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A TRUE COPY CEI;T I IGATION ON LAST PACE J.R. SMITH, CLERK intended Effective Entry Date to qualify as an SDA Entry Entry) on the basis of the account number, even if it under the NACHA Rules. identifies a person different from the named Receiver and (ii) Customer's obligation to pay the amount of Entry to 23.2 Customer shall only initiate individual Bank is not excused in such circumstances. Similarly,if an Entries that comply with the $25,000 or less transaction Entry describes an RDFI inconsistently by name and limit per SDA Entry, as large-dollar transactions (over routing number,payment of such Entry may be made based $25,000)are not eligible for same-day processing under the on the routing number,and Customer shall be liable to pay NACHA Rules. that Entry. 23.3 Customer will not initiate an SDA 25. Banks Unable to Accept ACH Transactions. If Entry as an IAT, as IATs are not eligible for same-day Customer submits an Entry to Bank relating to an RDFI processing under the NACHA Rules. which is not a participant in the ACH, then (i) Bank may reject such Entry and use reasonable efforts to notify 23.4 Customer will transmit its SDA Entries Customer of such rejection or (ii) if Bank does not reject to Bank in accordance with Bank's SDA Entry processing such Entry, upon receiving a return transaction related to deadlines, as established by Bank from time to time and the Entry from the ACH Operator, Bank may offset the disclosed to Customer. Settlement Account and notify Customer of such transaction. 23.5 Customer acknowledges and agrees that if Customer sends an Entry with a stale or invalid 26. Notices,Instructions,Etc. Effective Entry Date, such Entry may be deemed and processed by Bank as an SDA Entry if transmitted in 26.1 Except as otherwise expressly provided accordance with Bank's SDA Entry processing deadlines. herein,Bank shall not be required to act upon any notice or instruction received from Customer or any other person,or 23.6 Customer acknowledges and agrees to provide any notice or advice to Customer or any other that if any of the requirements of this Section 23 are not person with respect to any matter. met, including without limitation a failure by Customer to meet Bank's or the ACH Operator's deadline for SDA, 26.2 Bank shall be entitled to rely on any Bank shall use reasonable efforts to transmit such Entries to written notice or other written communication believed by the ACH Operator by the next available processing it in good faith to be genuine and to have been provided in deadline on which the ACH Operator is open for business. accordance with the provisions of the parties' Cash Management Master Agreement. 23.7 Customer further acknowledges that Bank will not consider the content of the Company 27. Data Retention. Customer shall retain data on Descriptive Date indicator when determining Customer's file adequate to permit remaking of Entries for five (5) intent for processing and settlement of SDA Entries. Business Days following the date of their transmittal by Bank as provided herein and shall provide such data to 23.8 Customer will not initiate SDA Entries Bank upon request. Without limiting the generality of the that are otherwise ineligible for SDA Entry processing and foregoing provision, Customer specifically agrees to be settlement in accordance with the NACHA Rules. bound by and comply with all applicable provisions of the NACHA Rules regarding the retention of documents or any 23.9 Customer otherwise agrees to and will record, including, without limitation, Customer's comply with all other requirements under the NACHA responsibilities to retain all items, source documents and Rules and by Bank with respect to SDA Entries,including records of authorization, in accordance with the NACHA as the same may be amended from time to time. Rules. 23.10 Customer will indemnify and hold 28. Data Breaches. Bank harmless from any SDA Entry processing and settlement that is performed by Bank as described herein 28.1 Customer agrees that it will adopt and and in accordance with the NACHA Rules,notwithstanding implement commercially reasonable policies, procedures Customer's intent. and systems to provide security as to the information being transmitted and to receive,store,transmit and destroy data 23.11 Customer will indemnify and hold or information in a secure manner to prevent loss,theft,or Bank harmless from any intended SDA Entry not meeting unauthorized access to data or information ("Data the ACH Operator deadline due to Customer delays,or due Breaches"), including but not limited to, Consumer-Level to Bank processing delays that are beyond Bank's ACH Data. reasonable control. 28.2 Customer agrees that it will promptly 24. Inconsistency of Name and Account Number. investigate any suspected Data Breaches and monitor its Customer acknowledges and agrees that if an Entry systems regularly for unauthorized intrusions. describes a Receiver inconsistently by name and account number, then (i) payment of such Entry transmitted to an 28.3 Customer will provide timely and RDFI may be made by the RDFI(or by Bank for an On-Us accurate notification to Bank by calling 1-866-475-7262 HC 4814-6754-1549 30 of 58 022016