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1 5. Recording and Use of Communications. Company and Financial Institution agree that all telephone conversations, emails or data transmissions between them or their agents made in connection with this Agreement may be electronically recorded and retained by either party by use of any reasonable means, 6. Processing, Transmittal And Settlement By Financial Institution. (a) Except as provided in Section 7, On-Us Entries and Section 8, Rejection of Entries, Financial Institution shall (I) process Entries received from Company to conform with the file specifications set forth in Rules, (II) transmit such Entries as an Originating Depository Financial Institution to Upper Midwest Automated Clearing House Association, Inc. (the "ACH") acting as an Automated Clearing House Operator, and (III) settle for such Entries as provided in the Rules. (b) Financial Institution shall transmit or complete the necessary batch authorization of such ACH Entries by the Delivery Date deadline of the ACH set forth in Schedule B attached hereto prior to the Effective Entry Date shown in such Entries, provided (I) such Entries are received by Financial Institution's related cut-off time set forth on Schedule B on a business day, (II)the Effective Entry Date is at least two (2) days after such business day, and (III)the ACH is open for business on such business day. For purposes of this Agreement, a "business day" is as defined in regulation CC Section 229.2(g), and (IV) Entries shall be deemed received by Financial Institution, in the case of transmittal by tape, when received by Financial Institution at the location set forth in Schedule B, and in the case of transmittal by electronic transmission, when the transmission (and compliance with any related security procedure provided for herein) is completed as provided in Schedule A or Schedule C. (c) If any of the requirements of clause, (I), (II), (III) of,Section 6(b) is not met, Financial Institution shall use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH following that specified in Schedule B which is a business day and a day on which the ACH is open for business. 7. On-Us Entries. Except as provided in Section 8, Rejection of Entries, in the case of an Entry received for credit to an account maintained with Financial Institution (an "On-Us Entry"), Financial Institution shall credit the Receiver's account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided'the requirements set forth in clauses (I) and(II) of Section 6(b) are met. If either of those requirements is not met, Financial Institution shall use reasonable efforts to credit the Receiver's account in the amount of such Entry no later than the next business day following such Effective Entry Date. Page3 of 12