Agmt11 EPX-Electronic Payment Exchange

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officer or o�cers of any party) relating to the matters covered herein and wnstitutes the ent've agrecment of the parties hereto. 10.5. Assimment. This Agreement may not be usigned by Merchant without the prior written consent of Bank and EPX. Bank and/or EPX may assign this Agreement without limitation. Assignment of this Agreement by Bank or EPX shall relieve such pazry of any fwther obligations under this Agreemcnt. 10.6. Caqtions. Captions in this Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intcnt of the provisions of this Agreement. 10.7. Financial Accommodations. Bank, EPX and Merchant intend this Agreement to be construed as a contract to extend financial accommcxla[ions for the benefit of Merchant. 10.8. Governin�Law. This Agreement shall bc govemed and construed in accordance wilh the laws of the State of Delawarc, without regard to intemai principles of wn(lict of laws, and federal law. 10.9. Anomev's Fees. lf Bank or EPX takes legal action a�ainst Merchant for any Chargebacks or any amounts due Bank or EPX herein, Merchant shall pay the costs and attomeys' fees incurred by Bank and/or EPX, whether suit is commenced or not. 10.10. Setoff. In addition to any other legal or equitable remedy available to it in accordance with this Agreement or by law, Bank and/or EPX may set ofF any amounts due to Bank and/or EPX under this Agreement against any property of Merchant in the possession or control of Bank or EPX. 10.1 l. No Waiver. My delay, waiver or omission by a paRy to exercise any right or power arising from any breach or default of the other pazty in any of the terms, provisions or covenanu of this Agreement shall not be construed to be a waiver of any subsequent breach or default of the same or any other terms, provisions or covenants on the part o£ the other party. All remedies afforded by this Agreement for a breach hereof shall be cumulative. I0.12. Waiver. To the extent that Merchant becomes a debtor under any chapter of title 11 of the United States Code and such event does not result in the termination of this Agreement, Merchant hereby unconditionally and absolutely waives any right or ability that Merchant may othenvise have had to oppose, defend against or otherwise chal(enge any motion filed by Bank or EPX for rclief from the automatic stay of 11 U.S.C. § 362(a) to enTorce any of Bank's or EPX's right5 or claims under this Agreement. 10.13. Force Maiewe. The parties shall be excused from perfortning any of [heir respective obligations under this Agreement which are preventcd or delayed by any occurrence not within their respective control including but not limited to strikes or other labor matters, deswction of or damage to any building, natural disasters, accidents, riots or any reguladon, rule, law, ordinancc or order of any federal, state or local government authority. 10.14. Severabiliri. lf any provisions of this Agreement shall be held, or deemed to be, or shall, in facy be, inoperadve or unenforccable as applied in any particular situation, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperauve or unenforceable to any extent whatsoever. The invalidiry of any one or morc phrases, sentences, clauses or pazagaphs herein contained shall not affect thc remaining portions of this Agreement or any part hereof. 10.15. Amendments to this Aereement. Prom time to time Bank and/or EPX may amend this Agreement as follows: lnitials �'�,l" {N\� Y:ip;e 14 ��f 19 -- - �