Company Reserve Account Upon Termination. (1) The Company Reserve Account shall remain deposited at Bank throughout the term of this Agreement, including any extensions and renewals thereof, and through the end of any period of continued servicing as described in Section 11.7. In the event that there are any unresolved obligations or liabilities of Company at the expiration or termination of this Agreement and the conclusion of any period of continued servicing as described in Section 11.7, Bank may retain in the Company Reserve Account a sum equal to 1.5 times the aggregate of such unresolved obligations or liabilities and may retain such sums until satisfactory resolution of the obligations or claims. Sums so retained shall be in addition to any sums retained pursuant to subsections (2) or (3) below. Bank will permit the entire amount held in the Company Reserve Account, except for sums, if any, retained pursuant to the foregoing provisions of this subsection (1), to be withdrawn by Company, upon the execution and delivery of an agreement, in form and substance satisfactory to Bank, by Bank and by the member in good standing of the Associations which has been recognized by the Card Associations as the assignee of the BINs and ICAs relating to the Merchant Program, and which has capitalization which is acceptable to Bank, in its reasonable discretion, whereby such member, having been designated by Company pursuant to Section 10.4, receives the assignments referred to therein and, concurrently therewith, assumes all liabilities associated with the assigned BINs/ICAs, including without limitation all trailing chargeback liabilities.
Company Reserve Account Upon Termination. (1) The Company Reserve Account shall remain deposited at Bank and funded in the amount required under Section 5.3(a) above, throughout the term of this Agreement, including any extensions and renewals thereof, and through the end of any period of continued servicing as described in Section 11.7. Following the expiration THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or termination of this Agreement and the conclusion of any period of continued servicing as described in Section 11.7, Bank, in its sole reasonable discretion, may retain in the Company Reserve Account funds in the amount prescribed pursuant to Section 5.3(a) above, and may retain the security interest and set-off rights therein provided for in Section 5.4, until neither the Company nor any Merchant nor any third party referred to in Section 2.1 or Article III or Exhibit 2.2(H) has any Material outstanding obligations or liabilities to Bank under this Agreement, including without limitation obligations for any Merchant Losses, or any contingent liabilities (including, without limitation, for trailing chargebacks), as determined by Bank in its sole reasonable discretion. Bank shall pay to Company, upon Company’s request, any amounts remaining in the Company Reserve Account which constituted funding required pursuant to this Section 5.3(c)(1), within ten (10) business days following the satisfaction of the condition described in the immediately preceding sentence. Bank will permit the withdrawal of all funds held in the Company Reserve Account, if Bank enters into an agreement, in form and substance satisfactory to Bank, with a member in good standing of the Card Associations which has been recognized by the Card Association as the assignee of the BINs and ICAs relating to the Merchant Program which has capitalization which is acceptable to Bank, in its reasonable discretion, whereby such member receives assignment pursuant to Section 10.4 of this Agreement and assumes all liabilities associated with the assigned BINs/ICAs, including without limitation trailing chargebacks liabilities. The funding required pursuant to this Section 5.3(c)(1) shall be in addition to the funding required pursuant to Section 5.3(c)(2) below.
