Common use of Reserve Account After Agreement Terminates Clause in Contracts

Reserve Account After Agreement Terminates. Servicer may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Servicer, or the reason for termination. Upon termination of this Agreement by Merchant or Servicer, Servicer may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, Assessments, registrations, certification expenses, payment obligations owed by Merchant to Servicer under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Servicer, the Card Brands, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right under this Agreement, if Servicer reasonably believes that due to the circumstances of the termination of this Agreement, the amount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this Section, may equal or exceed the amount held in the Reserve Account, Servicer may also identify, sequester, or transfer to itself (including its own Servicer account(s)) any portion of the Reserve Account or other funds held by Servicer that Servicer believes is needed to pay such obligation, and Servicer may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit or the benefit of any third party). If no funds have been deposited into the Reserve Account before termination of this Agreement, Servicer, at Servicer’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Servicer in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Servicer or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold, or until such time as Servicer determines, in its sole and absolute discretion, that the release of Reserve Account funds to Merchant is prudent, in the best interest of Servicer, and commercially reasonable and that all of Merchant’s payment obligations to Servicer under this Agreement are fully resolved. Upon expiration of this period, except as set forth to the contrary above, Servicer will return the balance in the Reserve Account to Merchant after Servicer reasonably determines that the risk of Chargebacks, anticipated Chargebacks, and any other amounts potentially owed by Merchant under the Agreement has ended and after deducting all amounts that Merchant owes to Servicer under this Agreement or any other agreement.

Reserve Account After Agreement Terminates. Servicer Merchant Bank may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or ServicerBank, or the reason for termination. Upon termination of this the Agreement by Merchant or ServicerBank, Servicer Bank may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, feesProcessing Fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, Assessmentsassessments, registrations, certification expenses, payment obligations owed by Merchant to Servicer Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due ServicerBank, the Card BrandsNetworks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right andcumulativeright under this Agreement, if Servicer reasonably believes that Bankreasonably believesthat due to the circumstances thecircumstances of thetermination of the termination of this Agreement, the amount theamount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this Sectionsection, may equal or exceed the amount held in the Reserve Account, Servicer Bank may also identify, sequester, or transfer to itself (including its own Servicer bank account(s)) any portion anyportion of the Reserve Account or other funds held by Servicer that Servicer Bankthat Bank believes is needed to pay such obligationsuchobligation, and Servicer Bank may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit heldfor Merchant’sbenefit or the benefit thebenefit of any third partyanythirdparty ). If no funds have been deposited havebeendeposited into the Reserve Account before termination of this the Agreement, ServicerBank, at ServicerBank’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Servicer Bank in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Servicer Bank or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold, or until such time as Servicer Bank determines, in its sole and absolute discretion, that the release of Reserve Account funds to Merchant is prudent, in the best interest of ServicerBank, and commercially reasonable and that all of Merchant’s payment obligations to Servicer Bank under this Agreement are fully resolved. Upon expiration of this period, except as set forth to the contrary above, Servicer Bank will return the balance in the Reserve Account to Merchant after Servicer Bank reasonably determines that the risk of Chargebacks, anticipated Chargebacks, and any other amounts potentially owed by Merchant under the Agreement has ended and after deducting all amounts that Merchant owes to Servicer Bank under this Agreement or any other agreement.

Reserve Account After Agreement Terminates. Servicer Merchant Bank may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or ServicerBank, or the reason for termination. Upon termination of this the Agreement by Merchant or ServicerBank, Servicer Bank may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, feesProcessing Fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, Assessmentsassessments, registrations, certification expenses, payment obligations owed by Merchant to Servicer Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due ServicerBank, the Card BrandsNetworks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right andcumulativeright under this Agreement, if Servicer reasonably believes that Bankreasonably believesthat due to the circumstances thecircumstances of thetermination of the termination of this Agreement, the amount theamount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this Sectionsection, may equal or exceed the amount held in the Reserve Account, Servicer Bank may also identify, sequester, or transfer to itself (including its own Servicer bank account(s)) any portion anyportion of the Reserve Account or other funds held by Servicer that Servicer Bankthat Bank believes is needed to pay such obligationsuchobligation, and Servicer Bank may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit heldfor Merchant’sbenefit or the benefit thebenefit of any third partyanythirdparty ). If no funds have been deposited havebeendeposited into the Reserve Account before termination of this the Agreement, ServicerBank, at ServicerBank’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Servicer Bank in its sole and absolute discretion) upon termination upontermination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Servicer Bank or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold, or until such time as Servicer Bank determines, in its sole and absolute discretion, that the release of Reserve Account funds to Merchant is prudent, in the best interest of ServicerBank, and commercially reasonable and that all of Merchant’s payment obligations to Servicer Bank under this Agreement are fully resolved. Upon expiration of this period, except as set forth to the contrary above, Servicer Bank will return the balance in the Reserve Account to Merchant after Servicer Bank reasonably determines that the risk of Chargebacks, anticipated Chargebacks, and any other amounts potentially owed by Merchant under the Agreement has ended and after deducting all amounts that Merchant owes to Servicer Bank under this Agreement or any other agreement.