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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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Bank and communicated to Customer, or to otherwise <br />monitor or audit Customer's use of the Services and <br />compliance with this Appendix. Customer will also notify <br />Bank of any change in transaction volumes or financial <br />condition that may have an effect on this Appendix or <br />Customer's use of the Services. <br />5.7 Customer shall also request permission from Bank <br />in advance of any change in locations at which the Services <br />are used or change in the physical location or address of any <br />Hardware from its original Bank -approved location or <br />address, which permission Bank may grant or refuse in its <br />sole and exclusive discretion. In addition to but not in lieu <br />of the foregoing, Customer shall request advance permission <br />from Bank prior to using the Services and/or any Hardware <br />outside the continental United States and/or outside of those <br />states (including the District of Columbia) in which Bank <br />operates from time to time. Bank may grant or decline such <br />request in its sole and exclusive discretion and in <br />consideration of applicable law. <br />5.8 Both Customer and the clients with <br />whom it does business are reputable and are not using Bank <br />as a conduit for money laundering or other illicit purposes. <br />5.9 None of Customer's transactions to be <br />processed by Bank are prohibited by any applicable law, <br />regulation, order, rule or judgment. <br />5.10 Customer Electronic Files will not <br />contain viruses that originate from Customer's Computer, in <br />accordance with the requirements of Section 7 of the Cash <br />Management Master Agreement. <br />5.11 None of Customer's employees are a <br />national of a designated blocked country or "Specially <br />Designated National", "Blocked Entity", "Specially <br />Designated Terrorist", "Specially Designated Narcotics <br />Trafficker", or "Foreign Terrorist Organizations" as defined <br />by the United States Office of Foreign Assets Control. <br />5.12 Customer is responsible for <br />implementing operational controls and risk -monitoring <br />processes, as well as conducting periodic self -assessments of <br />the security of the Services and its processes and practices <br />with regard to use of the Services. <br />6. Deposit and File Limits. Customer's use of the <br />Services is limited as more particularly described in the <br />Services' Setup Form(s), and as the parties may otherwise <br />agree from time to time. Such limits may include but are not <br />limited to, e.g., maximum total daily dollar amounts; <br />maximum per item dollar amounts; maximum percentage of <br />monthly transactions returned; and maximum number of <br />items to be deposited per day. <br />Administrator(s) and Authorized Users. <br />7.1 Customer may designate <br />Administrator(s) relative to the Services, as set forth in the <br />Services' Setup Form(s). Customer is solely responsible for <br />designating its Administrator(s). Customer agrees to <br />provide Bank, upon Bank's request, with any certificate or <br />documentation that is acceptable to Bank specifying the <br />name of the person who is authorized to be designated as <br />Administrator(s) from time to time. <br />7.2 The Administrator(s) may designate <br />other Administrators and/or Authorized Users. Customer <br />accepts as its sole responsibility an Administrator's <br />designation of other Administrators and Authorized Users. <br />Customer understands that the Administrator(s) will control, <br />and Customer authorizes the Administrator(s) to control, <br />access by other Administrator(s) and Authorized Users of <br />the Services through the issuance of passwords. The <br />Administrator(s) may add, change or terminate Customer's <br />Authorized Users from time to time and in his/her sole <br />discretion. Bank does not control access by any of <br />Customer's Authorized Users to any of the Services. <br />7.3 Customer will require each <br />Administrator and each Authorized User to comply with all <br />provisions of this Appendix and all other applicable <br />agreements. Customer acknowledges and agrees that it is <br />fully responsible for the failure of any Administrator or any <br />Authorized User to so comply. <br />7.4 Whenever any Authorized User leaves <br />Customer's employ or Customer otherwise revokes the <br />authority of any Authorized User to access or use the <br />Services, Customer must notify the Administrator <br />immediately, and the Administrator is solely responsible for <br />de -activating such Authorized User's password. Whenever <br />an Administrator leaves Customer's employ or Customer <br />otherwise revoke an Administrator's authority to access or <br />use the Services, Customer remains fully responsible for all <br />use of the passwords and the Services. <br />8. Security Procedures. <br />8.1 Upon successful enrollment, Customer <br />can access the Services via the Services Site, or any website <br />that Bank may designate from time to time, using the <br />security procedures as described from time to time. Bank <br />will provide Customer with an organizational or User ID that <br />is the electronic identification, in letters and numerals, <br />assigned to Customer by Bank that will be used for log -in by <br />Customer's Administrator(s) and Authorized User(s). Bank <br />will also provide the Administrator(s) initially designated by <br />Customer with an initial individual password to gain access <br />to the Services. The Administrator(s) and Authorized <br />User(s) must change his or her individual password from <br />time to time for security purposes, as prompted by the <br />Services Site, or more frequently. <br />8.2 Customer acknowledges that <br />Administrator(s) will, and Customer authorizes <br />Administrator(s) to, select other Administrators and <br />Authorized Users by issuing to any person an individual <br />password. Customer further acknowledges that <br />Administrator(s) may, and Customer authorizes <br />Administrator(s) to, change or de -activate the individual <br />password and/or any individual password from time to time <br />and in his or her sole discretion. <br />8.3 Customer acknowledges that, in <br />addition to the above individual passwords, access to the <br />Services includes, as part of the Access Devices, a multi- <br />factor authentication security procedure at log -in for <br />Customer, including Administrator(s) and Authorized Users. <br />HC# 4813-6071-1503 v.1 45 of 54 0520 <br />
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