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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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Uniform Commercial Code, Bank shall be entitled to rely <br />upon the numbers supplied by Customer to identify banks, <br />payees (beneficiaries) and other parties to the wire transfer, <br />even if those numbers disagree or are inconsistent with the <br />names of those parties as provided by Customer. Bank and <br />any other receiving financial institution shall have no <br />obligation to determine whether a name and number identify <br />the same person or institution. Customer acknowledges that <br />payment of an order or related instructions may be made by <br />the payee's (beneficiary's) bank on the basis of an <br />identifying or bank account number even if it identifies a <br />person different from the named payee (beneficiary). <br />9. Payment; Authorization to Charge Account. <br />Customer agrees to pay Bank the amount of each wire <br />transfer received from Customer on the Business Day Bank <br />executes said wire transfer or at such other time as Bank may <br />determine. Bank will validate that sufficient funds are <br />available in Customer's Account prior to a wire transfer <br />being executed. Generally, if sufficient funds are not <br />available in Customer's Account, the wire transfer will not <br />be executed by Bank. Bank may, without prior notice or <br />demand, obtain payment of the amount of each wire transfer <br />by debiting the Account designated. In the event there are <br />not sufficient funds available in the Account, Bank also <br />reserves the right to debit any other Account that Customer <br />maintains with Bank. <br />10. Wire Confirmation; Account Reconciliation. <br />Customer may confirm the execution of a wire transfer via <br />the Bank Internet System. Completed wire transfers will also <br />be reflected in Customer's periodic Account statement. <br />Customer acknowledges and agrees that Bank is not <br />obligated to provide Customer with a separate advice or <br />notice for each completed wire transfer. If Customer <br />requests that Bank provide a special notice and Bank agrees <br />to do so, Bank reserves the right to impose a Service Fee for <br />such notice in accordance with the Cash Management <br />Master Agreement. <br />11. Service Providers. Bank may use a service <br />provider to perform, as Bank's agent, all or any portion of <br />Bank's obligations under this Appendix. Customer may be <br />required to direct wire transfers and other requests to said <br />provider. <br />12. Bank Reliance; Authentication. <br />12.1 Bank shall be entitled to rely in good <br />faith on communications it receives as being given or sent <br />by an Authorized Representative and as being genuine and <br />correct. Bank shall not be liable to Customer for the <br />consequences of such reliance. <br />12.2 BANK MAY TAKE SUCH <br />ADDITIONAL STEPS AND IMPLEMENT SUCH <br />PROCEDURES AS IT MAY DEEM APPROPRIATE <br />TO VERIFY THE AUTHENTICITY OF ANY WIRE <br />TRANSFER BANK MAY DELAY THE EXECUTION <br />OF ANY WERE TRANSFER PENDING <br />COMPLETION OF A CALL-BACK, OR RECEIPT OF <br />ANOTHER FORM OF VERIFICATION WHICH IS <br />SATISFACTORY TO BANK. IF BANK IS UNABLE <br />TO OBTAIN SATISFACTORY VERIFICATION, <br />BANK, IN ITS SOLE DISCRETION, MAY REFUSE <br />TO EXECUTE ANY WIRE TRANSFER. In no event <br />shall Bank be liable for any delay in executing a wire transfer <br />or for failure to execute a wire transfer due to the absence of <br />satisfactory verification. <br />12.3 Bank may electronically record any <br />telephone conversations between Bank personnel and <br />Customer with respect to the Services, in accordance with <br />applicable law. <br />12.4 Wire transfer transactions are subject to <br />all the foregoing and all regulations governing electronic <br />transactions, including but not limited to Article 4A of the <br />Uniform Commercial Code. <br />13. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank under <br />this Appendix shall in all cases be subject to the provisions <br />of the Cash Management Master Agreement, including, <br />without limitation, any provisions thereof that exclude or <br />limit warranties made by, damages payable by or remedies <br />available from Bank. This Appendix replaces and <br />supersedes all prior agreements on file with respect to the <br />Services and shall remain in full force and effect until <br />termination or such time as a different or amended Appendix <br />is accepted in writing by Bank or the Cash Management <br />Master Agreement is terminated. <br />HC# 4811-7511-8896 v.1 35 of 54 0621 <br />
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