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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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will receive notice of each return attempt and be responsible for <br />any associated fees. Customer's account will be setoff for the <br />amount of the returned Debit Entry after the final attempt to <br />Auto-Redeposit the Entry is determined by Bank to be <br />unsuccessful. <br />13. Cancellation or Amendment by Customer. <br />Customer shall have no right to cancel or amend any Entry <br />or file after its receipt by Bank. However, if such request <br />complies with the Security Procedures applicable to the <br />cancellation of data, Bank shall use reasonable efforts to act <br />on a request by Customer for cancellation of an Entry prior <br />to transmitting it to the ACH Operator, or in the case of an <br />On -Us Entry, prior to crediting or debiting a Receiver's <br />account, but Bank shall have no liability if such cancellation <br />is not effected. Customer shall reimburse Bank for any <br />expenses, losses, or damages Bank may incur in effecting or <br />attempting to effect the cancellation or amendment of an <br />Entry. <br />14. Reversing Entries/Files. If Customer discovers <br />that any Entry or file Customer has initiated was in error, it <br />may use the Services to correct the Entry or file by initiating <br />a reversal or adjustment, or Customer may notify Bank of <br />such error and Bank will utilize reasonable efforts on behalf <br />of Customer, consistent with the NACHA Rules, to correct <br />the Entry or file by initiating a reversal or adjustment of such <br />Entry or file. In all such cases, it shall be the responsibility <br />of Customer to notify the affected Receiver that an Entry or <br />file has been made which is at variance with the <br />authorization or is otherwise erroneous. Customer <br />indemnifies Bank against any claim by any Receiver that a <br />reversing Entry or file requested by Customer is wrongful. <br />Customer understands and acknowledges that certain RDFIs <br />may not or cannot comply with such reversal and that, in <br />such an event, Bank will debit Customer's Settlement <br />Account in the amount of the provisional credit applied to <br />the Settlement Account for such Entry or file. <br />15. Notice of Returned Entries. Bank will use <br />reasonable efforts to notify Customer by electronic <br />transmission of the receipt of a returned Entry from the ACH <br />Operator no later than one (1) Business Day after the <br />Business Day of such receipt. Except for an Entry re- <br />transmitted by Customer in accordance with the <br />requirements of Section 5, Transmittal of Entries by <br />Customer, or the enrollment in Bank's Auto-Redeposit service <br />for ACH Debit Entries, Bank shall have no obligation to re- <br />transmit a returned Entry to the ACH Operator if Bank <br />complied with the terms of this Appendix with respect to the <br />original Entry. <br />16. Notifications of Change. Bank will use <br />reasonable efforts to notify Customer of each Notification of <br />Change ("NOC") or Corrected Notification of Change <br />("Corrected NOC") received by Bank related to Entries <br />transmitted by Customer within two (2) Business Days after <br />receipt thereof. Customer shall ensure that changes <br />requested by the NOC or Corrected NOC are made within <br />six (6) Business Days of Customer's receipt of the NOC or <br />Corrected NOC information from Bank or prior to initiating <br />another Entry to the Receiver's account, whichever is later. <br />In the event that Customer has not updated the NOC, the <br />Bank will undertake this convection on the Customer's <br />behalf, before each subsequent Entry is placed into the <br />Network, in order to be compliant with the NACHA Rules. <br />Bank will access a fee for updating the NOC as outlined in <br />the fee schedule. <br />17. Pre -Notification and Rejection of Pre - <br />Notification. Bank recommends that, as permitted by the <br />NACHA Rules or applicable law, Customer send pre - <br />notifications at least three (3) Business Days prior to <br />initiating an authorized Entry to a particular account in a <br />format and medium approved by the NACHA Rules. <br />Customer may also initiate a new pre -notification (i) when <br />any changes are made to an account number, financial <br />institution, or individual identification number or (ii) as <br />otherwise stated in the NACHA Rules. Customer understands <br />and acknowledges that once a pre -notification has been <br />initiated using the Services, Customer will be restricted from <br />initiating any Entry to such customer(s) for three (3) <br />Business Days. <br />18. Participant Authorization for Entries. <br />18.1 To the extent required by the NACHA <br />Rules or applicable law, Customer will obtain all consents <br />and written authorizations for all Entries in accordance <br />therewith. Such authorizations and any related disclosures <br />shall be in a form that complies with (i) all requirements of <br />the NACHA Rules and (ii) all applicable federal and state <br />laws and regulations, as the same may be amended from time <br />to time, including, without limitation, any applicable <br />requirements of Regulation E, the Federal Electronic Funds <br />Transfer Act, and sanctions enforced by OFAC. Customer <br />shall obtain and maintain current information regarding <br />OFAC enforced sanctions. (This information may be <br />obtained directly from the OFAC Compliance Hotline at <br />(800) 540-OFAC or by visiting the OFAC website at <br />www.ustreas.eov/ofac.) Each Entry will be made according to <br />such authorization and shall comply with the NACHA Rules. <br />No Entry will be initiated by Customer after such authorization <br />has been revoked or the arrangement between Customer and <br />such Receiver or other party has terminated. <br />18.2 Customer shall retain all consents and <br />authorizations for the period required by the NACHA Rules. <br />Customer will famish to Receiver, or to Bank upon its <br />request, an original or a copy of an authorization as required <br />under or for any purpose required by the NACHA Rules. No <br />investigation or verification procedure undertaken by Bank <br />shall be deemed to limit or waive Customer's obligations <br />under this Section. <br />19. Re-initiation of Entries. Customer may not re- <br />initiate Entries except as prescribed by the NACHA Rules. <br />20. Payment by Customer for Entries; Payment <br />by Bank for Entries. <br />20.1 Except as may otherwise be agreed by <br />Bank in its sole and exclusive discretion, Customer shall pay <br />Bank the amount of each credit Entry transmitted by Bank <br />pursuant to this Appendix at such time on the date of <br />CAP ID 88442 0722 <br />
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