Laserfiche WebLink
APPENDIX XIII <br />TD ZERO BALANCE ACCOUNT SERVICES <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to all TD Zero <br />Balance Account Services (the "Services ") made available to Customer by Bank. All capitalized terms used herein without <br />definition shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly <br />provided in this Appendix. to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master <br />Agreement. this Appendix and any amendment hereto from time to time shall control. but only to the extent necessary to resolve <br />such conflict. <br />TERMS AND CONDITIONS <br />Services. <br />1.1 Customer will designate a primary <br />checking Account (the ­ZBA Parent Account­). and one or <br />more secondary Accounts (the "ZBA Sub- Accounts "). <br />1.2 Through the Services, Customer <br />authorizes Bank to transfer funds between the Z13A parent <br />Account and ZBA Sub - Accounts in order to bring the <br />respective balances of the ZBA Sub- Account(s) to the pre- <br />selected target balance(s), as set forth in the Services' Setup <br />Form(s). <br />1.3 Customer may select a target balance <br />for each Sub - Account in the amount of $0 or a pre - defined <br />collected or ledger balance amount. <br />1.4 P.ach Z13A Sub- Account's daily <br />balance in excess of the target balance, including both <br />collected and uncollected balances. will be transferred <br />automatically to the ZBA Parent Account. unless Customer <br />elects to transfer daily collected balances only. <br />1.5 In the event the daily balance in any <br />ZBA Sub-Account is less than the target balance, sufficient <br />funds from the ZBA Parent Account will, to the extent <br />available, be transferred to the ZBA Sub - Account to reach <br />the target balance. <br />1.6 Bank is under no obligation to transfer <br />funds to any one or more ZBA Sub - Accounts to the extent <br />that such transfer(s) would cause an overdraft of collected <br />balances in the ZBA parent Account. Bank may. in its sole <br />discretion. determine the priority in which funds from the <br />Z13A Parent Account arc applied to Z13A Sub- Account(s). <br />1.7 Customer agrees that Bank is not acting <br />as a fiduciary with respect to funds in either the ZBA <br />Parent Account or in any 'ZBA Suh- Account. <br />1.8 If any of the ZBA Sub - Accounts are <br />owned by an Affiliate of Customer, then (1) Customer <br />represents and warrants it has all necessary power and <br />authority to transfer funds into and out of such Z13A Sub - <br />Account(s), and (2) Customer will indemnify Bank from <br />any claim by any owner(s) of such ZBA Sub- Account(s) or <br />any third party with respect to a transfer into or out of such <br />ZBA Sub- ACCOUnt(S). <br />2. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank <br />under this Appendix shall in all cases be subject to the <br />provisions of the Contract. including. without limitation. <br />any provisions thereof that exclude or limit warranties <br />made by. damages payable to or remedies available from <br />Bank. This Appendix replaces and supersedes all prior <br />agreements on file with respect to the Services and shall <br />remain in full lorce and effect until termination or such <br />time as a different or amended Appendix is accepted in <br />writing by Bank or the Contract or Cash Management <br />Master Agreement is terminated. <br />Remainder olpage intentionally left blank. <br />�W104074s i; P) „#i2 <br />