Common use of Merchant Agreements Clause in Contracts

Merchant Agreements. (a) EVERTEC shall contract with potential Merchants accepted for participation in the Merchant Program using the form of Merchant Agreement as has been reasonably approved by BPPR and EVERTEC; provided that EVERTEC shall have the exclusive authority to establish fees and charges applicable to each Merchant for such participation subject to applicable Law and the Rules. EVERTEC shall be the sole owner of all economic rights and benefits of, under and relating to Merchant Agreements (and to the amounts payable to EVERTEC by BPPR, subject to and as provided in Section 6.3(b), with respect to Government-Merchant Agreements); provided, however, that EVERTEC shall not have the right to sell, assign, transfer or encumber such rights without the prior written consent of BPPR, which consent may be granted or denied at BPPR’s sole discretion, except that EVERTEC may assign its rights (including, for the avoidance of doubt, any of its economic rights and benefits of, under and relating to Merchant Agreements), duties and obligations under this Agreement in connection with the grant of a security interest for any securitization or financing transactions, and the enforcement of any rights or remedies that EVERTEC has against BPPR under this Agreement; provided further that, (i) in the event BPPR requests from EVERTEC to provide the Merchant Services at reduced fees or charges to certain Merchants designated by BPPR (the “Designated Merchants”), then BPPR shall pay EVERTEC on a monthly basis the difference between (x) EVERTEC’s standard fees and charges and (y) the reduced fees and charges mutually agreed to by the parties hereto for the Merchant Services provided to such Designated Merchants, and (ii) the Discount Sharing Agreement, which is attached hereto as Exhibit D and incorporated herein, shall remain in full force and effect with respect to the merchants identified in Exhibit D, as the same may be amended from time to time by mutual agreement of the parties hereto. (b) EVERTEC shall follow the normal and customary underwriting and approval processes as reasonably agreed by BPPR and EVERTEC to evaluate potential Merchants for Merchant Services in accordance with the Merchant Application Approval Policy and all applicable Rules. EVERTEC will not enter into a Merchant Agreement with any potential Merchant that does not, in EVERTEC’s reasonable judgment, meet the standards set forth in the Merchant Application Approval Policy without the prior written consent of BPPR; provided that all Merchants party to a Merchant Agreement and all Government-Merchants party to a Government-Merchant Agreement shall be deemed to satisfy the Merchant Application Approval Policy. (c) BPPR may amend the Merchant Application Approval Policy, but only in reasonable conformity with its credit underwriting policies and procedures and industry standards regarding such matters, upon 30 days written notice to EVERTEC; provided that in the event of change in applicable Rules or Law, BPPR shall only be required to provide such advance notice to the extent reasonably practicable. BPPR agrees to review periodically with EVERTEC the Merchant Application Approval Policy in order to eliminate changes that might unnecessarily result in a reduction of the economic benefits EVERTEC and BPPR reasonably should expect to achieve under this Agreement. (d) Each party may terminate any Merchant Agreement in accordance with the terms thereof. Parties shall notify each other in any case where such party reasonably suspects fraud, security breaches or a default by any Merchant, subject to restrictions under applicable Law.

Merchant Agreements. A. EFS retains the right, in its sole and absolute discretion to reject any proposed Merchant Agreement or, upon thirty (a30) EVERTEC shall contract with potential Merchants accepted for participation in days notice to the Merchant Program using the form of Merchant Agreement as has been reasonably approved by BPPR and EVERTEC; provided that EVERTEC shall have the exclusive authority to establish fees and charges applicable to each Merchant for such participation subject to applicable Law and the RulesCompany, to terminate any existing Merchant Agreement. EVERTEC shall be the sole owner of all economic rights and benefits of, under and relating to Merchant Agreements (and to the amounts payable to EVERTEC by BPPR, subject to and as provided in Section 6.3(b), with respect to Government-Merchant Agreements); providedProvided, however, that EVERTEC EFS may terminate a Merchant Agreement immediately at any time without notice if, in the judgment of EFS, financial or other harm to EFS or the Company is reasonably likely to occur unless it is terminated. The Company may request that EFS terminate a Merchant Agreement at any time, if in the judgment of the Company, financial or other harm to EFS or the Company is reasonably likely to occur unless it is terminated. Such approval to the Company shall not be unreasonably withheld, delayed or denied. B. The Company acknowledges and agrees that Merchants will be parties to Merchant Agreements with EFS and that EFS as a member of VISA and MasterCard will have a direct contractual relationship with Merchants as required by the Rules. While those merchant agreements are solely between EFS and its Merchants, EFS and Company acknowledge and agree that Company enjoys a special business relationship. With those Merchants to which Company markets, and that this relationship permits Company to influence the Merchants in their choice of transaction processor. The parties further acknowledge that Company will continue to enjoy that relationship even after prospective Merchants sign an EFS Merchant Agreement. The loyalty of these Merchants to Company is a valuable asset which Company can sell to another entity, as provided herein, and shall be referred to herein as the "Merchant Relationships." C. Subject to the following conditions, and conditions elsewhere in this Agreement, EFS agrees that Company may sell its Merchant Relationships by EFS conveying, assigning and transferring to a third party the portfolio of Merchant Agreements- (1) The Company agrees that in the event the Company receives a bona fide offer to purchase some or all of the Company's then existing Merchant portfolio on the EF S platform which the Company desires to accept, EFS will be notified of the terms of such offer in writing. EFS is hereby granted the right of first refusal to sellpurchase such portfolio being offered at a price and on such terms equal to the offer. EFS may exercise its right of first refusal hereunder by giving written notice of such election to the Company within fourteen (14) days of EFS receiving notice of the offer. EFS may pay in cash or in unrestricted Concord EFS stock at the market value, assignprovided that such stock on the date of acceptance is (I) then publicly traded on any of the New York Stock Exchange, transfer the American Stock Exchange or encumber the NASDAQ National Market lists; and (ii) is freely transferable on such rights market on the date issued by the Company without violation of any securities laws or any inordinate delay or expense. In the prior written consent event that EFS does not exercise its option within such period, the right of BPPRfirst refusal provided herein shall terminate with respect to that specific offer. Any materially different proposal must be offered first to EFS. (2) Regardless of whether EFS shall choose to exercise its right of first refusal, which consent may EFS shall be granted or denied at BPPR’s sole discretion, except that EVERTEC may assign its rights (including, entitled to continue processing for all Merchants for the avoidance balance of doubtthe term of this Agreement, and any agreement to sell Merchants must so stipulate, (3) EFS shall be named as a party to any such agreement to sell the Merchant Relationship, (4) Company and purchaser must agree that Company and purchaser shall be liable to EFS for all chargebacks and other losses incurred in processing for assigned merchants, (5) If this Agreement has not expired, purchaser must agree to enter into an agreement containing substantially the same terms as provided herein with respect to the Merchant Agreements sold and assigned by the Company to such purchaser including a provision releasing EFS from liability for chargebacks as herein provided and (6) In the event of its economic rights such sale, the terms of this Agreement shall continue between the Company and benefits of, under and relating EFS as to any remaining or future Merchant Agreements), duties and accounts. Company shall not be relieved of any obligations under this Agreement in connection with the grant of a security interest for any securitization or financing transactions, and the enforcement of any rights or remedies that EVERTEC has against BPPR under this Agreement; provided further that, (i) in the event BPPR requests from EVERTEC to provide the Merchant Services at reduced fees or charges to certain Merchants designated by BPPR (the “Designated Merchants”), then BPPR shall pay EVERTEC on a monthly basis the difference between (x) EVERTEC’s standard fees and charges and (y) the reduced fees and charges mutually agreed to by the parties hereto for the Merchant Services provided to such Designated Merchants, and (ii) the Discount Sharing Agreement, which is attached hereto as Exhibit D and incorporated herein, shall remain in full force and effect with respect to the merchants identified in Exhibit D, as the same may be amended from time to time by mutual agreement of the parties heretountil its expiration. (b) EVERTEC shall follow the normal and customary underwriting and approval processes as reasonably agreed by BPPR and EVERTEC to evaluate potential Merchants for Merchant Services in accordance with the Merchant Application Approval Policy and all applicable Rules. EVERTEC will not enter into a Merchant Agreement with any potential Merchant that does not, in EVERTEC’s reasonable judgment, meet the standards set forth in the Merchant Application Approval Policy without the prior written consent of BPPR; provided that all Merchants party to a Merchant Agreement and all Government-Merchants party to a Government-Merchant Agreement shall be deemed to satisfy the Merchant Application Approval Policy. (c) BPPR may amend the Merchant Application Approval Policy, but only in reasonable conformity with its credit underwriting policies and procedures and industry standards regarding such matters, upon 30 days written notice to EVERTEC; provided that in the event of change in applicable Rules or Law, BPPR shall only be required to provide such advance notice to the extent reasonably practicable. BPPR agrees to review periodically with EVERTEC the Merchant Application Approval Policy in order to eliminate changes that might unnecessarily result in a reduction of the economic benefits EVERTEC and BPPR reasonably should expect to achieve under this Agreement. (d) Each party may terminate any Merchant Agreement in accordance with the terms thereof. Parties shall notify each other in any case where such party reasonably suspects fraud, security breaches or a default by any Merchant, subject to restrictions under applicable Law.

Merchant Agreements. (a) EVERTEC shall contract with potential Merchants accepted for participation in the Merchant Program using the form of Merchant Agreement as has been reasonably approved set forth on Exhibit I; provided, that Exhibit I may be amended or updated from time to time by BPPR and EVERTEC; provided provided, further, that EVERTEC shall have the exclusive authority to establish fees and charges applicable to each Merchant for such participation subject to applicable Law Legal Requirements and the Rules; provided, further, that EVERTEC must obtain BPPR’s prior written consent for changes to Exhibit I that would conflict with this Agreement or would affect BPPR’s rights and obligations under the Merchant Agreements or Government-Merchant Agreements or would be reasonably likely to have an adverse effect on BPPR (whether economic or otherwise), unless such amendments are necessary to comply with applicable Legal Requirements. To the extent that any outstanding Merchant Agreement or Government-Merchant Agreement contains terms that would reasonably be expected to frustrate the performance of a party’s obligations under this Agreement or enjoyment of a party’s rights under this Agreement, EVERTEC shall cause such Merchant Agreement or Government-Merchant Agreement to be amended promptly following the Effective Date so as to eliminate such term or terms. EVERTEC shall be the sole owner of all economic rights and benefits of, under and relating to Merchant Agreements (and to the amounts payable to EVERTEC by BPPR, subject to and as provided in Section 6.3(b), ) with respect to Government-Merchant Agreements); provided, howeverthat this sentence shall not limit BPPR’s right to indemnity under the terms of each such Merchant Agreement (if any) or other rights of BPPR expressly set forth in this Agreement (including, for the avoidance of doubt, the revenue sharing compensation fee provided in Section 6.4 and the security interests referred to in Section 2.13); provided, further, that EVERTEC shall not have the right to sell, assign, transfer or encumber such rights without the prior written consent of BPPR, which consent may be granted or denied at BPPR’s sole discretion, except that this sentence shall not limit the ability to enter into and comply with the terms of customary financing arrangements with a maximum term that expires no later than December 31, 2034, and EVERTEC may may, encumber or assign its rights (including, for the avoidance of doubt, any of its economic rights rights) and benefits of, under and relating to Merchant Agreements)Agreements in connection with such financing arrangements and in order to grant a security interest or to accomplish a financing strategy so long as such financing agreements by their terms do not limit EVERTEC’s ability to comply with any provision of this Agreement; provided, duties and obligations under further, that that this Agreement shall not limit any encumbrance or assignment arising under or in connection with the grant Existing Credit Agreement, as amended or modified from time to time pursuant to its terms or any other secured financing arrangement (other than a securitization) that by its terms does not limit EVERTEC’s ability to comply with any provision of this Agreement, so long as any such encumbrance of a security interest for any securitization or financing transactionsMerchant Agreement expires by its terms by no later than December 31, and the enforcement of any rights or remedies that EVERTEC has against BPPR under this Agreement2034; provided further provided, further, that, (i) in the event BPPR requests from that EVERTEC to provide the Merchant Services at reduced fees or charges to certain Merchants designated by BPPR (the “Designated Merchants”), then BPPR shall pay EVERTEC on a monthly basis the difference between (x) EVERTEC’s standard fees and charges and (y) the reduced fees and charges mutually agreed to by the parties hereto for the Merchant Services provided to such Designated Merchants, and (ii) the Discount Sharing Agreement, which is attached hereto as Exhibit D and incorporated herein, shall remain in full force and effect with respect to the merchants identified in Exhibit D, as the same may be amended from time to time by mutual agreement of the parties hereto. (b) EVERTEC shall follow the normal and customary underwriting and approval processes as reasonably agreed by BPPR and EVERTEC to evaluate potential Merchants for Merchant Services in accordance with the Merchant Application Approval Policy and all applicable Rules. EVERTEC will not enter into a Merchant Agreement with any potential Merchant that does not, in EVERTEC’s reasonable judgment, meet the standards set forth in the Merchant Application Approval Policy without the prior written consent of BPPR; provided provided, that all Merchants party to a Merchant Agreement and all Government-Merchants party to a Government-Merchant Agreement shall be deemed to satisfy the Merchant Application Approval Policy. (c) BPPR The Merchant Application Approval Policy may be amended from time to time as follows: (i) EVERTEC may amend the Merchant Application Approval PolicyPolicy in a manner consistent with Industry Standards and with commercially reasonable underwriting and approval standards; provided, but only that any such amendment not be effective in reasonable conformity connection with its credit the Merchant Program without BPPR’s prior written consent if the amendment would (i) reasonably be expected to result in the approval of applications by potential Merchants who are or would be “Prohibited or Restricted Merchants” (as defined in the Merchant Application Approval Policy then in effect), (ii) modify the underwriting policies and procedures and industry standards regarding such mattersrequirements applicable to applications by potential Merchants who are or would be “High Risk Merchants” (as defined in the Merchant Application Approval Policy then in effect), upon 30 days written notice (iii) increase the risk of a potential Merchant that is or would be a “High Risk Merchant” or “Prohibited or Restricted Merchant” erroneously not being identified as such, or (iv) conflict with this Agreement, affect BPPR’s rights and obligations under the Merchant Agreements or Government-Merchant Agreements and/or be reasonably likely to EVERTEChave an adverse effect on BPPR (whether economic or otherwise); provided that in the event of change in applicable Rules or Law, BPPR BPPR’s consent shall only not be required to provide such advance notice the extent an amendment is necessary to comply with the Rules or applicable Legal Requirements. Notwithstanding anything to the extent reasonably practicable. contrary herein, in no event shall BPPR be required to open or maintain an account for, or accept any Transaction from, any Merchant or potential Merchant that (i) is or would be a “Prohibited or Restricted Merchant” (as defined in the Merchant Application Approval Policy then in effect) or (ii) is or would be a “High Risk Merchant” but has not been approved in accordance with all applicable underwriting requirements (as set forth in the Merchant Application Approval Policy then in effect). (ii) BPPR may provide to EVERTEC a categorization or identification of, and description of BPPR’s policies and procedures with respect to, “High-Risk Merchants” and “Prohibited or Restricted Merchants”, which EVERTEC agrees it must abide by notwithstanding anything to the contrary in its Merchant Application Approval Policy. (iii) EVERTEC agrees to review periodically with EVERTEC BPPR the Merchant Application Approval Policy in order to eliminate changes that might unnecessarily result in a reduction of the economic benefits EVERTEC and BPPR reasonably should expect to achieve under this Agreement. (d) Each party may terminate any Merchant Agreement in accordance with the terms thereof. Parties shall notify each other in any case where such party reasonably suspects fraud, security breaches or a default by any Merchant, subject to any applicable restrictions under applicable LawLegal Requirements.