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transferred, Bank may, in its sole discretion make an attempt to
<br />recover the funds. In lieu of such a deposit, Bank may request
<br />Customer to provide a bond or other assurance of payment
<br />reasonably satisfactory to Bank Upon such deposit, or the
<br />supplying of such other assurance, Bank may take such action as
<br />it deems reasonable under the circumstances, including, for
<br />example, sending a request to reverse the transfer to any financial
<br />institution that received such funds. In no event, however, shall
<br />Bank be deemed to have guaranteed or otherwise assured the
<br />recovery of any portion of the amount transfened, nor to have
<br />accepted responsibility for any amount transferred.
<br />6. Notice of Rejection or Return. Bank shall have
<br />no liability for wire transfers sent by Bank as directed by
<br />Customer which cannot be completed or which are returned
<br />due to incorrect information furnished by Customer.
<br />Customer is required to fully complete payee (beneficiary)
<br />name, and address, as the payee (beneficiary) bank may elect
<br />to return an otherwise valid wire transfer for incomplete
<br />payee (beneficiary) information. Bank may reject or impose
<br />conditions that must be satisfied before it will accept
<br />Customer's instructions for any wire transfer, in its sole
<br />discretion, including without limitation Customer's
<br />violation of this Appendix, Customer's failure to maintain a
<br />sufficient Account balance, or Bank's belief that the wire
<br />transfer may not have in fact been authorized. A wire
<br />transfer may also be rejected by an intermediary or payee
<br />(beneficiary) bank other than Bank, or by operation of law.
<br />If a wire transfer is rejected by Bank, Bank will notify
<br />Customer by telephone, by electronic means, by facsimile or
<br />by mail, depending on the method of origination. Upon
<br />rejection or return, Bank shall have no further obligation to
<br />act upon a wire transfer, nor shall Bank have any liability to
<br />Customer due to rejection by another person in the wire
<br />transfer process, or the fact that notice was not given or was
<br />not given at an earlier time, or within any specified time of
<br />receipt, acceptance, execution or payment of any wire
<br />transfer.
<br />7. Security Procedure.
<br />7.1 Customer agrees that the security
<br />procedures used by Customer and set forth or incorporated by
<br />reference in this Appendix and/or associated documents,
<br />including but not limited to the Bank Internet System
<br />Appendix, are a commercially reasonable method of providing
<br />security against unauthorized wire transfers and for all other
<br />instructions from Customer to Bank (hereinafter the "Security
<br />Procedure"). Any wire transfer by Customer shall bind
<br />Customer, whether or not authorized, if transmitted in
<br />Customer's name and accepted by Bank in compliance with the
<br />Security Procedure. Customer also agrees that any election
<br />Customer may make to change or refuse the Security
<br />Procedure is at Customer's risk and that any loss resulting in
<br />whole or in part from such change or refusal will be
<br />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 Master
<br />Agreement, any such changes generally will be effective
<br />immediately upon notice to Customer as described in the
<br />parties' Cash Management Master Agreement. Customer
<br />will be deemed to accept any such changes if Customer
<br />accesses or uses any of the Services after the date on which
<br />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 additional or enhanced procedures, it will be liable for any
<br />losses that 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 security
<br />procedures immediately and provide prompt subsequent notice
<br />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 by
<br />Customer. Accordingly, any errors contained in wire transfers
<br />from Customer shall be Customer's responsibility, and
<br />Customer shall be obligated to pay or repay (as the case may
<br />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 its own procedures to
<br />safeguard against unauthorized wire transfers. Customer
<br />covenants that no employee or other individual will be
<br />allowed to initiate wire transfers in the absence of proper
<br />authority, supervision and safeguards, and agrees to take
<br />reasonable steps to maintain the confidentiality of the
<br />Security Procedure and any Access Devices and related
<br />instructions provided by Bank in connection with any
<br />Security Procedure utilized by Bank and/or Customer. If
<br />Customer believes or suspects that any such Access Devices,
<br />Security Procedure, information or instructions have been
<br />disclosed to or accessed by unauthorized persons, Customer
<br />agrees to notify Bank immediately by calling 1-866-475-
<br />7262, followed by written confirmation to TD Bank, N.A.,
<br />Attn: Treasury Management Services Support, 6000 Atrium
<br />Way, Mt. Laurel, New Jersey, 08054. The occurrence of
<br />unauthorized access will not affect any transfers made in
<br />good faith by Bank prior to receipt of such notification and
<br />within a reasonable time period thereafter.
<br />8. Accuracy; Inconsistency of Receiving
<br />Beneficiary Name and Account Number. In submitting
<br />any order or related instructions, Customer shall be
<br />responsible for providing all necessary information required
<br />by Bank in conjunction with the Services. The Services are
<br />only designed to respond to information provided by
<br />Customer. Accordingly, any inaccuracy in any information
<br />provided by Customer may result in an unintended transfer
<br />of funds. Bank bears no responsibility and shall not be liable
<br />to Customer for any information provided by Customer in an
<br />order or related instructions that are inaccurate, incomplete
<br />or otherwise incorrect._When placing an international wire
<br />transfer order, Customer may be responsible for entering
<br />certain information provided to Customer by Bank, which
<br />may include, but is not limited to, the applicable exchange
<br />rate and/or a contract number. Customer acknowledges and
<br />agrees that Bank will not be liable for any loss, liability or
<br />expense incurred as a result of a Customer error related to
<br />entry of such required information. Customer acknowledges
<br />and agrees that, in accordance with Article 4A of the
<br />HC# 4811-7512.8896 v.1 34 of 54 0621
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