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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 designated
<br />foreign government or intergovernmental organization
<br />("Foreign Currency"), Bank will originate the IAT Entries in
<br />U.S. dollars ("USD") only. Once the Entry is transmitted by
<br />Bank to the ACH Operator, the ACH Operator will convert
<br />the amount to be transferred from USD to the Foreign
<br />Currency. If the financial institution designated to receive
<br />the funds does not pay the Receiver specified in the Entry,
<br />or if the Entry is subsequently determined to be erroneous,
<br />the ACH Operator will convert the amount to be returned
<br />from the Foreign Currency to USD. Bank will not be liable
<br />for any difference in the amount of the original Entry after it
<br />has been converted from the Foreign Currency to USD.
<br />Further, if Customer designates the currency to arrive at the
<br />receiving financial institution in Foreign Currency, and the
<br />designated Receiver account at the receiving financial
<br />institution is a USD account, Customer acknowledges that
<br />the receiving financial institution may: (1) elect to convert
<br />the currency back to USD and post the transfer to the
<br />Receiver's account accordingly, or (2) return the Entry, in
<br />which case the amount transferred is converted from Foreign
<br />Currency back to USD to post back to Customer's account.
<br />Customer assumes all foreign exchange risk associated with
<br />any of the foregoing.
<br />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 Form(s)
<br />(collectively the "Security Procedures"), with respect to
<br />Entries transmitted by Customer to Bank. Customer
<br />acknowledges and agrees the Security Procedures are a
<br />commercially reasonable method for the purpose of
<br />verifying the authenticity of Entries (or any request for
<br />cancellation or amendment thereof). Customer further
<br />acknowledges that the purpose of the Security Procedures is
<br />not to detect an error in the transmission or content of an
<br />Entry. No security procedures have been agreed upon
<br />between Bank and Customer for the detection of any such
<br />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 NACHA
<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 />record), Customer shall ensure that its security policies,
<br />procedures and systems:
<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 its
<br />destruction, and
<br />Protect against unauthorized use of protected
<br />information that could result in substantial harm to
<br />the Receiver/customer.
<br />Abide by all rules pertaining to commercially
<br />reasonable data security as prescribed within the
<br />NACHA Ruler
<br />Customer warrants 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 instructions
<br />Bank provides in connection with the Security Procedures. If
<br />Customer believes or suspects that any such information or
<br />instructions have been known or accessed by an unauthorized
<br />person, Customer agrees to notify Bank immediately by
<br />calling 1-866475-7262, followed by written confirmation to
<br />TD Bank, N.A., Attn: Treasury Management Services Support,
<br />6000 Atrium Way, Mt. Laurel, New Jersey, 08054. The
<br />occurrence of unauthorized access will not affect any transfers
<br />Bank makes in good faith prior to, and within a reasonable time
<br />period after, its receipt of such notification.
<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 the security of
<br />Bank or Customer funds, Bank may initiate additional security
<br />procedures immediately and provide prompt subsequent notice
<br />thereof to Customer.
<br />8. Compliance with Security Procedures.
<br />8.1 If an Entry (or a request for cancellation
<br />or amendment of an Entry) received by Bank purports to
<br />have been transmitted or authorized by Customer, it will be
<br />deemed effective as Customer's Entry (or request), and
<br />Customer shall be obligated to pay Bank the amount of such
<br />Entry (or request) even though the Entry (or request) was not
<br />authorized by Customer, provided Bank acted in compliance
<br />with the Security Procedures.
<br />8.2 If an Entry (or a request for cancellation
<br />or amendment of an Entry) received by Bank was
<br />transmitted or authorized by Customer, Customer shall be
<br />obligated to pay the amount of the Entry as provided herein,
<br />whether or not Bank complied with the Security Procedures
<br />and whether or not that Entry was erroneous in any respect
<br />or that error would have been detected if Bank had complied
<br />with the Security Procedures.
<br />9. Recording and Use of Communications.
<br />Customer and Bank agree that all telephone conversations or
<br />data transmissions between them or their agents made in
<br />connection with this Appendix may be electronically
<br />recorded and retained by either party by use of any
<br />reasonable means.
<br />CAP ID 88442 0722
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