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24. TD Electronic Bill Payment Presentment & Payment Services (Appendix XXM .... ❑ 25. TD Integrated Payables Processing Services (Appendix XXV).................................. ❑ 26. TD Electronic Lockbox (Bill Payment Aggregation) Services (Appendix XXVI)..... ❑ 27. TD Paymode-X Services (Appendix XXVII)............................................................. ❑ 28. TD Integrated Receivables Services (Appendix XXVIII)........................................... ❑ The "Cash Management Service(s) " or "Service(s) " shall hereafter mean the cash management service(s) identified above and provided by Bank (and/or Bank's third -party service providers) to Customer pursuant to this Agreement, the Appendices, including Amended Appendices, as defined below, exhibits, Setup Form(s), and any service guides or manuals made available to Customer by Bank. Agreement This Cash Management Master Agreement (this "Agreement") is by and between Bank and Customer. Bank agrees to provide to Customer and Customer agrees to use certain Cash Management Services (as defined above) offered and approved by Bank for Customer's use. Bank and Customer agree that the Cash Management Services will be governed by the general terms and conditions of this Agreement and the rules and procedures applicable to each of the Services (collectively, the "Rules'). The Rules are contained in the Appendices to this Agreement, and are hereby incorporated in and made a part of this Agreement. By signing this Agreement, Customer agrees to be bound by the terms and conditions of this Agreement and all applicable Appendices, as the same may be amended from time to time as further described below. This Agreement becomes effective with respect to a Cash Management Service(s) described herein when this Agreement has been executed without modification by Customer, and the Agreement becomes effective for any subsequent Cash Management Service(s) that Customer may wish to use when any relevant Appendices have been executed without modification by Customer. Bank will provide use of a Cash Management Service when Bank has received all required and properly executed agreements and forms and when Customer has satisfactorily completed Bank's implementation, testing and training requirements, if any, in the use of the Service(s). Customer may not modify any portion of this Agreement or any Appendices to this Agreement without Bank's prior written consent and agreement, and any attempt by Customer to do otherwise shall render Customer's Agreement null and void. The following terms and conditions are applicable to all Cash Management Services provided to Customer hereunder. 1. Definitions. Capitalized terms used in this Agreement and in any Appendix, unless otherwise defined herein or therein, shall have the meanings set forth below: "Access Devices" means collectively all security, identification and authentication mechanisms, including, without limitation, security codes or tokens, PINs, electronic identities or signatures, encryption keys and/or individual passwords associated with or necessary for Customer's access to and use of any Cash Management Services. "Account" means an Account, as such term is defined in the Account Agreement, used in connection with any Cash Management Services. "Account Agreement" means the Business Deposit Account Agreement issued by Bank and governing Customer's deposit relationship with Bank, as the same may be amended from time to time. "Affiliate(s)" means, with respect to any party, any company controlled by, under the control of, or under common control with such party. "Amended Appendix" means an amendment to an Appendix that supplements or revises, but does not revoke in its entirety, a prior Appendix for a particular Service. "Appendix" means a description of the rules and procedures applicable to a particular Service to be provided by Bank to Customer. Each such Appendix, including any Amended Appendix, is incorporated herein by reference and made a part hereof, and all references herein to Agreement shall be deemed to include all Appendices unless otherwise expressly provided. If there is any conflict between the provisions of this Agreement and any Appendix or Amended Appendix, the Appendix or Amended Appendix shall govern, but only to the extent reasonably necessary to resolve such conflict. "Authorized Representative" means a person designated by Customer as an individual authorized to act on behalf of Customer with respect to certain matters and/or authorized to access and use the Services, as evidenced by certified copies of resolutions from Customer's board of directors or other governing body, if any, or other certificate or evidence of authority satisfactory to Bank, including, without limitation, any Customer enrollment or Setup Form(s) completed by Customer. 2 of54 1018