Common use of BPPR Responsibilities – General Clause in Contracts

BPPR Responsibilities – General. (a) BPPR shall provide all commercially reasonable assistance as is requested by EVERTEC to obtain the approvals and file the registrations required by any Association in order for EVERTEC to provide the Merchant Services hereunder as an ISO for BPPR as Acquiring Member. BPPR shall (i) take all commercially reasonable action necessary to remain an Acquiring Member of the Associations through the Initial Term and any Renewal Term and (ii) maintain the minimum liquidity, assets, capital and earnings required by each Association so as to sponsor EVERTEC in a manner consistent with the Merchant Acquiring Business and in a manner reasonably designed to support the Merchant Acquiring Business during the Initial Term and any Renewal Term, as reasonably agreed by the parties hereto. (b) BPPR shall act as the Acquiring Member for Merchant Agreements executed by EVERTEC and BPPR. (c) BPPR shall provide (i) all services to the Merchants and Government-Merchants hereunder in accordance with the applicable Rules and (ii) shall continue to provide its functions described in any three-party agreement among BPPR, EVERTEC and any third party (“Indirect Processor Agreement”) consistent with the practices of the Merchant Acquiring Business, including but not limited to following the normal and customary underwriting and approval processes as reasonably agreed by BPPR and EVERTEC to evaluate potential Merchants for Merchant Services, or customers of any third party under an Indirect Processor Agreement, in accordance with the Merchant Application Approval Policy and all applicable Rules. (d) BPPR will obtain copies for EVERTEC of any Association’s manuals and publications that are available to Acquiring Members, and BPPR will forward to EVERTEC all material information routinely provided by each Association that would be reasonably necessary or appropriate for EVERTEC’s fulfillment of its obligations under this Agreement, to the extent permitted under the Rules. EVERTEC will reimburse BPPR for all costs reasonably incurred pursuant to this Section 3.1(d), if any. (e) BPPR will maintain fraud detection and control systems as set forth in Section 3.5 below, and shall also maintain a disaster recovery plan as may be required by any applicable Law. BPPR shall be responsible for complying with all Law applicable to it related to screening, customer identification and know your customer, including the BSA, the USA PATRIOT Act and the applicable requirements and regulations promulgated and issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the Financial Crimes Enforcement Network. BPPR shall use commercially reasonable efforts to monitor Merchants pursuant to such Law for ongoing compliance with any anti-money laundering and BSA requirements. (f) BPPR will notify EVERTEC as soon as practicable following BPPR’s receipt of written notice from any Association regarding a change in such Association’s Assessments. (g) BPPR will notify EVERTEC as soon as practicable following BPPR’s receipt of written notice from any Association regarding changes in the basis for calculation of Interchange Fees by such Association. (h) BPPR is now, and shall remain during the Initial Term and any Renewal Term, compliant with the Rules, including but not limited to, the Payment Card Industry Data Security Standards. (i) During the Initial Term and any Renewal Term, (i) BPPR shall use its reasonable best efforts to ensure that each Government-Merchant Agreement remains in full force and effect and (ii) BPPR shall not act, or fail to act, in any manner that would give a Government-Merchant under any Government-Merchant Agreement the right to terminate, modify or accelerate such Government-Merchant Agreement. (j) Upon the expiration of each Government-Merchant Agreement, BPPR and EVERTEC shall use their respective reasonable best efforts to cause the applicable municipality, government agency, public corporation or other governmental entity to enter into a Merchant Agreement with BPPR and EVERTEC. (k) BPPR shall, on a monthly basis, account to EVERTEC for all fees, revenue and other payments that are paid to BPPR by Government-Merchants and the amounts that BPPR pays to EVERTEC in connection with the Government-Merchant Agreements pursuant to Section 6.3. EVERTEC may reasonably request from BPPR work papers that support the accounting provided to EVERTEC and BPPR shall provide such workpapers within three Business Days of receiving any such request. Upon its receipt of the workpapers, EVERTEC shall have twenty (20) Business Days to dispute any accounting provided by BPPR and, in the event of a dispute, the parties shall negotiate in good faith to resolve such dispute. Any dispute, if not settled by the parties, shall be resolved in accordance with the dispute resolution mechanism set forth in Section 9.2(a), except that a dispute solely under this section shall not be considered an Event of Default. Any amounts owed to EVERTEC upon the resolution of a dispute shall be paid to EVERTEC within three Business Days of such resolution.

BPPR Responsibilities – General. (a) BPPR shall provide all commercially reasonable assistance as is requested by EVERTEC to obtain the approvals and file the registrations required by any Association in order for EVERTEC to provide the Merchant Services hereunder as an ISO for BPPR as Acquiring Member. BPPR shall (i) take all commercially reasonable action necessary to remain an Acquiring Member of the Associations through the Initial Term and any Renewal Term and (ii) maintain the minimum liquidity, assets, capital and earnings required by each Association so as to sponsor EVERTEC in a manner consistent with the Merchant Acquiring Business and in a manner reasonably designed to support the Merchant Acquiring Business during the Initial Term and any Renewal Term, as reasonably agreed by the parties hereto. (b) BPPR shall act as the Acquiring Member for Merchant Agreements; provided, that EVERTEC may enter into Merchant Agreements executed from time to time to provide Merchant Services to Merchants in the United States outside of the Region only to the extent that such Merchants are included by EVERTEC as part of the MAB Adjusted Revenue calculation (“U.S. Mainland Merchants”) and only if such U.S. Mainland Merchants are initially serviced by EVERTEC and BPPR. (c) BPPR shall provide (i) all services pursuant to a Merchant Agreement entered into with such Merchant with respect to its operations within the Region. For the avoidance of doubt, any U.S. Mainland Merchants that EVERTEC proposes to onboard to the Merchants Merchant Program shall be subject to Merchant Program policies and Government-Merchants hereunder in accordance with the procedures not less stringent than those applicable Rules and (ii) shall continue to provide its functions described in any three-party agreement among BPPR, EVERTEC and any third party (“Indirect Processor Agreement”) consistent with the practices of the Merchant Acquiring Business, including but not limited to following the normal and customary underwriting and approval processes as reasonably agreed by BPPR and EVERTEC to evaluate potential Merchants for Merchant Services, or customers of any third party under an Indirect Processor Agreement, in accordance with the Merchant Application Approval Policy and all applicable Rules. (d) BPPR will obtain copies for EVERTEC of any Association’s manuals and publications that are available to Acquiring Membersother Merchants, and BPPR will forward to EVERTEC all material information routinely provided by each Association that would be reasonably necessary or appropriate for EVERTEC’s fulfillment of its obligations under this Agreement, to the extent permitted under the Rules. EVERTEC will reimburse BPPR for all costs reasonably incurred pursuant to this Section 3.1(d), if any. (e) BPPR will maintain fraud detection and control systems as set forth in Section 3.5 below, and shall also maintain a disaster recovery plan as may be required by any applicable Law. BPPR shall be responsible for complying with all Law applicable entitled to it related to screening, customer identification and know your customer, including the BSA, the USA PATRIOT Act and the applicable requirements and regulations promulgated and issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the Financial Crimes Enforcement Network. BPPR shall use commercially reasonable efforts to monitor Merchants pursuant to evaluate any such Law for ongoing compliance with any anti-money laundering and BSA requirements. (f) BPPR will notify EVERTEC as soon as practicable following BPPR’s receipt of written notice from any Association regarding a change in such Association’s Assessments. (g) BPPR will notify EVERTEC as soon as practicable following BPPR’s receipt of written notice from any Association regarding changes in the basis for calculation of Interchange Fees by such Association. (h) BPPR is now, and shall remain during the Initial Term and any Renewal Term, compliant with the Rules, including but not limited to, the Payment Card Industry Data Security Standards. (i) During the Initial Term and any Renewal Term, (i) BPPR shall use its reasonable best efforts to ensure that each Government-Merchant Agreement remains in full force and effect and (ii) BPPR shall not act, or fail to act, in any manner that would give a Government-Merchant under any Government-Merchant Agreement the right to terminate, modify or accelerate such Government-Merchant Agreement. (j) Upon the expiration of each Government-Merchant Agreement, BPPR and EVERTEC shall use their respective reasonable best efforts to cause the applicable municipality, government agency, public corporation or other governmental entity to enter into a Merchant Agreement with BPPR and EVERTEC. (k) BPPR shall, proposal on a monthly basis, account to case-by-case basis and receive from EVERTEC for all fees, revenue and other payments that are paid to BPPR by Government-Merchants and reasonably requested diligence information regarding the amounts that BPPR pays to EVERTEC in connection with the Government-Merchant Agreements pursuant to Section 6.3. EVERTEC may reasonably request from BPPR work papers that support the accounting provided to EVERTEC and BPPR shall provide such workpapers within three Business Days of receiving any such request. Upon its receipt of the workpapers, EVERTEC shall have twenty (20) Business Days to dispute any accounting provided by BPPR and, in the event of a dispute, the parties shall negotiate in good faith to resolve such dispute. Any dispute, if not settled by the parties, shall be resolved in accordance with the dispute resolution mechanism set forth in Section 9.2(a), except that a dispute solely under this section shall not be considered an Event of Default. Any amounts owed to EVERTEC upon the resolution of a dispute shall be paid to EVERTEC within three Business Days of such resolution.U.S.