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24. TD Electronic Bill Payment Presentment & Payment Services (Appendix XXIV) ..... ❑ <br />25. TD Integrated Payables Processing Services (Appendix XXV)..................................❑ <br />25. TD Electronic Lockbox (Bill Payment Aggregation) Services (Appendix XXVI)...... ❑ <br />The "Cash Management Service(s) " or "Service(s) " shall hereafter mean the cash management service(s) identified above and <br />provided by Bank (and/or Bank's third -party service providers) to Customer pursuant to this Agreement,. the Appendices, <br />including Amended Appendices, as defined below, exhibits, Setup Form(s), and any service guides or manuals made available to <br />Customer by Bank. <br />Agreement <br />This Cash Management Master Agreement (this "Agreement") is by and between Bank and Customer. Bank agrees to provide to <br />Customer and Customer agrees to use certain Cash Management Services (as defined above) offered and approved by Bank for <br />Customer's use. Bank and Customer agree that the Cash Management Services will be governed by the general terms and <br />conditions of this Agreement and the rules and procedures applicable to each of the Services (collectively, the "Rules"). The <br />Rules are contained in the Appendices to this Agreement, and are hereby incorporated in and made a part of this Agreement. <br />By signing this Agreement, Customer agrees to be bound by the terms and conditions of this Agreement and all applicable <br />Appendices, as the same may be amended from time to time as further described below. This Agreement becomes effective with <br />respect to a Cash Management Service(s) described herein when this Agreement has been executed without modification by <br />Customer, and the Agreement becomes effective for any subsequent Cash Management Service(s) that Customer may wish to use <br />when any relevant Appendices have been executed without modification by Customer. Bank will provide use of a Cash <br />Management Service when Bank has received all required and properly executed agreements and forms and when Customer has <br />satisfactorily completed Bank's implementation, testing and training requirements, if any, in the use of the Service(s). Customer <br />may not modify any portion of this Agreement or any Appendices to this Agreement without Bank's prior written consent and <br />agreement, and any attempt by Customer to do otherwise shall render Customer's Agreement null and void. <br />The following terms and conditions are applicable to all Cash Management Services provided to Customer.hereunder. <br />1. Definitions. Capitalized terms used in this <br />Agreement and in any Appendix, unless otherwise defined <br />herein or therein, shall have the meanings set forth below. <br />"Access Devices" means collectively all security, <br />identification and authentication mechanisms, including, <br />without limitation, security codes or tokens, PINs, <br />electronic identities or signatures, encryption keys and/or <br />individual passwords associated with or necessary for <br />Customer's access to and use of any Cash Management <br />Services. <br />`Account" means an Account, as such term is <br />defined in the Account Agreement, used in connection with <br />any Cash Management Services. <br />"Account Agreement" means the Business <br />Deposit Account Agreement issued by Bank and governing <br />Customer's deposit relationship with Bank, as the same <br />may be amended from time to time. <br />"Affiliate(s)" means, with respect to any party, <br />any company controlled by, under the control ofa or under <br />common control with such party. <br />'Amended Appendix"means an amendment to an <br />Appendix that supplements or revises, but does not revoke <br />in its entirety, a prior Appendix for a particular Service. <br />sOf5R <br />"Appendix" means a description of the rules and <br />procedures applicable to a particular Service to be provided <br />by Bank to Customer. Each such Appendix, including any <br />Amended Appendix, is incorporated herein by reference <br />and made a part hereof, and all references herein to <br />Agreement shall be deemed to include all Appendices <br />unless otherwise expressly provided. If there is any <br />conflict between the provisions of this Agreement and any <br />Appendix or Amended Appendix, the Appendix or <br />Amended Appendix shall govern, but only to the extent <br />reasonably necessary to resolve such conflict. <br />"Authorized Representative" means a person <br />designated by Customer as an individual authorized to act <br />on behalf of Customer with respect to certain matters <br />and/or authorized to access and use the Services, as <br />evidenced by certified copies of resolutions from <br />Customer's board of directors or other governing body, if <br />any, or other certificate or evidence of authority <br />satisfactory to Bank, including, without limitation, any <br />Customer enrollment or Setup Form(s) completed by <br />Customer. <br />"Bank Internet System" means Bank's Internet - <br />based electronic information delivery and transaction <br />initiation system, as may be offered by Bank from time to <br />time, including but not limited to Bank's eTreasury <br />Services. <br />!0916 <br />25 <br />