Effects of Termination by Either Party. Following termination of this Agreement, Xxxxx Fargo Bank agrees to continue to provide settlement and chargeback services to PayPal in accordance with Article VI of this Agreement and Section 7 of the Service Standards, for all Transactions received by Xxxxx Fargo Bank prior to the effective date of termination. Xxxxx Fargo Bank agrees to continue to furnish to PayPal Chargeback information on all Transactions submitted to Xxxxx Fargo Bank prior to the effective date of termination which result in a Chargeback, until such Chargebacks cease to be received by Xxxxx Fargo Bank, and the information described in Section 4.8 on all Transactions submitted to Xxxxx Fargo Bank prior to the effective date of termination. PayPal shall be obligated to promptly pay processing fees to Xxxxx Fargo Bank for any applicable services following termination, at the rates set forth in Annex B. Upon termination, Xxxxx Fargo Bank shall continue to be authorized to deduct any Chargeback Losses and associated fees from the reserve held in the PayPal Reserve Account. If the PayPal Reserve Account balance is insufficient to cover such obligations, (i) PayPal will remit funds via Fedwire to Xxxxx Fargo Bank within two (2) business days after PayPal is notified, provided that if PayPal fails to remit funds via Fedwire within two (2) business days Xxxxx Fargo Bank will be entitled to cover such obligations by deductions or offsets to payments otherwise due to PayPal or by debiting any other PayPal accounts wherever and by whoever held (except for accounts held by PayPal on behalf of others). PayPal shall be entitled to receive regular statements to support any activity processed through the PayPal Reserve Account and the PayPal Operating Account after termination. Xxxxx Fargo Bank agrees to release a portion of the balance of the reserve on the first day of each calendar month following termination, based on the required balance of the PayPal Reserve Account being reasonably related to the potential outstanding maximum liability related to the Transactions, as determined by Xxxxx Fargo Bank in its reasonable discretion, and the expiration of Chargeback or other liability (including, Chargebacks, Chargeback Losses, fines, fees and penalties and outstanding settlements) for Transactions reasonably attributable to such portion in accordance with the applicable credit card association by-laws and rules; the potential outstanding maximum liability and the expiration of such liability may be...
