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1D <br />Internal <br />CONFIDENTIAL <br />FIRST AMENDMENT TO <br />MERCHANT PROCESSING APPLICATION AND AGREEMENT <br />This First Amendment (the "Amendment") to the Merchant Processing Application and <br />Agreement ("MPA") is made and entered into as of ("Effective Date"), by <br />and between TD Bank, N.A. ("Bank") and ("Merchant", "you" or <br />"your"). Merchant and Bank may be collectively referred to herein as the "Parties" or individually as a <br />"Party." Capitalized terms not defined in this Amendment have the meanings given to them in the MPA. <br />Details outlined within the Amendment take precedence over any contradictory details contained within <br />the MPA as well as the General Terms & Conditions. <br />RECITALS <br />WHEREAS, Merchant and Bank have entered into, or are entering into in conjunction with this <br />amendment, the MPA; <br />WHEREAS, Merchant and Bank desire to amend the MPA in accordance with the terms and <br />conditions of this Amendment; <br />NOW THEREFORE, in consideration of the mutual covenants set forth below, Bank and <br />Merchant hereby agree as follows: <br />AGREEMENT <br />1. No Personal Guarantee <br />Notwithstanding any provision of the MPA to the contrary, the Parties agree and acknowledge <br />that the MPA shall not require any personal guarantee. Any reference to a personal guarantee or personal <br />guarantee shall be given no effect. Any signatory to the MPA signs only in their official capacity of the <br />legal entity, Merchant or Bank as applicable, and not in their personal capacity. <br />2. Amendment to Part I: Confirmation Page, Your Responsibilities, Paragraph (b) <br />Your Responsibilities, Paragraph (b) of the MPA, Part I: Confirmation Page, is hereby deleted <br />and replaced in its entirety with the following new Paragraph (b): <br />b) Intentionally Omitted. <br />3. Amendment to Part II: General Terms & Conditions, Section 2.2 <br />Section 2.2 of the MPA, Part II: General Terms & Conditions, is hereby amended to address a <br />scrivener's error by inserting the word "have" such that the first sentence reads as follows: <br />If you have otherwise been approved for accepting American Express or WEX, your <br />American Express and WEX transactions will be processed through and funded by <br />American Express or WEX (as applicable). <br />4. Amendment to Part II: General Terms and Conditions, Section 4.3. <br />Confidential Page 1 of 5 <br />