Creating a Reserve. Regardless of any contrary provision in the Agreement, we have the right in our sole discretion to determine that it is necessary to establish a Reserve. If we believe that we need to create a Reserve, we may immediately establish a Reserve or terminate the Agreement. We shall inform you if we establish a Reserve or terminate the Agreement. We may establish a Reserve by (i) withholding amounts from payment we otherwise would make to you under the Agreement or (ii) requiring you to deposit funds or other collateral with us. Any collateral provided pursuant to this Section 3 of the General Provisions is subject to our prior written approval. We may increase the amount of the Reserve at any time so long as the amount of the Reserve does not exceed an amount sufficient, in our reasonable judgment, to satisfy any financial exposure or risk to us under the Agreement (including Charges submitted by you for goods or services not yet received by Cardmembers and our costs of handling Disputed Charges) or to us or our Affiliates under any Other Agreement, or to Cardmembers. Upon the occurrence of an event described in Section 3.b.viii of the General Provisions, and during any continuation of such event, we may take immediate action to establish or increase the amount of any Reserve to an amount proportional to the risk covered by such event.
Creating a Reserve. If we believe that we need to create a Reserve, we may do so immediately by:
(i) withholding amounts from payments we otherwise would make to you under this Agreement; or
(ii) require you to deposit funds or other collateral with us. Such amounts or funds are called a Reserve. The amount of the Reserve may change from time to time, and we will only hold an amount that we consider to be reasonable and necessary to cover our financial exposure or risk to us or our Affiliates under this or any Other Agreement. Some of the events that may cause us to establish a Reserve include:
(a) your ceasing a substantial portion of, or adversely altering, your operations;
(b) your selling all or substantially all of your assets or any third party acquiring 25% or more of the equity interests issued by you;
(c) your suffering a material adverse change in your business;
(d) your becoming insolvent;
(e) our receiving a disproportionate number or amount of Disputed Charges at your Establishments;
(f) our reasonable belief that you will not be able to perform your obligations under this or any Other Agreement; or
(g) you become subject to any protective action by any third party with whom you have entered into an arrangement for the acceptance or processing (or both) of Other Payment Products. You agree to notify us immediately upon the occurrence of any of the events described above.
Creating a Reserve. Regardless of any contrary provision in the Agreement, we have the right in our sole discretion to determine that it is necessary to establish a Reserve. If we believe that we need to create a Reserve, we may immediately establish a Reserve or terminate the Agreement. We shall inform you if we establish a Reserve or terminate the Agreement. We may establish a Reserve by (i) withholding amounts from payment
Creating a Reserve. Regardless of any contrary provision in the Agreement, we have the right in our sole discretion to establish or increase a Reserve to cover any financial exposure or risk to us under the Agreement or for any other reason. We shall inform you if we establish or increase a Reserve; however, notice by us to you is not a condition of or requirement for taking such action. We may establish or increase the amount of a Reserve by (i) withholding amounts from payments we otherwise would make to you under the Agreement and/or (ii) requiring you to deposit funds or other collateral with us. Any collateral provided under subpart (ii) above other than cash is subject to our prior written approval, which we may grant or withhold in our sole discretion. We may hold the Reserve in our sole discretion for as long as we determine there is financial exposure or risk to us, our Affiliates and/or our Cardmembers in connection with the Agreement or any Other Agreement. You will not receive interest on funds in the Reserve. The Reserve, all funds, money, investment property and other amounts and property from time to time held therein or in connection therewith, and all interest and other earnings (if any) on any of the foregoing, all writings evidencing any of the foregoing, and all proceeds and products of any of the foregoing (collectively, the Reserve Assets) are and at all times shall remain our sole property. None of the Reserve Assets shall become your property unless and until we release them from the Reserve to you.
Creating a Reserve. Regardless of any contrary provision in this Agreement, we have the right in our sole discretion to take security for your or any of your Affiliates’ obligations to us or any of our Affiliates, under this Agreement or any Other Agreement. If we so determine, we may:
(i) withhold and offset amounts from payments we otherwise would make to you under this Agreement; or (ii) require you to deposit funds with us. Such amounts or funds are called a Reserve. Other Agreement means any agreement other than this Agreement between: (i) you or any of your Affiliates; and (ii) us or any of our Affiliates.
Creating a Reserve. Regardless of any contrary provision in this Agreement, we have the right in our sole discretion to take security for your or any of your Affiliates’ obligations to us or any of our Affiliates, under this Agreement or any Other Agreement. In addition to the foregoing, we may at any time in our sole discretion establish or increase a reserve to be held by us in our account (the “Reserve”). Furthermore, you agree that we will hold the Reserve for a minimum period of six (6) months, with discretion to extend where circumstances warrant in our sole discretion. In order to fund or replenish the Reserve, we may at any time in our sole discretion: (i) withhold amounts that would otherwise be owing to you under this Agreement or under any Other Agreement; or (ii) require you to provide additional funds to us.
Creating a Reserve. Regardless of any contrary provision in this Agreement, we have the right in our sole discretion to take security for your or any of your Affiliates’ obligations to us or any of our Affiliates, under this Agreement or any Other Agreement. In addition to the foregoing, we may at any time in our sole discretion establish or increase a reserve to be held by us in our account (the “Reserve”). In order to fund or replenish the Reserve, we may at any time in our sole discretion: (i) withhold amounts that would otherwise be owing to you under this Agreement or under any Other Agreement; or (ii) require you to provide funds to us.
