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Notwithstanding any other Clause contained in this Subcontract Agreement and in accordance with the provisions of FAR 42.707 COST-SHARING RATES AND LIMITATION ON INDIRECT COST RATES and FAR 42.708 QUICK-CLOSEOUT PROCEDURE, in the event that a provisional or final indirect rate audit indicates that actual indirect rates exceed the rates used to estimate and recover indirect costs in this subcontract, the SUBCONTRACTOR agrees that such excess costs will become an additional part of the subcontractor's cost share and not be the basis for a cost overrun claim against RPSEA. This provision shall flow down to all subcontractors at any tier using cost or cost sharing contracts. Note: SUBCONTRACTOR may select Automated Clearing House Credits (“ACH funds transfer”), as the means of settlement. With regard to such ACH funds transfer, a payment from RPSEA to SUBCONTRACTOR shall be considered timely with respect to any payment due date contained herein if the ACH funds transfer is completed no later than four (4) business days after such payment due date. RPSEA shall not be in breach of these terms and conditions, or suffer any loss of discount or other penalty, with respect to an ACH funds transfer that was initiated properly and timely by RPSEA to the extent its completion is delayed because of failure or delay by the ACH funds transfer system,