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2016-204
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Entry Properties
Last modified
12/8/2016 2:26:27 PM
Creation date
12/8/2016 2:26:09 PM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
12/06/2016
Control Number
2016-204
Agenda Item Number
8.B.
Entity Name
TD Bank N.A.
Subject
Cash management Master Agreement
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A TRUv CLARY <br /> GERW-JCATION ON LAST PAGE <br /> J.R. SMITH, CLERIC <br /> date requested by Customer, not on the date Customer entities or countries restricted by government regulation or <br /> entered the transaction using the Services. prior Bank experience with particular countries. To the <br /> extent not otherwise prohibited by law, in connection with <br /> 3.3 Bank may handle wire transfers any international wire transfer(s)involving a transfer to or <br /> received from Customer in any order convenient to Bank, from any country outside of the U.S., Customer agrees to <br /> regardless of the order in which they are received. release and hold Bank harmless from any loss or liability <br /> which Customer may incur after Bank has executed the <br /> 4. International Wires. international wire transfer(s), including without limitation, <br /> any loss due to failure of a foreign bank or intermediary to <br /> 4.1 International wire transfers(non-U.S. deliver the funds to a beneficiary. <br /> receivers) of foreign currency initiated and approved by <br /> Bank's cut-off time for international wire transfers of 5. Cancellation and Amendment of a Wire. An <br /> foreign currency on a Business Day, and an international Authorized Representative may request that Bank attempt <br /> wire transfer of U.S. currency initiated and approved by to cancel or amend a wire transfer previously received from <br /> Bank's cut-off time for international wire transfers of U.S. Customer. If a cancellation or amendment request is <br /> currency on a Business Day will be processed within the received by Bank before the wire transfer is executed and <br /> industry standard delivery time(in most, but not all cases, with sufficient time to afford Bank an opportunity to act <br /> two (2) Business Days). Foreign wire transfers may be upon Customer's request, Bank may, on its own initiative <br /> subject to delays based on time-zone issues; the remote but without obligation,make a good faith effort to act upon <br /> location of the recipient bank; cultural differences with such request. In the event Customer's cancellation or <br /> respect to holidays and times of observation, etc.; and amendment request is received after execution of <br /> incorrect or incomplete information being supplied by Customer's wire transfer request,Bank will attempt to have <br /> Customer. the wire transfer returned. Notwithstanding the foregoing, <br /> Bank shall have no liability for the failure to effect a <br /> 4.2 Bank shall send Customer's authorized cancellation or amendment, and Bank makes no <br /> and authenticated wire transfers to foreign banks through representation or warranty regarding Bank's ability to <br /> any bank which is a member of Bank's correspondent amend or cancel a wire transfer. Customer agrees to <br /> network. Neither Bank nor any of Bank's correspondents indemnify Bank against <br /> any loss liability or expense which <br /> shall be liable for an errors delays or defaults i Y is in the Bank incurs as a result <br /> Y of the request to cancel or amend a <br /> transfer of any messages in connection with such a foreign wire transfer and the actions Bank takes pursuant to such <br /> wire transfer by any means of transmission. If the wire request. <br /> transfer is of currency other than that of the country to <br /> which it is being transferred, it shall be payable in the 6. Notice of Rejection or Return. Bank shall have <br /> currency of the country of the recipient financial institution, no liabilityfor wire transfers sent b Bank as directed b <br /> Y Y <br /> unless the payee arranges otherwise. If the wire transfer is Customer which cannot be completed or which are returned <br /> received by Bank prior to any cut-off time established from due to incorrect information furnished by Customer. <br /> time <br /> to time, the currency exchange shall be made at the Customer is required to fully complete beneficiary name, <br /> rate quoted by Bank at the time of the wire transfer. and address, as beneficiary bank may elect to return an <br /> otherwise valid wire transfer for incomplete beneficiary <br /> 4.3 Bank makes no guarantee or information. Bank may reject or impose conditions that <br /> representation as to the availability of funds at the foreign must be satisfied before it will accept Customer's <br /> destination. Bank makes no express or implied warranty as instructions for any wire transfer, in its sole discretion, <br /> to the time or date the wire transfer will arrive at the including without limitation Customer's violation of this <br /> receiving bank,the amount of any fees to be charged by the Appendix, Customer's failure to maintain a sufficient <br /> receiving bank or the time or date the beneficiary will Account balance, or Bank's belief that the wire transfer <br /> receive credit for funds. may not have in fact been authorized. A wire transfer may <br /> also be rejected by an intermediary or beneficiary bank <br /> 4.4 Customer understands and other than Bank,or by operation of law.If a wire transfer is <br /> acknowledges that if the named beneficiary does not match rejected by Bank,Bank will notify Customer by telephone, <br /> the account at the receiving bank, there is a risk the by electronic means,by facsimile or by mail,depending on <br /> beneficiary may not receive the wired funds. If the transfer the method of origination. Upon rejection or return,Bank <br /> is not received or credited in a timely manner, Bank will shall have no further obligation to act upon a wire transfer, <br /> follow normal and customary procedures to complete the nor shall Bank have any liability to Customer due to <br /> wire transfer, determine the location of the wired funds rejection by another person in the wire transfer process, or <br /> and/or return the funds to Customer. If Bank is unable to the fact that notice was not given or was not given at an <br /> determine that the funds have been credited to the earlier time, or within any specified time of receipt, <br /> beneficiary's account or have the funds returned,Customer acceptance,execution or payment of any wire transfer. <br /> assumes all financial liability or risk of loss for the amount <br /> of the wire transfer. 7. Security Procedure. <br /> 4.5 International wire transfers are subject 7.1 Customer agrees that the security <br /> to any and all applicable regulations and restrictions of U.S. procedures used by Customer and set forth or incorporated by <br /> and foreign governments relating to foreign exchange reference in this Appendix and/or associated documents, <br /> transactions. Bank has no obligation to accept any including but not limited to the Bank Internet System <br /> international wire transfer(s)directed to or through persons, Appendix, are a commercially reasonable method of <br /> HC#4852-0802-1554 33 of S8 0614 <br />
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