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2023-236
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2023-236
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Last modified
11/21/2023 3:59:54 PM
Creation date
11/9/2023 2:39:04 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
10/31/2023
Control Number
2023-236
Agenda Item Number
8.K.
Entity Name
TD Bank
Subject
Cash Management Master Agreement for Banking and Lockbox Services
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the security procedures and other terms as set forth in the <br />Cash Management Master Agreement, regardless of whether <br />the communications or instructions are authorized. Bank <br />owns the Access Devices, and Customer may not transfer <br />them to any other person or entity. <br />6.7 Customer acknowledges and agrees that <br />the Access Devices and other security procedures applicable <br />to Customer's use of the Services and set forth in this <br />Appendix, as well as such security best practices as <br />described by Bank from time to time and made available on <br />the Bank Internet System, are a commercially reasonable <br />method for the purpose of verifying whether any Payment, <br />transfer or other use of the Services was initiated by <br />Customer. Customer also agrees that any election Customer <br />may make to change or waive any optional security <br />procedures recommended by Bank is at Customer's risk and <br />that any loss resulting in whole or in part from such change <br />or waiver will be Customer's responsibility. Customer <br />further acknowledges and agrees that the Access Devices are <br />not intended, and that it is commercially reasonable that the <br />Access Devices are not intended, to detect any errors relating <br />to or arising out of a Payment, transfer or any other use of <br />the Services. <br />6.8 If Customer has reason to believe that <br />any Access Devices have been lost, stolen or used (or may <br />be used) or that a Payment or other use of the Services has <br />been or may be made with any Access Devices without <br />Customer's permission, Customer must contact its <br />Administrator and Bank. In no event will Bank be liable for <br />any unauthorized transaction(s) that occurs with any Access <br />Devices, where such communications or instructions were <br />provided to Bank in accordance with the security procedures <br />and other terms as set forth in the Cash Management Master <br />Agreement. <br />6.9 Bank may, from time to time, propose <br />additional or enhanced security procedures to Customer. <br />Customer understands and agrees that if it declines to use any <br />such additional or enhanced procedures, it will be liable for any <br />losses that would have been prevented by such procedures. <br />Notwithstanding anything else contained in this Appendix, if <br />Bank believes immediate action is required for the security of <br />Bank or Customer funds, Bank may initiate additional security <br />procedures immediately and provide prompt subsequent notice <br />thereof to Customer. <br />7. Debiting Customer's Account(s). Customer <br />authorizes Bank to charge and automatically deduct the <br />amount of any Payment from Customer's Account(s) (or any <br />other Account that Customer maintains with Bank, if <br />necessary), in accordance with the Cash Management <br />Master Agreement and the Account Agreement. <br />8. Electronic Statements. <br />8.1 As an eTreasury user, and subject to <br />Bank's approval and applicable set-up and enrollment <br />requirements, Customer may elect to stop or resume the <br />mailing of paper statements for eligible Accounts by <br />requesting this feature from Bank. <br />8.2 Only Accounts accessible via the <br />Services may be enrolled for electronic statement delivery. <br />Eligible Accounts are displayed on the "Statements" page of <br />the Services. If Customer currently receives a consolidated <br />periodic statement that includes multiple Accounts and <br />Customer selects electronic statement delivery, all Accounts <br />shown on the consolidated statement will be automatically <br />enrolled for electronic statement delivery. For joint <br />Accounts, only one Account owner need enroll for electronic <br />statement delivery; provided, that each Account owner must <br />separately enroll if that Account owner wishes to receive and <br />have access to its Account statements electronically. <br />8.3 Customer's electronic statement will <br />generally be available within 24 hours after the statement <br />cut-off date. The statement cut-off date for Customer's <br />electronic statement is the same as Customer's paper <br />statement. Once made available as described herein, the <br />information contained in Customer's electronic statement <br />shall be deemed to have been delivered to Customer <br />personally, whether actually received or not. Customer may <br />view, print and download current statements and such period <br />of statement history as set forth on the Bank Internet System. <br />To view or print an electronic statement, Customer must <br />have an appropriate version of Adobe Acrobat software <br />installed on Customer's Computer sufficient to support <br />access to a PDF file. <br />8.4 At Customer's request, Bank will send <br />Customer a paper copy of Customer's electronic statement <br />previously delivered through the Services at any time. <br />Bank's standard fee then in effect and charged for paper <br />delivery of copies of Account statements will apply. A <br />request for a paper copy does not cause a termination of the <br />electronic statement feature. A paper copy can be obtained <br />until the copy is no longer required to be maintained by Bank <br />as a record for the designated Account under applicable law <br />or regulation. <br />8.5 Customer may revoke consent for the <br />electronic statement feature for Customer's Accounts at any <br />time by contacting Customer's Relationship Manager. <br />Electronic posting of Customer's electronic statement on the <br />Services' site and transmission of related email notices will <br />continue until: (i) termination of the electronic statement <br />feature; (ii) termination of Customer's designated Accounts <br />with Bank; or (iii) termination of this Appendix, the Cash <br />Management Master Agreement or Customer's use of the <br />Services. <br />8.6 Bank may discontinue the electronic <br />statements feature at any time in Bank's discretion and <br />resume mailing paper statements to Customer. Bank may <br />also add, modify or delete any feature of the electronic <br />statements feature in Bank's discretion. Bank will provide <br />Customer with notice of any change or termination in the <br />electronic statement feature in accordance with the terms of <br />the parties' Cash Management Master Agreement. <br />9. Alerts. <br />19 oj54 0522 <br />
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