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24.4.1. To r - ' ' ` ` iervicers and our affiliates under statements and other information concerning your business and your
<br /> this Agreerr 6.1.D. - Page 34 ent for the provision of related compliance with the terms and provisions of this Agreement as we may
<br /> equipment or related servfces(fndudfng any obligations for which reasonably request.You authorize us to obtain from third parties financial
<br /> payments on account of such obligations are subsequently invalidated, and credit information relating to you in connection with our determination
<br /> declared to be fraudulent or preferential,set aside or required to be repaid whether to accept this Agreement and our continuing evaluation of the
<br /> to a trustee,receiver or any other party under any bankruptcy act,state or financial and credit status of you.We may also access and use information
<br /> federal law,common law or equitable cause),you grant to Servicers a first which you have provided to Bank for any other reason.Upon request,you
<br /> priority lien and security interest in and to(i)the Reserve Account and(ii) shall provide to us or our representatives reasonable access to your facilities
<br /> any of your funds pertaining to the Card transactions contemplated by this and records for the purpose of performing any inspection and/or copying
<br /> Agreement now or hereafter in the possession of Servicers,whether now of your books and/or records deemed appropriate.In such event,you
<br /> or hereafter due or to become due to you from Servicers.Any such funds, shall pay the costs incurred by us for such inspection,including,but not
<br /> money or amounts now or hereafter in the possession of Servicers may be limited to,costs incurred for airfare and hotel accommodations.
<br /> commingled with other funds of Servicers,or,in the case of any funds 25.2. You will provide us with written notice of anyjudgment,writ,
<br /> held pursuant to the foregoing paragraphs,with any other funds of other �,�,arrant of attachment,execution or levy against any substantial part
<br /> customers of Servicers.In addition to any rights now or hereafter granted �Z5%or more in value)of your total assets not later than three(3)days
<br /> under applicable law and not by way of limitation of any such rights, after you become aware of same.
<br /> Servicers are hereby authorized by you at any time and from time to time,
<br /> without notice or demand to you or to any other person(any such notice
<br /> and demand being hereby expressly waived),to set off,recoup and to 26.1. You agree to indemnify and hold us harmless from and against all
<br /> appropriate and to apply any and all such funds against and on account
<br /> of your obligations to Servicers and their affiliates under this Agreement losses,liabilities,damages and expenses:
<br /> and any other agreement with Servicers or any of Servicers'affiliates for a. resulting from any breach of any warranty,covenant or agreement or
<br /> any related equipment or related services(including any check warranty any misrepresentation by you under this Agreement;
<br /> and check verification services),whether such obligations are liquidated, b. arising out of your or your employees'or your agents'negligence or
<br /> unliquidated,fixed,contingent,matured or unmatured.You agree to duly willful misconduct,in connection with Card transactions or otherwise
<br /> execute and deliver to Servicers such instruments and documents as arising from your provision of goods and services to Cardholders;
<br /> Servicers may reasonably request to perfect and confirm the lien,security
<br /> interest,right of set off,recoupment and subordination set forth in this c. arising out of your use of our Service;or
<br /> Agreement. d. arising out of any third party indemnifications we are obligated to
<br /> 24.4.2. To the extent funds are held in a separate Reserve Account, make as a result of your actions(including indemnification of any
<br /> the Reserve Account shall be subject to(i)Servicers'security interest Association or Issuer).
<br /> pursuant to this subsection 24.4,and(ii)an account control agreement 26.2. We agree to indemnify and hold you harmless from and against all
<br /> (as defined by the applicable sections of the Uniform Commercial Code, losses,liabilities,damages and expenses resulting from any breach of any
<br /> hereinafter referred to as"Control Agreement")among you,the institution warranty,covenant or agreement or any misrepresentation by us under
<br /> at which the Reserve Account is held(such institution hereinafter referred this Agreement or arising out of our or our employees'gross negligence
<br /> to as"Settlement Account")and Servicers(such investment account or willful misconduct in connection with this Agreement.
<br /> hereinafter referred to as the"Control Account").The Control Agreement
<br /> shall be in form and substance satisfactory to Servicers.The Settlement
<br /> Account shall be a National Association bank which is mutually acceptable 27.1. You authorize us to share information from your Application with
<br /> to you and Servicers. American Express,JCB,or any other Non-Bank Card Association.
<br /> 24.4.3. For sake of clarification and notwithstanding anything in the 27.2. You understand that American Express transactions are processed,
<br /> Agreement to the contrary,in the event Servicers deduct,holdback, authorized and funded by American Express.American Express will pro-
<br /> suspend,off set or set off(collectively"Set Off Funds")any settlement vide you with its own agreement that governs those transactions.You
<br /> monies or amounts otherwise due you pursuant to the terms of this understand and agree that we are not responsible and assume absolutely
<br /> Agreement,you acknowledge that such Set Off Funds will be held in a no liability with regard to any such transactions,including but not limited
<br /> commingled Reserve Account(s)of Servicers(as described in this to the funding and settlement of American Express transactions,and that
<br /> subsection 24.4)unless such Set Off Funds are wired or deposited by American Express will charge additional fees for the services they provide.
<br /> Servicers into any Control Account,pursuant to a Control Agreement in 2�.3. If you accept JCB Cards,you must securely retain original JCB Sales
<br /> which case Servicers will transfer Set Off Funds from their commingled Drafts and JCB Credit Drafts for a period of at least 120 days from the date
<br /> Reserve Account(s)to the Control Account as soon as practicable using of the JCB Card transaction and you must retain microfilm or legible copies
<br /> commercially reasonable efforts. of JCB Sales Drafts and JCB Credit Drafts for a period of at least three(3)
<br /> 24.4.4. If in replacement of or in addition to the first priority lien and years following the date of the transaction.
<br /> security interest in the Reserve Account,you grant to Servicers a first 2�,4. If you accept JCB Cards,you agree to be bound by JCB rules.
<br /> priority lien and security interest in and to one or more certificates of You also agree to be bound by all other provisions of this Agreement
<br /> deposit,the certificates of deposit shall be uncertificated and shall be Which are applicable to JCB.
<br /> subject to an Acknowledgement of Pledge of Certificate of Deposit and
<br /> Control Agreement(the"Certificate of Deposit Control Agreement")by, 27•5. If you accept Voyager and/or WEX Cards,you agree to be bound
<br /> between and among Customers,Servicers and the financial institution by the WEX and/or Voyager rules.You also agree to be bound by all other
<br /> that has established and issued the certificate of deposit.The form of the provisions of this Agreement which are applicable to WEX and/or Voyager.
<br /> Certificate of Deposit Control Agreement and the financial institution that 27,6. If you execute a WEX Merchant Agreement,you understand
<br /> will establish and issue the certificate of deposit shall be satisfactory and that we will provide such agreement to WEX,but that neither we nor WEX
<br /> acceptable to Servicers. shall have any obligation whatsoever to you with respect to processing
<br /> � WEX Cards unless and until WEX executes your WEX Merchant Agreement.
<br /> If WEX executes your WEX Merchant Agreement and you accept WEX
<br /> 25.1. Upon request,you will provide us quarterly financial statements Cards,you understand that WEX transactions are processed,authorized
<br /> within 45 days after the end of each fiscal quarter and annual audited and funded by WEX.You understand that WEX is solely responsible for all
<br /> financial statements within 90 days after the end of each fiscal year.Such agreements that govern WEX transactions and that we are not responsible
<br /> financial statements shall be prepared in accordance with generally and assume absolutely no liability with regard to any such agreements or
<br /> accepted accounting principles.You will also provide such other financial WEX transactions,including but not limited to the funding and settlement
<br /> WFB1301 20
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