Common use of Merchant’s Business Clause in Contracts

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes its return policies or fulfillment house from those identified in the Merchant Application. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes change its return policies or fulfillment house from those identified in the Merchant Application; or (g) make any changes to its Account. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.,

Merchant’s Business. Merchant will notify Bank Peoples Trust immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this the Merchant Agreement assumes any interest in Merchant's ’s business; (e) alter in any way Merchant's ’s approved monthly volume, average ticket, or maximum ticket; or (f) changes change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Bank Peoples Trust in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's ’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's Peoples Trust’s exercise of all its rights and remedies provided by this the Merchant Agreement. If any change listed above occurs, Bank Peoples Trust may immediately terminate this the Merchant Agreement. Merchant further acknowledges and agrees that Bank Peoples Trust may withhold funds (settlement or otherwise) or temporarily suspend processing under this the Merchant Agreement if BankPeoples Trust, in its sole discretion, determines that such withholding or suspension is required to protect Bank Peoples Trust from potential losses or if there exist material variances from the disclosures on the Merchant application Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminalsTerminals, (C) Merchant does not receive authorization for transactionsTransactions, (D) Bank Peoples Trust receives excessive Retrieval requests against Merchant's ’s prior activity, or (E) excessive Chargebacks are debited against Merchant's ’s prior activity, then Bank Peoples Trust may delay or withhold settlement of funds for a period not less than 180 days or until Bank Peoples Trust is reasonably certain fraud or other activity detrimental to Bank Peoples Trust has not occurred. BankPeoples Trust’s right to withhold settlement funds as set forth herein survives termination of this agreementthe Merchant Agreement. Merchant must immediately contact Bank Peoples Trust if material variances from the average ticket size or monthly volume occur. For purposes hereof, BankPeoples Trust’s determination of materiality shall be binding upon Merchant.

Merchant’s Business. Merchant will notify Bank Servicer immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this the Merchant Agreement assumes any interest in Merchant's ’s business; (e) alter in any way Merchant's ’s approved monthly volume, average ticket, or maximum ticket; or (f) changes change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Bank Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's ’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's Servicer’s exercise of all its rights and remedies provided by this the Merchant Agreement. If any change listed above occurs, Bank Servicer may immediately terminate this the Merchant Agreement. Merchant further acknowledges and agrees that Bank Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under this the Merchant Agreement if BankServicer, in its sole discretion, determines that such withholding or suspension is required to protect Bank Servicer from potential losses or if there exist material variances from the disclosures on the Merchant application Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.If

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes change its return policies or fulfillment house from those identified in the Merchant Application; or (g) make any changes to its Account. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.ticket

Merchant’s Business. (a) Merchant will notify shall provide Bank immediately if it intends and Paya with immediate notice of its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's ’s business; or (ev) alter in any way Merchant's ’s approved monthly volume, volume and average ticket, or maximum ticket; or (fb) changes its return policies or fulfillment house from those identified in the Merchant Application. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement, or, at Paya’s option may result in Paya amending the terms of this Agreement, holding funds and/or altering the Merchant funding schedule if Paya and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Bank and Paya shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Paya, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and Paya on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Paya, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify Paya in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, Paya and Bank must receive all such notices 7 days prior to the change and otherwise upon request from Paya. Merchant is liable to Paya and Bank for all losses and expenses incurred by Paya and Bank arising out of Merchant’s failure to report changes. Paya and Bank may immediately terminate this Agreement. Agreement upon a change to the information in the Application, whether Paya and Bank independently discover such change or whether Merchant further acknowledges notifies Paya and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that of such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchantchange.

Merchant’s Business. Merchant will notify Bank Paysafe immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this the Merchant Agreement assumes any interest in Merchant's ’s business; (e) alter in any way Merchant's ’s approved monthly volume, average ticket, or maximum ticket; or (f) changes its return policies or fulfillment house from those identified in the Merchant Application; (g) any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) adds any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Bank Paysafe in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's ’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's Paysafe’s exercise of all its rights and remedies provided by this the Merchant Agreement. If any change listed above occurs, Bank Paysafe may immediately terminate this the Merchant Agreement. Merchant further acknowledges and agrees that Bank Paysafe may withhold funds (settlement or otherwise) or temporarily suspend processing under this the Merchant Agreement if BankPaysafe, in its sole discretion, determines that such withholding or suspension is required to protect Bank Paysafe from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminals, (C) Merchant does not receive authorization for transactionsTransactions, (D) Bank Paysafe receives excessive Retrieval requests against Merchant's ’s prior activity, or (E) excessive Chargebacks are debited against Merchant's ’s prior activity, then Bank Paysafe may delay or withhold settlement of funds for a period not less than 180 days or until Bank Paysafe is reasonably certain fraud or other activity detrimental to Bank Paysafe has not occurred. BankPaysafe’s right to withhold settlement funds as set forth herein survives termination of this agreementthe Merchant Agreement. Merchant must immediately contact Bank Paysafe if material variances from the average ticket size or monthly volume occur. For purposes hereof, BankPaysafe’s determination of materiality shall be binding upon Merchant.

Merchant’s Business. (a) Merchant will notify shall provide Bank immediately if it intends and SPS with immediate notice of its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's ’s business; or (ev) alter in any way Merchant's ’s approved monthly volume, volume and average ticket, or maximum ticket; or (fb) changes its return policies or fulfillment house from those identified in the Merchant Application. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement, or, at SPS’s option may result in SPS amending the terms of this Agreement, holding funds and/or altering the Merchant funding schedule if SPS and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify SPS, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify SPS in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, SPS and Bank must receive all such notices 7 days prior to the change. Merchant will provide updated information to SPS upon request. Merchant is liable to SPS and Bank for all losses and expenses incurred by SPS and Bank arising out of Merchant’s failure to report changes. SPS and Bank may immediately terminate this Agreement. Agreement upon a change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant further acknowledges notifies SPS and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that of such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchantchange.

Merchant’s Business. Merchant will notify Bank immediately if it intends to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average ticket, or maximum ticket; or (f) changes its return policies or fulfillment house from those identified in the Merchant Application; or (g) changes to its Account. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, Bank may immediately terminate this Agreement. Merchant further acknowledges and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.,

Merchant’s Business. (a) Merchant will notify shall provide Bank immediately if it intends and SPS with immediate notice of its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's ’s business; or (ev) alter in any way Merchant's ’s approved monthly volume, volume and average ticket, or maximum ticket; or (fb) changes its return policies or fulfillment house from those identified in the Merchant Application. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement, or, at SPS’s option may result in SPS amending the terms of this Agreement, holding funds and/or altering the Merchant funding schedule if SPS and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify SPS, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify SPS in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, SPS and Bank must receive all such notices 7 days prior to the change and otherwise upon request from SPS. Merchant is liable to SPS and Bank for all losses and expenses incurred by SPS and Bank arising out of Merchant’s failure to report changes. SPS and Bank may immediately terminate this Agreement. Agreement upon a change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant further acknowledges notifies SPS and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that of such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchantchange.

Merchant’s Business. (a) Merchant will notify shall provide Bank immediately if it intends and Paya with immediate notice of its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's ’s business; or (ev) alter in any way Merchant's ’s approved monthly volume, volume and average ticket, or maximum ticket; or (fb) changes its return policies or fulfillment house from those identified in the Merchant Application. Merchant will immediately notify Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Bank's exercise of all its rights and remedies provided by this Agreement, or, at Paya’s option may result in Paya amending the terms of this Agreement, holding funds and/or altering the Merchant funding schedule if Paya and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Bank and Paya shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Paya, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and Paya on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Paya, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Xxxxxxxx must also notify Paya in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, Paya and Bank must receive all such notices 7 days prior to the change and otherwise upon request from Paya. Merchant is liable to Paya and Bank for all losses and expenses incurred by Paya and Bank arising out of Merchant’s failure to report changes. Paya and Bank may immediately terminate this Agreement. Agreement upon a change to the information in the Application, whether Paya and Bank independently discover such change or whether Merchant further acknowledges notifies Paya and agrees that Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under this Agreement if Bank, in its sole discretion, determines that of such withholding or suspension is required to protect Bank from potential losses or if there exist material variances from the disclosures on the Merchant application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchantchange.