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without further cause or penalty by providing us written notice of us for any obligations associated with transacr ' ' " '`o
<br /> termination.You must terminate within 20 days after we provide notice of us are intended to survive termination of this 6.�.D. - Pag@ 33
<br /> the Section 18.6 fee increase.The Section 18.6 fee increase shall not take 23.6. If any Event of Default shall have occurred and regardless of
<br /> effect in the event you provide timely notice of termination.However, Whether such Event of Default has been cured,we may,in our sole
<br /> your continued use of our Services after the effective date of any increase discretion,exercise all of our rights and remedies under applicable law
<br /> shall be deemed acceptance of the increased fees for Services, and this Agreement,including,without limitation,exercising our rights
<br /> throughout the term of this Agreement. under Section 24.
<br /> 23.4. If any of the following events shall occur(each an"Event of Default"): 23.7. In the event you file for protection under the Bankruptcy Code or
<br /> 23.4.1. a material adverse change in your business,financial condition, any other laws relating to bankruptcy,insolvency,assignment for the
<br /> business procedures,prospects,products or services;or benefit of creditors or similar laws,and you continue to use our Services,it
<br /> 23.4.2. any assignment or transfer of voting control of you or your is your responsibility to open new accounts to distinguish pre and post
<br /> parent;or filing obligations.You acknowledge that as long as you utilize the accounts
<br /> you established prior to such filing,we will not be able to systematically
<br /> 23.4.3. a sale of all or a substantial portion of your assets;or segregate your post-filing transactions or prevent set-off of the pre-
<br /> 23.4.4. irregular Card sales by you,excessive Chargebacks,non- existing obligations.In that event,you will be responsible for submitting
<br /> compliance with any applicable data security standards,as determined by an accounting supporting any adjustments that you may claim.
<br /> Servicers,of any Card Association,or any other entity,or an actual or 23.8. The Associations often maintain lists of inerchants who have had
<br /> suspected data security breach,nonconformance with any applicable their Merchant Agreements or Card Acceptance rights terminated for
<br /> data security standards,as determined by Servicers,any Card Association, cause.If this Agreement is terminated for cause,you acknowledge that we
<br /> or any other entity,or an actual or suspected data security breach,or any may be required to report your business name and the names and other
<br /> other circumstances which,in our sole discretion,may increase our information regarding its principals to the Associations for inclusion on
<br /> exposure for your Chargebacks or otherwise present a financial or security such list(s).You expressly agree and consent to such reporting if you are
<br /> risk to us;or terminated as a result of the occurrence of an Event of Default or for any
<br /> 23.4.5. any of your representations or warranties in this Agreement reason specified as cause by Visa,MasterCard or Discover.Furthermore,
<br /> are breached in any material respect or are incorrect in any material you agree to waive and hold us harmless from and against any and all
<br /> respect when made or deemed to be made;or claims which you may have as a result of such reporting.
<br /> 23.4.6. you shall default in any material respect in the performance or 23.9. After termination of this Agreement for any reason whatsoever,
<br /> observance of any term,covenant,condition or agreement contained in you shall continue to bear total responsibility for all Chargebacks,fees,
<br /> this Agreement,including,without limitation,the establishment or credits and adjustments resulting from Card transactions processed
<br /> maintenance of funds in a Reserve Account,as detailed in Section 24;or pursuant to this Agreement and all other amounts then due or which
<br /> 23.4.7. you shall default in any material respect in the performance or thereafter may become due under this Agreement.
<br /> observance of any term,covenant or condition contained in any
<br /> agreement with any of our affiliates;
<br /> 23.4.8. you shall default in the payment when due,of any material 24.1. You expressly authorize us to establish a Reserve Account to help
<br /> indebtedness for borrowed money or any material trade payable;or mitigate our risk exposure under this Agreement.The decision to establish
<br /> a Reserve Account(and the amount thereof)lies exdusively with us,and
<br /> 23.4.9. you shall file a petition or have a petition filed by another you understand that you are obligated to fund such account pursuant to
<br /> party under the Bankruptcy Code or any other laws relating to bankruptcy, the terms and conditions set forth in this Section 24.The amount of such
<br /> insolvency or similar arrangement for adjustment of debts;consent to or Reserve Account shall be set by us,in our sole discretion,based upon your
<br /> fail to contest in a timely and appropriate manner any petition filed against processing history(where applicable)and the potential risk of loss to us
<br /> it in an involuntary case under such laws;apply for or consent to,or fail to as we may determine from time to time.
<br /> contest in a timely and appropriate manner,the appointment of,or the
<br /> taking of possession by,a receiver,custodian,trustee or liquidator of itself 24.2. The Reserve Account shall be fully funded upon three(3)days'
<br /> or of a substantial part of its property;or make a general assignment for notice to you,or in instances of fraud or suspected fraud an Event of Default
<br /> the benefit of creditors;or take any corporate action for the purpose of Reserve Account funding may be immediate.Such Reserve Account may
<br /> authorizing any of the foregoing;or be funded by all or any combination of the following:(i)one or more debits
<br /> to your Settlement Account or any other accounts held by Bank or any of
<br /> 23.4.10. your independent certified accountants shall refuse to its affiliates;at any financial institution vested in the name of Client,any of
<br /> deliver an unqualified opinion with respect to your annual financial its principals,or any of its guarantors,or if any of same are authorized
<br /> statements and your consolidated subsidiaries;or signers on such account;(ii)any payments otherwise due to you,including
<br /> 23.4.11. a violation by you of any applicable law or Association Rule any amount due from TeleCheck;(iii)your delivery to us of a letter of
<br /> or our reasonable belief that termination of this Agreement or suspension credit;or(iv)if we so agree,your pledge to us of a freely transferable and
<br /> of Services is necessary to comply with any law including without limitation negotiable certificate of deposit.Any such letter of credit or certificate of
<br /> the rules and regulations promulgated by the Office of Foreign Assets deposit shall be issued or established by a financial institution acceptable
<br /> Control of the US Department of the Treasury or your breach,as determined to us and shall be in a form satisfactory to us.In the event of termination
<br /> by Servicers,of Section 35.2("Compliance with Laws");then,upon the or expiration of this Agreement by any party,an immediate Reserve
<br /> occurrence of(1)an Event of Default specified in subsections 23.4.4,23.4.9 Account may be established without notice in the manner provided above.
<br /> or 23.4.11,we may consider this Agreement to be terminated immediately, Any Reserve Account will be held by us for the greater of ten(10)months
<br /> without notice,and all amounts payable hereunder shall be immediately after termination or expiration of this Agreement or for such longer period
<br /> due and payable in full without demand or other notice of any kind,all of of time as is consistent with our liability for Card transactions and Charge-
<br /> which are expressly waived by you,and(2)any other Event of Default,this backs in accordance with Association Rules.Your funds will be held in an
<br /> Agreement may be terminated by us giving not less than 10 days'notice account commingled with reserve funds of our other Clients,without
<br /> to you,and upon such notice all amounts payable hereunder shall be due involvement by an independent escrow agent.Unless specifically agreed
<br /> and payable on demand. in writing by us or specifically required by applicable law,funds held by us
<br /> 23.5. Neither the expiration nor termination of this Agreement shall in a Reserve Account shall not accrue interest.
<br /> terminate the obligations and rights of the parties pursuant to provisions 24.3. If your funds in the Reserve Account are not sufficient to cover the
<br /> of this Agreement which by their terms are intended to survive or be Chargebacks,adjustments,fees and other charges due from you,or if the
<br /> perpetual or irrevocable.Such provisions shall survive the expiration or funds in the Reserve Account have been released,you agree to promptly
<br /> termination of this Agreement.All obligations by you to pay or reimburse pay us such sums upon request.
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