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any fees charged by Visa for emergency card issuance oil <br />replacement. The billing for such charge shall occur in the <br />next billing statement for the relevant Account. Unless TD1 <br />receives contrary written instructions from the Company, and: <br />subject to TD's rights hereunder, TD shall replace each` <br />expiring Card with a replacement Card at least 30 days prior to' <br />the Card's expiration date. <br />(d) Each Cardholder shall be required to sign the <br />Card issued to such Cardholder promptly and shall be subject <br />to the terms of the Cardholder Agreement, if any. <br />(e) The Company shall promptly request that a, <br />Card or Account be cancelled, or that the authority of anyi <br />Cardholder to use a particular Card or Account be terminated, <br />as the case may be, if the Company or a Cardholder knows of <br />or suspects the loss, theft or possible unauthorized use of a <br />Card or Account. Such request shall be made by telephone at <br />1-877-839-6911 or such other number as TD may provide, and <br />shall specify (i) the relevant Cardholder's name, Account <br />number and last }Drown home and business address, ands <br />(ii) such other information as the Company shall deem <br />appropriate or TD shall reasonably request. The Company's <br />request shall be deemed effective when TD receives such <br />request and makes the corresponding changes in its processing <br />system (which changes shall be made promptly, taking into <br />account the mode of transmission and time of receipt). <br />(f) The Company shall also promptly request that a <br />Card or Account be cancelled, or that the authority of any <br />Cardholder to use a particular Card or Account be terminated <br />if (i) the Company wishes to cancel a Card or Account or to <br />terminate the authority of any Cardholder to use any particular <br />Card or Account; or (ii) the Cardholder's employment or other <br />relationship with the Company is terminated. Such requests <br />shall be made in accordance with Section 2.5(e). <br />(g) Notwithstanding any request made by the <br />Company for cancellation of a Card or Account, or for <br />termination of the authority of any Cardholder to use any <br />particular Card or Account, the Company shall be liable <br />for any and all Transactions resulting from the use of the <br />Card or Account prior to and (with respect to pending <br />Transaction authorizations) on or after the effective time <br />of such request (as provided in Sections 2.5(e) and (1), <br />above), including any and all Unauthorized Transactions. , <br />The Company shall not be liable for Unauthorized <br />Transactions which are authorized after TD receives <br />notice as provided in accordance with Sections 2.5(e) and <br />(f) above, and TD has had a reasonable opportunity to act <br />on such notice; provided, however, that the notice relates <br />to the Card or Account used in connection with such <br />Unauthorized Transactions. <br />TD Bank <br />Internal <br />2.6 TRANSACTION DATA, SECURITY <br />PROCEDURES, PROCESSING PROCEDURES AND <br />ACCOUNT MAINTENANCE. <br />(a) TD shall provide the Company with user <br />identification code and password -protected daily access to <br />Card and Account transaction data and other reports. Such <br />reporting shall be provided in accordance with such manuals, <br />training materials and other information as TD shall provide <br />from time to time. <br />(b) In order to use TD Commercial Plus Card <br />Online and/or the Virtual Card and Straight Through <br />Processing systems made available by TD, the Company <br />agrees to be bound by and to adhere to the following <br />security procedures, terms, and conditions (the "Security <br />Procedures"), which TD may revise from time to time upon <br />notice to the Company: <br />(i) TD Commercial Plus Card Online <br />and Virtual Card and Straight Through Processing <br />systems may be accessed solely through the use of <br />user identification codes and passwords (collectively, <br />the "Access Code"). TD shall assign an initial <br />Access Code to an individual authorized to create and <br />disseminate additional Access Codes (such individual <br />is referred to as the "Program Administrator"). <br />(ii) The Program Administrator shall <br />assign Access Codes to users designated by the <br />Company as authorized to (1) access and use the <br />Service; (2) create and disseminate Access Codes to <br />individuals who are authorized to use TD <br />Commercial Plus Card Online (such individuals are <br />referred to as "Authorized Users") and (3) designate <br />additional Program Administrators within the <br />Company. The Company shall be responsible for <br />ensuring that each Program Administrator creates and <br />disseminates Access Codes in accordance with TD's <br />Security Procedures. <br />(iii) The Company shall safeguard all <br />Access Codes and be responsible for all use of <br />Access Codes issued by the Program Administrator. <br />TD may conclusively presume that all business <br />conducted using an Access Code emanates from a <br />Program Administrator or Authorized User and is <br />conducted in the Company's name. Any <br />unauthorized use of an Access Code (except for <br />unauthorized use by a TD employee) shall be <br />solely the responsibility of the Company. <br />(c) In order to use TD Commercial Plus Card <br />Online and/or the Virtual Card and Straight Through <br />Processing systems made available by TD, the Company <br />agrees to be bound by and to adhere to such processing <br />procedures, terms, and conditions (the "Processing <br />06/15 <br />P75 <br />