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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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Authorizations related to the Authorized Account(s) online <br />via the Services' module of the Bank Internet System. Such <br />changes shall become effective on the next Business Day <br />following the day on which the changes were made by <br />Customer. Each Business Day, Bank will provide an <br />updated list of successfully processed ACH Authorizations <br />to Customer via the Services. In the event Customer submits <br />a change or addition to the ACH Authorizations that is <br />incomplete, contains an error or that cannot otherwise be <br />processed by Bank, Bank will use commercially reasonable <br />efforts to notify Customer on the next Business Day that the <br />associated ACH Authorization(s) has been rejected. Until <br />such time as Customer reviews and corrects it, the rejected <br />ACH Authorization(s) will not appear on the updated list of <br />successfully processed ACH Authorizations that Customer <br />receives. <br />3.4 In the event Customer fails to fully and <br />accurately populate or complete all requested fields <br />associated with the ACH Authorizations, the following will <br />also apply: <br />(a) If Customer does not insert a <br />specified maximum dollar amount, then no maximum dollar <br />amount shall apply with respect to the applicable ACH <br />Entry(ies) or transaction(s) subject to the ACH <br />Authorization(s). <br />(b) If Customer does not insert a <br />specified expiration date, then no expiration date shall apply <br />to the applicable ACH Entry(ies) or transaction(s) subject to <br />the ACH Authorization(s). <br />4. Processing of ACH Entries and Reporting of <br />Exception Entries. Bank will electronically compare each <br />ACH Entry presented to Bank for settlement against <br />Customer's Authorized Account(s) on a Business Day <br />(including those presented by other depository institutions, <br />ACH Operators or by Bank) with Customer's ACH <br />Authorizations. In accordance with that review, on each <br />Business Day, Bank will: <br />(a) allow incoming ACH Entries <br />that match Customer's ACH Authorizations <br />to post to Customer's Authorized Account(s); <br />and <br />(b) treat as Exception Entries all incoming ACH <br />Entries that do not match Customer's ACH Authorizations <br />and will provide to Customer, through the Bank Internet <br />System, a listing of all Exception Entries that are otherwise <br />scheduled for Return Default Disposition. Customer must <br />monitor, review and issue a Pay Decision or Return Decision <br />on each Exception Entry reported through the Bank Internet <br />System by the pre -established deadline set forth within the <br />Services. Customer may also set up alerts to be sent to <br />Customer by a pre -established time each Business Day <br />advising Customer whether or not there are any Exception <br />Entries to be reviewed that Business Day. <br />5. Payment and Dishonor of Exception Entries. <br />5.1 Customer may choose to confirm the <br />Return Default Disposition of individual Exception Entries <br />presented via the Services by providing a Return Decision to <br />Bank by the pre -established deadline set forth within the <br />Services, in which case such Exception Entries will be <br />automatically returned to the Originator. <br />5.2 Customer may choose to override the <br />Return Default Disposition of individual Exception Entries <br />presented via the Services by providing a Pay Decision to <br />Bank by the pre -established deadline set forth within the <br />Services, in which case such Exception Entries will be <br />paid/posted to Customer's Authorized Account(s) at the end <br />of the current Business Day. <br />5.3 Customer may choose not to or may <br />otherwise fail to review and provide a Pay Decision or a <br />Return Decision for any Exception Entries by the pre- <br />established deadline, in which case the Return Default <br />Disposition will apply and all such Exception Entries will be <br />automatically returned to the Originator. <br />6. Customer and Bank Communications. <br />6.1 Customer shall use the Services' module <br />of the Bank Internet System to report all Pay Decisions or <br />Return Decisions. Bank shall not be obligated to comply <br />with any Pay Decision or Return Decision received in a <br />format or medium, after a pre -established deadline, or at a <br />place not permitted under this Appendix or the Services' <br />Setup Form(s), and may instead treat any such <br />communication from Customer as a Return Decision or <br />otherwise apply the Return Default Disposition to such <br />communication. <br />6.2 Bank is not responsible for detecting <br />any Customer error contained in any ACH Entries presented, <br />decisioned, returned or processed, or in any Pay Decision or <br />Return Decision by Customer. <br />6.3 In the event that Bank is unable to <br />provide Customer with a listing of Exception Entries through <br />the Bank Internet System for Customer's Pay Decision or <br />Return Decision as described in Section 4, the Return <br />Default Disposition shall apply in accordance with <br />Customer's previously established ACH Authorizations. <br />6.4 Customer's ACH Authorizations <br />hereunder will be accepted by Bank subject to the condition <br />that ACH transactions have not already been posted or are <br />not otherwise in the process of posting, and that Bank will <br />have a reasonable opportunity to act on Customer's ACH <br />Authorizations before any such processing. <br />6.5 Bank shall have a reasonable time after <br />receipt of Customer's request to implement the Services and <br />shall not assume responsibility for stopping ACH <br />transactions that have already been posted to Customer's <br />Account(s). <br />6.6 Bank shall be bound only to exercise <br />ordinary care in attempting to post or return ACH Entries as <br />described in this Appendix. <br />7. Remedies. <br />7.1 Bank Liability. To the extent permitted <br />by applicable law, the liability of Bank under this Appendix <br />shall in all cases be subject to the provisions of the parties' <br />Cash Management Master Agreement, including, without <br />CAP ID 53 of 5488101 <br />0722 <br />
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