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providing security against unauthorized wire transfers and for <br />all other instructions from Customer to Bank (hereinafter the <br />"Secunty Procedure"). Any wire transfer by Customer shall <br />bind Customer, whether or not authorized, if transmitted in <br />Customer's name and accepted by Bank in compliance with <br />the Security Procedure. Customer also agrees that any <br />election Customer may make to change or refuse the <br />Secunty Procedure is at Customer's risk and that any loss <br />resulting in whole or in part from such change or refusal <br />will be Customer's responsibility. <br />7.2 Bank may, from time to time, modify the <br />Security Procedure. Except as expressly provided otherwise <br />in this Appendix or in the parties' Cash Management <br />Master Agreement, any such changes generally will be <br />effective immediately upon notice to Customer as <br />described in the parties' Cash Management Master <br />Agreement. •Customer will be deemed to accept any such <br />changes if Customer accesses or uses any of the Services <br />after the date on which the change becomes effective. <br />7.3 Bank may, from time to time, propose <br />additional or enhanced security procedures to Customer. <br />Customer understands and agrees that if it declines to use any <br />such enhanced procedures, it will be liable for any losses that <br />would have been prevented by such procedures. <br />Notwithstanding anything else contained in this Appendix, if <br />Bank believes immediate action is required for security of <br />Bank or Customer funds, Bank may initiate additional <br />security procedures immediately and provide prompt <br />subsequent notice thereof to Customer <br />7.4 Customer hereby acknowledges that the <br />Security Procedure is neither designed nor intended to detect <br />errors in the content or verify the contents of a wire transfer <br />by Customer. Accordingly, any errors contained in wire <br />transfers from Customer shall be Customer's responsibility, <br />and Customer shall be obligated to pay or repay (as the case <br />may be) the amount of any such wire transfer No security <br />procedure for the detection of any such Customer error has <br />been agreed upon between Bank and Customer. <br />7.5 Customer is strictly responsible for <br />establishing and maintaining procedures to safeguard <br />against unauthonzed wire transfers. Customer covenants <br />that no employee or other individual will be allowed to <br />initiate wire transfers in the absence of proper authority, <br />supervision and safeguards, and agrees to take reasonable <br />steps to maintain the confidentiality of the Security <br />Procedure and any Access Devices and related instructions <br />provided by Bank in connection with any Security <br />Procedure utilized by Bank and/or Customer If Customer <br />believes or suspects that any such Access Devices, Secunty <br />Procedure, information or instructions have been disclosed <br />to or accessed by unauthonzed persons, Customer agrees to <br />notify Bank immediately by calling 1-866-475-7262, <br />followed by written confirmation to TD Bank, N.A., Attn: <br />Cash Management Customer Care, 6000 Atrium Way, Mt. <br />Laurel, New Jersey, 08054. The occurrence of unauthorized <br />access will not affect any transfers made in good faith by <br />Bank prior to receipt of such notification and within a <br />reasonable time period thereafter. <br />8. Inconsistency of Receiving Beneficiary Name <br />and Account Number. Customer acknowledges and <br />agrees that, in accordance with Article 4A of the Uniform <br />Commercial Code, Bank shall be entitled to rely upon the <br />numbers supplied by Customer to identify banks, <br />beneficiaries and other parties to the wire transfer, even if <br />those numbers disagree or are inconsistent with the names <br />of those parties as provided by Customer. <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 <br />may 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 <br />transfer by debiting the Account designated. In the event <br />there are not sufficient funds available in the Account, <br />Bank also reserves the right to debit any other Account that <br />Customer 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 <br />also 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 <br />for 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 <br />EXECUTION OF ANY WIRE TRANSFER PENDING <br />COMPLETION OF A CALL-BACK, OR RECEIPT <br />OF ANOTHER FORM OF VERIFICATION WHICH <br />IS SATISFACTORY TO BANK. IF BANK IS <br />UNABLE TO OBTAIN SATISFACTORY <br />VERIFICATION, BANK, IN ITS SOLE <br />DISCRETION, MAY REFUSE TO EXECUTE ANY <br />WIRE TRANSFER. In no event shall Bank be liable for <br />any delay in executing a wire transfer or for failure to <br />execute a wire transfer due to the absence of satisfactory <br />verification. <br />HC# 46.52-0802-2554 34 of 58 0614 <br />P48 <br />