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settlement of IAT Entries on foreign holidays or other days
<br />on which foreign countries may not process Entries.
<br />6.5 With respect to credit IAT Entries that
<br />Customer wishes to originate in the currency of a
<br />designated foreign government or intergovernmental
<br />organization ("Foreign Currency"), Bank will originate the
<br />IAT Entries in U.S. dollars ("USD") only. Once the Entry
<br />is transmitted by Bank to the ACH Operator, the ACH
<br />Operator will convert the amount to be transferred from
<br />USD to the Foreign Currency. If the financial institution
<br />designated to receive the funds does not pay the Receiver
<br />specified in the Entry, or if the Entry is subsequently
<br />determined to be erroneous, the ACH Operator will convert
<br />the amount to be returned from the Foreign Currency to
<br />USD. Bank will not be liable for any difference in the
<br />amount of the original Entry atter it has been converted
<br />from the Foreign Currency to USD. Further, if Customer
<br />designates the currency to arrive at the receiving financial
<br />institution in Foreign Currency, and the designated
<br />Receiver account at the receiving financial institution is a
<br />USD account, Customer acknowledges that the receiving
<br />financial institution may: (1) elect to convert the currency
<br />back to USD and post the transfer to the Receiver's account.
<br />accordingly, or (2) return. the Entry, in which case the
<br />amount transferred is converted from Foreign Currency
<br />back to USD to post back to Customer's account. Customer
<br />assumes all foreign exchange risk associated with any of
<br />the foregoing.
<br />7. Security Procedures.
<br />7.1 Customer and Bank shall comply with
<br />the security procedures set forth or incorporated by reference
<br />in this Appendix, the Cash Management Master Agreement,
<br />the Bank Internet System Appendix, Data Transmission
<br />Services Appendix and/or associated documents provided by
<br />Bank, including without limitation the Services' Setup
<br />Form(s) (collectively the "Security Procedures'), with
<br />respect to Entries transmitted by Customer to Bank.
<br />Customer aclrnowledges and agrees the :Security
<br />Procedures are a commercially reasonable method for the
<br />purpose of verifying the authenticity of Entries (or any
<br />request for .cancellation or amendment thereofl. Customer
<br />further acknowledges that the purpose of the Security
<br />Procedures is not to detect an error in the transmission or
<br />content of an Entry. No security procedures have been
<br />agreed upon between Bank and Customer for the detection
<br />of any such error.
<br />7.2 Customer is strictly responsible for
<br />establishing, implementing, maintaining and (as appropriate)
<br />updating its own security procedures (a) to safeguard against
<br />unauthorized transmissions, and (b) relating to the initiation,
<br />processing and storage of Entries. As required by the N.9CHA
<br />Rules with respect to the protection of ACH information (non-
<br />public information, including financial information of
<br />Receivers and Customer's customers, used to create, or
<br />contained within, an ACH Entry and any related addenda
<br />records Customer shall ensure that its security policies,
<br />procedures and systems:
<br />HC 4814-6754-1549
<br />Protect the confidentiality and integrity of the
<br />protected information,
<br />Protect against anticipated threats or hazards to the
<br />security or integrity of protected information until
<br />its destruction, and
<br />Protect against unauthorized use of protected
<br />information that could result in substantial harm to
<br />the Receiver/customer.
<br />Customer wan -ants to Bank that no individual will be allowed
<br />to initiate transfers in the absence of proper supervision and
<br />safeguards, and Customer agrees to take reasonable steps to
<br />maintain the confidentiality of the Security Procedures and
<br />any passwords, codes, security devices and related
<br />instructions Bank provides in connection with the Security
<br />Procedures. If Customer believes or suspects that any such
<br />information or instructions have been known or accessed by
<br />an unauthorized person, Customer agrees to notify Bank
<br />immediately by calling 1-866-475-7262, followed by written
<br />confirmation to TD Bank, N.A., Atm: Treasury.Management
<br />Services Support, 6000 Atrium Way, Mt. Laurel, New Jersey,
<br />08054. The occurrence of unauthorized access will not affect
<br />any transfers Bank makes in good faith prior to, and within a
<br />reasonable time period after, its receipt of such notification.
<br />7.3 Bank may, from time to tine, 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 the 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 />8. Compliance with Security Procedures.
<br />8.1 If an Entry (or a request for
<br />cancellation or amendment of an Entry) received by Bank
<br />purports to have been transmitted or authorized by
<br />Customer, it will be deemed effective as Customer's Entry
<br />(or request), and Customer shall be obligated to .pay Bank
<br />the amount of such Entry (or request) even though the
<br />Entry (or request) .was not authorized by Customer,
<br />provided Bank acted .in compliance with the Security
<br />Procedures. To the extent that signature comparison is to
<br />be used as part of any applicable Security Procedures, Bank
<br />shall be deemed to have complied with that part of such.
<br />Security Procedures if it compares the signature
<br />accompanying a file of Entries (or request) with the
<br />signature of an Authorized Representative of Customer
<br />and, on the basis of such comparison, believes the signature
<br />to be that of such Authorized Representative.
<br />8.2 If an Entry (or a request for
<br />cancellation or amendment of an Entry) received by Bank
<br />was transmitted or authorized by Customer, Customer shall
<br />be obligated to pay the amount of the Entry as provided
<br />herein, whether or not Bank complied with the Security
<br />Procedures and whether or not that Entry was erroneous in
<br />any respect or that error would have been detected if Bank
<br />had complied with the Security Procedures.
<br />15 Of S8 011016
<br />4P
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