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9. Recording and Use of Communications. Customer and Bank agree that all telephone conversations or data transmissions between thein or their agents made in connection with this Appendix may be electronically recorded and retained by either party by use of any reasonable means. 10. Processing, Transmittal and Settlement of Entries by Bank. 10.1 Bank will process, transmit and settle for credit and debit Entries initiated by Customer as provided in the NACHA Rules as in effect from time to time, and pursuant to this Appendix. Exclusive of "Same Day ACH Entries," which are described in Section 23 below, Bank will transmit such Entries as an ODFI to the ACH Operator by the deadlme of the ACH Operator, provided such Entries are received by Bank prior to 8:00 p.m. Eastern Time ("ET") and the ACH Operator is open for business on such Business Day. Entries received after 8:00 p.m. ET will be deemed received the following Business Day. If the Effective Entry Date falls on a non -Business Day, final settlement will occur on the next Busmess Day. Customer may submit a NACHA-formatted file up to the time limit in advance of the Effective Entry Date as the Services permit, or as may otherwise be permitted by Bank under the teens of this Appendix. Customer will hold Bank harmless from all charges and liabilities that may be incurred as a result of the delivery of late Entnes. 10.2 If the file of Entries is received other than in specified NACHA and Bank format, Customer will be required to provide Bank with a corrected file. If a corrected file of Entries is received later than 8.00 p.m. ET on the delivery date with an intended Effective Entry Date of next -Business Day, Customer will hold Bank harmless from all charges and liabilities that may be incurred as a result of the processing of late Entries. 10.3 For purposes of this Appendix, Entries shall be deemed received by Bank, in the case of electronic file transmission, when the transmission is completed as set forth in Bank's Appendix for Data Transmission Services and/or the Services' Setup Form(s). 10.4 If any of the requirements of this Section 10 (or of Section 23 with respect to Same Day ACH Entnes) are not met, Bank shall use reasonable efforts to transmit such Entries to the ACH Operator by the next deposit deadline on which the ACH Operator is open for business. 11. On -Us Entries. Except as otherwise provided herein, in the case of an Entry received for credit or debit to an account maintained by Bank (an "On -Us Entry"), Bank will credit or debit the Receiver's account in the amount of such Entry on the Effective Entry Date, provided the requirements set forth herein are otherwise met. If those requirements are not met, by reason of stale or same-day Effective Entry Dates on such Entries, Bank will credit or debit the Receiver's account in the amount of such Entry on the date the Entry was received by Bank, or if the Entry was received on a non -Business Day, Bank will credit or debit the Receiver's account in the amount of such Entry on the next Banking Day following the date the Entry was received by Bank. Bank will have the right to reject an On - Us Entry as described in Section 12, Returned or Rejected Entries. In the case of an On -Us Entry, Bank will have all nghts of an RDFI including, without limitation, the rights set forth in NACHA Rules. 12. Returned or Rejected Entries. 12.1 In the event any Entry is returned or rejected by the ACH Operator or any RDFI or Intermediary Depository Financial Institution for any reason whatsoever, it shall be the responsibility of Customer to remake and resubmit such Entry or otherwise resolve the returned Entry in accordance with the NACHA Rules. 12.2 Bank shall remake such Entry in any case where rejection by the ACH Operator was due to mishandling of such Entry by Bank and sufficient data is available to Bank to permit it to remake such Entry In all other instances, Bank's responsibility will be to receive rejected or retumed Entries from the ACH Operator, perforin necessary processing, control and settlement functions, and to forward such Entries to Customer. Except for an Entry retransmitted by Customer in accordance with the requirements of Section 5, Transmittal of Entries by Customer, Bank shall have no obligation to retransmit a returned Entry to the ACH Operator if Bank complied with the terms of this Appendix with respect to the original Entry 12.3 Bank may reject any Entry which does not comply with the requirements of Section 5, Transmittal of Entries by Customer, or Section 7, Security Procedures. Bank may also reject any Entry which contains a future Settlement Date that exceeds the limits set forth within the Services. Bank may reject an On -Us Entry for any reason for which an Entry may be returned under the NACHA Rules. Bank may reject any Entry or file if Customer has failed to comply with its Settlement Account balance obligations under Section 2, Customer Obligations, or Customer's Exposure Limit under Section 3, Risk Exposure Limits. Notices of rejection shall be effective when given. Bank shall have no liability to Customer by reasons of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein. Bank may monitor Customer's rejected or retumed Entries. Bank reserves the right, in its sole and exclusive discretion, to require Customer to establish a reserve Account in the event that an excessive number of Customer's debit Entnes are rejected or returned. 12.4 In accordance with NACHA Rules, Bank may monitor returned Entries, and in its sole discretion, may: (1) require Customer to lower its retum rates, (2) invoke premium penalty fees for unauthorized or excessive retum rates, and/or (3) mvoke termination or suspension of the Services and/or this Appendix in conjunction with Section 31 of this Appendix. 13. Cancellation or Amendment by Customer. Customer shall have no right to cancel or amend any Entry or file after its receipt by Bank. However, if such request complies with the Security Procedures applicable to the HC 4814-6754-1149 26 of 58 022016 P40