Laserfiche WebLink
Bank <br />APPENDIX XIII <br />TD ZERO BALANCE ACCOUNT SERVICES <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Zero <br />Balance Account Services (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. <br />11 Customer will designate a primary <br />checking Account (the "ZBA Parent Account"), and one or <br />more secondary Accounts (the "ZBA Sub -Accounts"). <br />1.2 Through the Services, Customer <br />authorizes Bank to transfer funds between the ZBA Parent <br />Account and ZBA Sub -Accounts in order to bring the <br />respective balances of the ZBA Sub-Account(s) to the pre- <br />selected target balance(s), as set forth in the Services' Setup <br />Form(s). <br />1.3 Customer may select a target balance <br />for each Sub -Account in the amount of 50 or a pre -defined <br />collected or ledger balance amount. <br />1.4 Each ZBA Sub -Account's daily <br />balance in excess of the target balance, including both <br />collected and uncollected balances, will be transferred <br />automatically to the ZBA Parent Account, unless Customer <br />elects to transfer daily collected balances only. <br />1.5 In the event the daily balance in any <br />ZBA Sub -Account is less than the target balance, sufficient <br />funds from the ZBA Parent Account will, to the extent <br />available, be transferred to the ZBA Sub -Account to reach <br />the target balance. <br />1.6 Bank is under no obligation to transfer <br />funds to any one or more ZBA Sub -Accounts to the extent <br />that such transfer(s) would cause an overdraft of collected <br />balances in the ZBA Parent Account. Bank may, in its sole <br />discretion, determine the priority in which funds from the <br />ZBA Parent Account are applied to ZBA Sub-Account(s). <br />1.7 Customer agrees that Bank is not acting <br />as a fiduciary with respect to funds in either the ZBA <br />Parent Account or in any ZBA Sub -Account. <br />1.8 If any of the ZBA Sub -Accounts are <br />owned by an Affiliate of Customer, then (1) Customer <br />represents and warrants it has all necessary power and <br />authonty to transfer funds into and out of such ZBA Sub- <br />Account(s), and (2) Customer will indemnify Bank from <br />any claim by any owner(s) of such ZBA Sub-Account(s) or <br />any third party with respect to a transfer into or out of such <br />ZBA Sub-Account(s). <br />2. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank <br />under this Appendix shall in all cases be subject to the <br />provisions of the Cash Management Master Agreement, <br />including, without limitation, any provisions thereof that <br />exclude or limit warranties made by, damages payable to or <br />remedies available from Bank. This Appendix replaces and <br />supersedes all prior agreements on file with respect to the <br />Services and shall remain in full force and effect until <br />termination or such time as a different or amended <br />Appendix is accepted in writing by Bank or the Cash <br />Management Master Agreement is tenninated. <br />Remainder of page intentionally left blank. <br />{W1040745.1) 49 of .58 <br />P63 <br />