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3. Security Procedure. <br /> (a) Company and Financial Institution shall comply with the security procedure requirements <br /> described in Schedule B attached hereto with respect to Entries transmitted by Company to <br /> Financial Institution. Company acknowledges that the purpose of such security procedure is <br /> for verification of authenticity and not to detect an error in the transmission or content of an <br /> Entry. No security procedure for the detection of any such error has been agreed upon <br /> between the Financial Institution and Company. <br /> (b) Company is strictly responsible to establish and maintain the procedures to safeguard against <br /> unauthorized transmissions. Company warrants that no individual will be allowed to initiate <br /> transfers in the absence of proper supervision and safeguards, and agrees to take reasonable <br /> steps to maintain the confidentiality of the security procedures and any logons, passwords, <br /> codes, security devices and related instructions provided by the Financial Institution in <br /> connection with the security procedures described in Schedule B for the access rights granted <br /> under Schedule A or Schedule C. If Company believes or suspects that any such information <br /> or instructions have been known or accessed by unauthorized persons, Company agrees to <br /> notify Financial Institution immediately followed by written confirmation. The occurrence <br /> of unauthorized access will not affect any transfers made in good faith by Financial <br /> Institution prior to receipt of such notification and within a reasonable time period thereafter <br /> to prevent unauthorized transfers. <br /> 4. Compliance With Security Procedure. <br /> (a) If an Entry (or a request for cancellation or amendment of an Entry) received by Financial <br /> Institution purports to have been transmitted or authorized by Company, it will be deemed <br /> effective as Company's Entry (or request) and Company shall be obligated to pay Financial <br /> Institution the amount of such Entry even though the Entry (or request) was not authorized <br /> by Company, provided Financial Institution accepted the entry in good faith and acted in <br /> compliance with the security procedure referred to in Schedule B with respect to such entry. <br /> If signature comparison is to be used as a part of that security procedure, Financial Institution <br /> shall be deemed to have complied with that part of such procedure if it compares the <br /> signature accompanying a file of Entries (or request for cancellation or amendment of an <br /> Entry) received with the signature of an authorized representative of Company (an <br /> "Authorized Representative") and, on the basis of such comparison, believes the signature <br /> accompanying such file to be that of such authorized representative. <br /> (b) If an entry (or request for cancellation or amendment of an Entry) received by Financial <br /> Institution was transmitted or authorized by Company, Company .shall pay Financial <br /> Institution the amount of the Entry, whether or not Financial Institution complied with the <br /> security procedure referred to in Schedule B with respect to that Entry and whether or not <br /> that Entry was erroneous in any respect or that error would have been detected if Financial <br /> Institution had complied with such procedure. <br /> Page 2 of 12 <br />