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intended Effective Entry Date to qualify as an SDA Entry under the NACHA Rules. 23.2 Customer shall only initiate individual Entries that comply with the $25,000 or less transaction limit per SDA Entry, as large -dollar transactions (over $25,000) are not eligible for same-day processing under the NACHA Rules. 23.3 Customer will not -initiate an SDA Entry as an IAT, as IATs are not eligible for same-day processing under the NACHA Rules. 23 4 Customer will transmit its SDA Entries to Bank in accordance with Bank's SDA Entry processing deadlines, as established by Bank from time to time and disclosed to Customer. 23.5 Customer acknowledges and agrees that if Customer sends an Entry with a stale or invalid Effective Entry Date, such Entry may be deemed and processed by Bank as an SDA Entry if transmitted in accordance with Bank's SDA Entry processing deadlines. 23.6 Customer acknowledges and agrees that if any of the requirements of this Section 23 are not met, including without limitation a failure by Customer to meet Bank's or the ACH Operator's deadline for SDA, Bank shall use reasonable efforts to transmit such Entries to the ACH Operator by the next available processing deadline on which the ACH Operator is open for business. 23.7 Customer further acknowledges that Bank will not consider the content of the Company Descriptive Date indicator when detenninmg Customer's intent for processing and settlement of SDA Entries. 23.8 Customer will not initiate SDA Entries that are otherwise ineligible for SDA Entry processing and settlement in accordance with the NACHA Rules. 23.9 Customer otherwise agrees to and will comply with all other requirements under the NACHA Rules and by Bank with respect to SDA Entries, including as the sante may be amended from time to time. 23.10 Customer will indemnify and hold Bank harmless from any SDA Entry processing and settlement that is performed by Bank as described herein and in accordance with the NACHA Rules, notwithstanding Customer's intent. 23.11 Customer will indemnify and hold Bank harmless from any intended SDA Entry not meeting the ACH Operator deadline due to Customer delays, or due to Bank processing delays that are beyond Bank's reasonable control. 24. Inconsistency of Name and Account Number. Customer acknowledges and agrees that if an Entry describes a Receiver inconsistently by naive and account number, then (i) payment of such Entry transmitted to an RDFI may be made by the RDFI (or by Bank for an On -Us Entry) on the basis of the account number, even if it identifies a person different from the named Receiver and (ii) Customer's obligation to pay the amount of Entry to Bank is not excused in such circumstances. Similarly, if an Entry describes an RDFI inconsistently by name and routing number, payment of such Entry may be made based on the routing number, and Customer shall be liable to pay that Entry. 25. Banks Unable to Accept ACH Transactions. If Customer submits an Entry to Bank relating to an RDFI which is not a participant in the ACH, then (i) Bank may reject such Entry and use reasonable efforts to notify Customer of such rejection or (ii) if Bank does not reject such Entry, upon receiving a return transaction related to the Entry from the ACH Operator, Bank may offset the Settlement Account and notify Customer of such transaction. 26. Notices, Instructions, Etc. 26.1 Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter. 26.2 Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been provided in accordance with the provisions of the parties' Cash Management Master Agreement. 27. Data Retention. Customer shall retain data on file adequate to permit remaking of Entries for five (5) Business Days following the date of their transmittal by Bank as provided herein and shall provide such data to Bank upon request. Without limiting the generality of the foregomg provision, Customer specifically agrees to be bound by and comply with all applicable provisions of the NACHA Rules regarding the retention of documents or any record, including, without limitation, Customer's responsibilities to retain all items, source documents and records of authorization, in accordance with the NACHA Rules. 28. Data Breaches. 28.1 Customer agrees that it will adopt and implement commercially reasonable policies, procedures and systems to provide secunty as to the information being transmitted and to receive, store, transmit and destroy data or information in a secure manner to prevent loss, theft, or unauthonzed access to data or information ("Data Breaches"), including but not limited to, Consumer -Level ACH Data. 28.2 Customer agrees that it will promptly investigate any suspected Data Breaches and monitor its systems regularly for unauthorized intrusions. 28.3 Customer will provide timely and accurate notification to Bank by calling 1-866-475-7262 HC 4814-6754-1549 30 of 58 022016 P44