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. {. (. 18. Warranties: Campany acknowledges that under the ACH Rules, Bank makes certain warranties with respect to each Entry. Company agrees fo reimburse Bank for any ioss Bank incurs, including Bank's reasonable atfomeys'fees and legal expenses, as the result of a � �. breach of a warranty made by Bank in connecESon with any Entry Bank.originates upon the instructions received from Company, except to the extent that the loss resulted from_Bank's own gross negligence or intentional misconduct. . 19. Indemniflcation. Company acknowledges that under the ACH Rules, Bank indemnifies certain persons. Campany agrees to reimburse Bank for any loss Bank incurs, lnciuding its reasonabie ' attarneys'fees and legal expenses, as the result of the enfo�cement of any such indemnity, except to the extent that the loss resulted solefy from Bank's own gross negligence or intentional m(sconduct. � 20. Termination. In addition to the termination provisions contained in the Master.Agreement, � . . Bank may terminate the Services immediately upon natice Eo Cqmpany if Bank determines in its sole discretion that: (a)the number of retumed debit Entcies originated under this Service Description is excessive; or(b) Company has breached a warranty provided undar the ACH Rules or atherwise failed to comply with the ACH Rules. 24. Survivat. Sections 5, 6, 7, 15, 16, 18, 19, 20, 21 and 22 survive termination of the Services�. � 22. Desc�iption and Election of Securtty Procedure. The purpose of the Security Procedure is to verify the authenticity of an Entry or File, nat to detect an erroneous or duplicate Entry or File. Company shali be responsible for any erroneous or dupllcate Entry or File issued to Bank in Company's name. ' • . 22.1. Commercially Reasonable. Company has determined that the Security Procedure � Company has etected best mee#s Company's requirements.with regard to the size, type and frequency of the Entries and Files issued by Campany to Bank and that the Security�Proced�re is commercialiy reasonable. Company refuses to have its Entries and Files verified by any security�procedure other than the Security Procedure Company � has elected in this Service Description. 22:2. Binding Instructions. Company agrees fo be bound by each Entry and File, or request to cancel or amend an Entry or File,whether or not authorized by Company, that is . issued in Company's name and accepted by Bank in cornpfiance with the Security Procedure. 22.3. Canfldenttality. Company and Bank will preserve the confidentiaiity of the Security � Procedure, and any passwvrds,codes, security devices and related instructions provided by Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it wiil immediafely notify Bank in a manner affording Bank a reasonable opportunity io act on Company's notification. . 22.4. . Authorized Person(s). Company will prompfly notify Bank in writing of the identity of each person authorized to receive information regarding the Security Procedure(each, an"Authorized P�rson"}and when a person is no longer an Authorized Person,affording . Bank in each instance a reasonable opporfunity to act on Company's notification. Company will establish and maintain effective internal procedures to safeguard�against unauthorized Entries and Files. Company warrants that no individual will be allawed to initiate an Entry or File without proper supervision and safeguards. ACH Originatlon Services(TM-1423� Revlsed 03-15-07 � • Page 5 of 6