charge it to Company's Account); or (b) "Pay", under which Bank charges the Exception Item to Company's Account(even if it is counterfeit, altered or not validly issued). 9. Company's Instructions to Bank; Failure to Instruct By Declsion Deadline. 9.1. Company's Pay or Return Decision. Company will make its pay or return decision based on the information about the serial number and amount of the Exception Item in the Exceptions Report, and if Company has elected Payee Validation, on any payee information Bank provides to Company. 9.2. Instructions P�ior to Decision Deadline. If, prior to Company's Decision Deadline, Company instruots Bank to pay or retum an Exception Item, Bank will follow Company's instructions (subject to section 13). For each Exception Item, Company will use the same communicaaons channel to instruct Bank that Bank used to notify Company of the Exception Item. If Bank included the Exception Item on the Exception Report Bank makes available to Company via the CEO portal, Company will use the CEO portal to communicate its instruction regarding the Exception Item to Bank. If Bank attempted to contact Company by telephone, Company will telephone Bank to communicate its instruction. 9.3. No Instructions Pr1or to Deciston Deadline. If Company does not instruct Bank prior to Company's Decision Deadline with respect to an Exception Item described in subsection 7.1, Bank will process the Check in accordance with Company's Default Option. If Bank is unable to obtain Company's instructions prior to the Decision Deadline regarding an Exception Item described in subsection 7_2, Bank will retum the TM-14f 8 lmape Positive Pay Sarvice Descriptlon Paqe 3�5 Revised 0�-3a2014 ATTY/AGR/2016.186NVELLS FARGO BANKING AGREEMENT