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Subject to the terms of this Agreement, Bank will process the transaction file containing Customer's Entries and transmit the Entries to the ACH within applicable deadlines to meet the Effective Entry Date specked in the file, provided that Bank receives the file from Customer by the applicable deadlines and the Customer complies with any Prefundmg requirements. A file contained on tape is received by Bank when die tape is actually received at the location Bank specifies from time to time. A file transmitted to Bards via electronic transmission is received by Bank when the transmission is completed and Bank is satisfied that applicable security procedures have been followed If Bank receives a file from Customer after the applicable deadline, Bank will use reasonable efforts to process that file so that settlement can be completed as scheduled. However, Bank will not be liable to Customer or to any third party if settlement is not met. Upon request, Bank will provide Customer with a list of days on which Bank does not process files and changes to the list as they occur. Customer agrees that Bank has no obligation to accept Entries and therefore may reject any Paltry submitted by Customer. Bank may reject any Entry which does not comply with the requirements of the Agreement, including applicable security procedures and Prefunding requirements or Limits (as defined below), or for which Bank has reason to believe Customer has breached one or more of the warranties Customer made to Bank with respect to such Entry, or for any other reason permitted under the Rules. Bank may also reject an Entry (with subsequent notice of rejection being forwarded to Customer) without liability to Customer i4 in Bank's reasonable judgment, processing the Entry would cause Bank to violate any applicable law or regulation. If Bank rejects any Entry under this paragraph, Bank will use reasonable efforts to notify Customer the same day. In any can, Bank will notify Customer no later than the Effective Entry Date. Bank shall have no liability to Customer for rejection of an Entry or for failure to notify Customer of rejection and shall not be liable to pay any interest to Customer even if the amount of Customer's payment order is fully covered by awithdrawable credit balance in Customer's Account or Bank has otherwise received full payment from Customer. If Customer asks Bank to amend or cancel an Entry and Customer's request complies with applicable security procedures, Bank will use reasonable efforts to comply with Customer's request prior to transmitting, it to the ACH or debiting or crediting the account of the Receiver for an Chi -Us Entry. However, Bank will not be liable to Customer if Bank is unable to cancel or amend the Entry. Customer agrees to indemnify and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including reasonable attorneys' fees and costs, resulting from compliance with Customer's cancellation or amendment request If an Entry is returned to Bank through the ACH, Bank will notify Customer no later than the next business day after Bank receives the returned Entry. Bank will have no obligation to retransmit a returned Entry unless Bank is required to do so by the Rules. Unless Bank is required by the Rules to retransmit a returned Entry, Customer must retransmit the Entry to Bank. As an accommodation service to Customer, Bank may reinitiate Entries returned for insufficient or uncollected funds if reinitiation is permitted by the Rules and Customer requests Bank in writing to provide this service. 5. INTERNATIONAL ACH TRANSACTIONS MAT71. Customer shall not initiate any IAT Entries without Bank's prior approval. If approved by Bank, the following provisions apply to IAT Entries originated by Customer. "(a) IAT Entries are transmitted by Bank in U.S. dollars and converted to the local currency for receipt in the foreign country at the exchange rate determined by Bank's processor on the date determined by Bank's processor. All risk of fluctuation in the applicable exchange rate is borne by Customer. (b) In the eventof a returned IAT Entry, consumer payments will be credited to Customer at the originated U.S. doll aramount; corporate payments will be credited to Customer at the exchange rate determined by BarWs processor at the time of return (c) In the event of an error in an Entry or duplicate entries, Customer acknowledges and agrees that Customer shall be liable for any and all losses caused by and a direct or indirect result from the error or duplicate Entry. (d) Customer shall originate all International ACH Transactions, as that term in defined in the Rules, with an IAT SEC code and Customer hereby gees to abide by all of the Rules related to LAT Entries. (e) Customer agrees that in the ease of a non -Consumer Account, Customer shall enter into an agreement with the Receiver whereby the Receiver agrees to abide by the Rules in effect from time to time. (f) Customer acknowledges that it has reviewed and understands Rules related to excepdons to the Rules for outbound IAT Entries and Customer understands and agrees that laws, regulations, and rules of the country in which the Receiver is located shall govern the matters listed within that subsection. Customer further acknowledges that Customer understands how such laws, regulations and rules differ from the Rules. (g) IAT Entries must be authorized as provided in the Rules. The form and content of the authorization, including whether such authorization may be oral, electronic, or written, shall be governed by the laws andpayment system rules of the receiving country. (h) Customer hereby indemnifies Bank from and against any and all resulting claims, demands, losses, liabilities, or expenses, including attomeys' fees and costs, resulting directly or indirectly from Customer's origination of an IAT Entry.' 6. Settlement-focEntries. Customer agrees to maintain with Bank one or more designated Deposit Accounts during the term of the Agreement (the "Account" or "Accounts") for settlement purposes, as designated in Section I of the Service Schedule. All Entries mast be settled in the Accounts. Customer acknowledges that the Rules provide that payment of an Entry by the RDFT to the Receiver is provisional until receipt by the RDFT of final settlement for such Entry. Customer understands that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver ofthe amount credited and Customer will not be deemed to have paid the Receiverthe amount of the Entry. Customer also agrees to send all Entries to Bank in an `unbalanced file format". This means Customer will not include any offset or balancing transactions in any of the Entries Customer initiates. If Customer does not send Customer's Pastries in an unbalanced file format, Bank may suspend transmission of 17 of 29 P56