Transmission of Payment Orders and Designated Security Procedures. An FT Instruction must be transmitted by secured or authenticated means; set forth in Appendix A are the “security procedures” within the meaning of UCC 4A for verifying the authenticity of payment orders within the meaning of UCC 4A. BBH offers to the Client BBH Designated Security Procedures which Client may elect from time to time in a separate election form (each an “Election Form”). Alternatively, the Client may elect in an Election Form to transmit an FT Instruction in accordance with a Client Designated Security Procedure. In electing to transmit an FT Instruction via a Client Designated Security Procedure, Client (a) agrees to be bound by the transaction(s) or payment order(s) specified on said FT Instruction, whether or not authorized, and accepted by BBH in compliance with such Client Designated Security Procedure, and (b) accepts the risk associated with such Client Designated Security Procedure and confirms it is commercially reasonable for the transmission and authentication of the FT Instruction. BBH may accept a Client Designated Security Procedure but takes no responsibility for the reasonableness or security of the means utilized by Client. The Client and BBH agree that BBH will verify the authenticity of the Client’s FT Instructions pursuant to the Designated Security Procedures elected by the Client. Client agrees that, so long as BBH acts in good faith and complies with the Designated Security Procedure selected by the Client, an FT Instruction issued in the Client’s name and accepted by BBH in compliance with the Designated Security Procedure selected by the Client shall be binding on the Client and the Client shall be responsible for payment of the transferred amount, even if the transfer request was not actually initiated or authorized by the Client or its Authorized Person. The Client may elect, in the Election Form, to choose the relevant Designated Security Procedures for FT Instructions for itself and each of Client’s Authorized Persons, or to permit its Authorized Persons to select the Designated Security Procedures such Authorized Person(s) will use for FT Instructions in an Election Form, in which case the Client agrees that any such selection by an Authorized Person shall be deemed to have been chosen by the Client, even if the Client had not chosen such Designated Security Procedure for its own use. The Client agrees that the totality of the Designated Security Procedures elected by the Client and its Authorized Persons are ...
