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A TRUE COPY CERTIFICATION, 0,N LAST RAGE J.R. SYNTH, CLERK providing security against unauthorized wire transfers and for agrees that, in accordance with Article 4A of the Uniform .all other instructions from Customer to Bank(hereinafter the Commercial Code, Bank shall be entitled to rely upon the "Security Procedure'). Any wire transfer by Customer shall numbers supplied by Customer to identify banks, bind Customer, whether or not authorized, if transmitted in beneficiaries and other parties to the wire transfer, even if Customer's name and accepted by Bank in compliance with those numbers disagree or are inconsistent with the names the Security Procedure. Customer also agrees that any of those parties as provided by Customer. election Customer may make to change or refuse the Security Procedure is at Customer's risk and that any loss 9. Payment; Authorization to Charge Account. resulting in whole or in part from such change or refusal Customer agrees to pay Bank the amount of each wire will be Customer's responsibility. transfer received from Customer on the Business Day Bank executes said wire transfer or at such other time as Bank 7.2 Bank may,from time to time,modify the may determine. Bank will validate that sufficient funds are Security Procedure.Except as expressly provided otherwise available in Customer's Account prior to a wire transfer in this Appendix or in the parties' Cash Management being executed. Generally, if sufficient funds are not Master Agreement, any such changes generally will be available in Customer's Account,the wire transfer will not effective immediately upon notice to Customer as be executed by Bank Bank may, without prior notice or described in the parties' Cash Management Master demand, obtain payment of the amount of each wire Agreement. Customer will be deemed to accept any such transfer by debiting the Account designated. In the event changes if Customer accesses or uses any of the Services there are not sufficient funds available in the Account, after the date on which the change becomes effective. Bank also reserves the right to debit any other Account that Customer maintains with Bank. 7.3 Bank may,from time to time,propose additional or enhanced security procedures to Customer. 10. Wire Confirmation; Account Reconciliation. Customer understands and agrees that if it declines to use any Customer may confirm the execution of a wire transfer via such enhanced procedures,it will be liable for any losses that the Bank Internet System. Completed wire transfers will would have been prevented by such procedures. also be reflected in Customer's periodic Account statement. Notwithstanding anything else contained in this Appendix,if Customer acknowledges and agrees that Bank is not Bank believes immediate action is required for security of obligated to provide Customer with a separate advice or Bank or Customer funds, Bank may initiate additional notice for each completed wire transfer. If Customer security procedures immediately and provide prompt requests that Bank provide a special notice and Bank agrees subsequent notice thereof to Customer. to do so, Bank reserves the right to impose a Service Fee for such notice in accordance with the Cash Management 7.4 Customer hereby acknowledges that the Master Agreement. Security Procedure is neither designed nor intended to detect errors in the content or verify the contents of a wire transfer 11. Service Providers. Bank may use a service by Customer. Accordingly, any errors contained in wire provider to perform, as Bank's agent, all or any portion of transfers from Customer shall be Customer's responsibility, Bank's obligations under this Appendix. Customer may be and Customer shall be obligated to pay or repay(as the case required to direct wire transfers and other requests to said may be)the amount of any such wire transfer. No security provider. procedure for the detection of any such Customer error has been agreed upon between Bank and Customer. 12. Bank Reliance;Authentication. 7.5 Customer is strictly responsible for 12.1 Bank shall be entitled to rely in good establishing and maintaining procedures to safeguard faith on communications it receives as being given or sent against unauthorized wire transfers. Customer covenants by an Authorized Representative and as being genuine and that no employee or other individual will be allowed to correct. Bank shall not be liable to Customer for the initiate wire transfers in the absence of proper authority, consequences of such reliance. supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the Security 12.2 BANK MAY TAKE SUCH Procedure and any Access Devices and related instructions ADDITIONAL STEPS AND IMPLEMENT SUCH provided by Bank in connection with any Security PROCEDURES AS IT MAY DEEM APPROPRIATE Procedure utilized by Bank and/or Customer. If Customer TO VERIFY THE AUTHENTICITY OF ANY WIRE believes or suspects that any such Access Devices,Security TRANSFER BANK MAY DELAY THE Procedure,information or instructions have been disclosed EXECUTION OF ANY WIRE TRANSFER PENDING to or accessed by unauthorized persons,Customer agrees to COMPLETION OF A CALL-BACK, OR RECEIPT notify Bank immediately by calling 1-866-475-7262, OF ANOTHER FORM OF VERIFICATION WHICH followed by written confirmation to TD Bank,N.A.,Attn: IS SATISFACTORY TO BANK IF BANK IS Cash Management Customer Care, 6000 Atrium Way, ML UNABLE TO OBTAIN SATISFACTORY Laurel,New Jersey,08054. The occurrence of unauthorized VERIFICATION, BANK, IN ITS SOLE access will not affect any transfers made in good faith by DISCRETION, MAY REFUSE TO EXECUTE ANY Bank prior to receipt of such notification and within a WIRE TRANSFER In no event shall Bank be liable for reasonable time period thereafter. any delay in executing a wire transfer or for failure to execute a wire transfer due to the absence of satisfactory 8. Inconsistency of Receiving Beneficiary Name verification. and Account Number. Customer acknowledges and HCk 4851-0801-1554 34 of 58 0614