Common use of Settlement Account Clause in Contracts

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to Provider. The Settlement Account will be subject to the provisions of Section 17. 15.2 Subject to the terms and conditions of this Agreement, Provider agrees to provisionally credit Merchant for each Transaction that Provider accepts from Merchant. Merchant agrees that Merchant Bank may charge the Settlement Account for the amount of any Transaction processed under this Agreement, or any agreement Provider may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 a. Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank. The Settlement Account will be subject to the provisions of Section 1716. 15.2 b. [Intentionally Omitted]. c. Subject to the terms and conditions of this Agreement, Provider Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant agrees that the Merchant Bank may charge the Settlement Account for the amount of any Transaction sales draft processed under this Agreement, or any agreement Provider Bank may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor reimbursement or Processing Fees to which Provider Bank may be entitled. . d. Merchant agrees that Provider Bank may audit all Transaction Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider . e. Bank shall presume that any amounts Provider the Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 f. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactionstransactions, Merchant agrees to pay ProviderBank: (i1) a pre- pre-determined monthly rental fee; (ii2) any initial upfront costs as required; and (iii3) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 g. If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to ProviderBank. Merchant may change the Settlement Account upon prior written approval by ProviderBank, which approval will not be unreasonably withheld. 15.5 h. Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 1615) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank in its sole and absolute discretion. The Settlement Account will be subject to the provisions of Section 17. 15.2 Paragraph 16 (Security Interest). Subject to the terms and conditions of this Agreement, Provider including, without limitation, Paragraph 4(a)(vii), Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant agrees that Merchant Bank may charge debit or credit the Settlement Account for all amounts owed by Merchant in accordance with this Agreement, including, but not limited to, the amount of any Transaction Charge or Credit Voucher processed under this Agreement, Chargebacks, anticipated Chargebacks, Processing 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 Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any agreement Provider may have with any Merchant Affiliate that results in a Chargebackgovernmental, banking, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, depositsregulatory agency, or other Adjustments to claimed by third parties arising out of this Agreement or from the Settlement Account for any deficiencies involving Merchant’s business, actions, omissions, or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days use of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due services contemplated under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. . Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant expressly authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account (whether maintained at Merchant Bank or another financial institution) or the Reserve Account (described in Section 16Paragraph 15) through the ACH settlement process for all amounts due under this Agreement, including, but not limited to, the amounts described in the above paragraph. This authorization will remain in full force and effect until termination of the Agreement and after termination until the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution. Merchant agrees that Bank may audit all Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages, or to pay any amounts owed by Merchant under this Agreement. Bank shall presume that any amounts Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing transactions, Merchant agrees to pay Bank: (1) a pre‐determined monthly rental fee; (2) any initial upfront costs as required; and (3) all applicable taxes for such Card processing equipment or software utilization. If, for any reason whatsoever, the Settlement Account is closed, Bank’s ability to initiate debit or credit entries to the Settlement Account is blocked, or debit or credit entries initiated by Bank to the Settlement Account are rejected, Merchant Bank or Processor may terminate this Agreement and suspend processing of all Transactions, effective immediately, unless Merchant cures the breach, within one (1) Business Day of Bank’s notification to Merchant of its inability to access the Settlement Account, by unblocking access to the Settlement Account or otherwise or opens or provides access to another Settlement Account that is acceptable to Bank, in its sole and absolute discretion. If Merchant takes any action, whether during the term of this Agreement or after termination, to close the Settlement Account, or block or reject any debit, credit, or other entries initiated by Bank to the Settlement Account for payment of any obligations of Merchant owed under this Agreement, Merchant expressly waives and foregoes any and all right funds or property maintained at Bank, until such time as the breach is cured by unblocking access to the Settlement Account or otherwise, a new Settlement Account is opened, and/or all of Merchant’s payment obligations owed to Bank under this Agreement are paid in full. Notwithstanding the foregoing, Merchant acknowledges and agrees that it shall not have legal title, a possessory or equitable interest in any funds that have not been settled or that are otherwise maintained in the Reserve Account, and that Bank may identify, sequester, or transfer to itself (including its own bank account(s)) any or all of the Reserve Account or any other funds or property maintained at Bank that Bank believes is needed to pay any of Merchant’s obligations, and Bank may hold and use such amount for its own benefit and protection. The aforementioned rights and remedies are not intended to be Bank’s exclusive rights or remedies, all of which are expressly reserved, and all rights and remedies are intended to be cumulative with all other rights and remedies of Bank under this Agreement and applicable law.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank in its sole and absolute discretion. The Settlement Account will be subject to the provisions of Section 17. 15.2 Paragraph 16 (Security Interest). Subject to the terms and conditions of this Agreement, Provider including, without limitation, Paragraph 4(a)(vii), Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant agrees that Merchant Bank may charge debit or credit the Settlement Account for all amounts owed by Merchant in accordance with this Agreement, including, but not limited to, the amount of any Transaction Charge or Credit Voucher processed under this Agreement, Chargebacks, anticipated Chargebacks, Processing 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 Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any agreement Provider may have with any Merchant Affiliate that results in a Chargebackgovernmental, banking, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, depositsregulatory agency, or other Adjustments to claimed by third parties arising out of this Agreement or from the Settlement Account for any deficiencies involving Merchant’s business, actions, omissions, or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days use of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due services contemplated under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant expressly authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account (whether maintained at Merchant Bank or another financial institution) or the Reserve Account (described in Section 16Paragraph 15) through the ACH settlement process for all amounts due under this Agreement, including, but not limited to, the amounts described in the above paragraph. This authorization will remain in full force and effect until termination of the Agreement and after termination until the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution. Merchant agrees that Bank may audit all Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages, or to pay any amounts owed by Merchant under this Agreement. Bank shall presume that any amounts Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing transactions, Merchant agrees to pay Bank: (1) a pre‐determined monthly rental fee; (2) any initial upfront costs as required; and (3) all applicable taxes for such Card processing equipment or software utilization. If, for any reason whatsoever, the Settlement Account is closed, Bank’s ability to initiate debit or credit entries to the Settlement Account is blocked, or debit or credit entries initiated by Bank to the Settlement Account are rejected, Merchant Bank or Processor may terminate this Agreement and suspend processing of all Transactions, effective immediately, unless Merchant cures the breach, within one (1) Business Day of Bank’s notification to Merchant of its inability to access the Settlement Account, by unblocking access to the Settlement Account or otherwise or opens or provides access to another Settlement Account that is acceptable to Bank, in its sole and absolute discretion. If Merchant takes any action, whether during the term of this Agreement or after termination, to close the Settlement Account, or block or reject any debit, credit, or other entries initiated by Bank to the Settlement Account for payment of any obligations of Merchant owed under this Agreement, Merchant expressly waives and foregoes any and all right funds or property maintained at Bank, until such time as the breach is cured by unblocking access to the Settlement Account or otherwise, a new Settlement Account is opened, and/or all of Merchant’s payment obligations owed to Bank under this Agreement are paid in full. Notwithstanding the foregoing, Merchant acknowledges and agrees that it shall not have legal title, a possessory or equitable interest in any funds that have not been settled or that are otherwise maintained in the Reserve Account, and that Bank may identify, sequester, or transfer to itself (including its own bank account(s)) any or all of the Reserve Account or any other funds or property maintained at Bank that Bank believes is needed to pay any of Merchant’s obligations, and Bank may hold and use such amount for its own benefit and protection. The aforementioned rights and remedies are not intended to be Bank’s exclusive rights or remedies, all of which are expressly reserved, and all rights and remedies are intended to be cumulative with all other rights and remedies of Bank under this Agreement and applicable law.

Settlement Account. 15.1 Merchant a. Xxxxxxxx must maintain a Settlement Account in Merchant's Xxxxxxxx’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank. The Settlement Account will be subject to the provisions of Section 1716. 15.2 b. [Intentionally Omitted]. c. Subject to the terms and conditions of this Agreement, Provider Xxxx agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant Xxxxxxxx agrees that the Merchant Bank may charge the Settlement Account for the amount of any Transaction sales draft processed under this Agreement, or any agreement Provider Bank may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor reimbursement or Processing Fees to which Provider Bank may be entitled. Merchant . x. Xxxxxxxx agrees that Provider Bank may audit all Transaction Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider . e. Bank shall presume that any amounts Provider the Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 f. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactionstransactions, Merchant agrees to pay ProviderBank: (i1) a pre- pre-determined monthly rental fee; (ii2) any initial upfront costs as required; and (iii3) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 g. If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to ProviderBank. Merchant may change the Settlement Account upon prior written approval by ProviderBank, which approval will not be unreasonably withheld. 15.5 h. Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 1615) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant Xxxxxxxx agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant Xxxxxxxx acknowledges and agrees that Provider Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to Provider. (a) The Settlement Account will shall be at all times subject to a control agreement in favor of the provisions of Section 17. 15.2 Subject to the Collateral Agent on terms and conditions of this acceptable to the Collateral Agent (the “Control Agreement, Provider agrees to provisionally credit Merchant for each Transaction that Provider accepts from Merchant”). Merchant KCA hereby agrees that Merchant Bank during any period when it may charge itself make withdrawals, transfers or other dispositions of funds in the Settlement Account for it shall do so only (i) to the extent such withdrawal, transfer or other disposition would not result in either (x) the aggregate amount of cash in the Settlement Account (other than with respect to amounts on deposit therein that can fairly be identified by KCA as being attributable to the Settlement Bank Obligations) plus an amount equal to 80% of the face amount of any Transaction processed under this Agreement, NSCC Margin Deposits that constitute Borrowing Base B Collateral being less than the aggregate principal amount of Revolving B Loans and Revolving B Swing Loans outstanding at such time or any agreement Provider may have with any Merchant Affiliate that results (y) the aggregate amount of cash in a Chargeback, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider shall presume (other than with respect to amounts on deposit therein that any amounts Provider pays can fairly be identified by KCA as being attributable to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30the Settlement Bank Obligations) days plus an amount equal to 80% of the date face amount of any NSCC Margin Deposits that constitute Borrowing Base B Collateral plus the applicable statement containing any disputed payments Market Value of all Borrowing Base A Collateral pledged by KCA at such time being less than the aggregate principal amount of all Loans made to KCA and outstanding at such time or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) to make payments on account of the Obligations. On or prior to the Closing Date, KCA shall direct NSCC to return any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, NSCC Margin Deposits to be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable returned to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments KCA to the Settlement Account or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this AgreementAccount. This authorization will remain KCA shall cause such direction to be in full force and effect at all times until termination all the Obligations have been fully paid and performed and the Commitments have been terminated. (b) KCA and the Settlement Bank each agree that the Settlement Bank shall comply with instructions given by the Collateral Agent directing disposition of funds in the Settlement Account without further consent by KCA. The Collateral Agent agrees with KCA that the Collateral Agent will not give any instructions to the Settlement Bank with respect to the Settlement Account unless an Event of Default has occurred and is continuing. The Settlement Account shall be at all times subject to the “control” (within the meaning of Sections 9-104 and 9-106 of the Agreement Illinois Uniform Commercial Code) of and held by the full and final payment of all obligations of Merchant due under this AgreementSettlement Bank as the depositary bank. Merchant agrees The Settlement Account shall be deemed to be bound by all applicable terms and provisions a “deposit account” (within the meaning of Section 9-102(a)(29) of the ACH Rules or other applicable network(sIllinois Uniform Commercial Code), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 a. Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank. The Settlement Account will be subject to the provisions of Section 1716. 15.2 b. Subject to the terms and conditions of this Agreement, Provider Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant agrees that the Merchant Bank may charge the Settlement Account for the amount of any Transaction sales draft processed under this Agreement, or any agreement Provider Bank may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor reimbursement or Processing Fees to which Provider Bank may be entitled. . c. Merchant agrees that Provider Bank may audit all Transaction Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider . d. Bank shall presume that any amounts Provider the Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 e. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactionstransactions, Merchant agrees to pay ProviderBank: (i1) a pre- pre-determined monthly rental fee; (ii2) any initial upfront costs as required; and (iii3) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 f. If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to ProviderBank. Merchant may change the Settlement Account upon prior written approval by ProviderBank, which approval will not be unreasonably withheld. 15.5 g. Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 1615) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank in its sole and absolute discretion. The Settlement Account will be subject to the provisions of Section 17. 15.2 Paragraph 16 (Security Interest). Subject to the terms and conditions of this Agreement, Provider including, without limitation, Paragraph 4(a)(vii), Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider accepts from Bank acceptsfrom Merchant. Merchant agrees that Merchant Bank may charge debit or credit the Settlement Account for Accountfor all amountsowed by Merchant in accordance withthis Agreement, including, but not limited to, the amount of any Transaction Charge or Credit Voucher processed under this Agreement, Chargebacks, anticipated Chargebacks, Processing 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 Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any agreement Provider may have with any Merchant Affiliate that results in a Chargebackgovernmental, banking, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, depositsregulatory agency, or other Adjustments to claimed by third parties arising out of this Agreement or from the Settlement Account for any deficiencies involving Merchant’s business, actions, omissions, or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days use of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due services contemplated under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. . Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant expressly authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account (whether maintained at Merchant Bank or another financial institution) or the Reserve Account (described in Section 16Paragraph 15) through the ACH settlement process for all amounts due under this Agreement, including, but not limited to, the amounts described in the aboveparagraph. This authorization will authorizationwill remain in full force and forceand effect until termination of the Agreement and after termination until the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions andprovisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider Merchantacknowledgesand agreesthat Bank will not be liable for any delays foranydelays in receipt of funds, any failure anyfailure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution. Merchantagrees that Bank mayaudit all Chargecalculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages, or to pay any amounts owed by Merchant under this Agreement. Bank shall presume that any amounts Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing transactions, Merchant agrees to pay Bank: (1) a pre‐determined monthly rental fee; (2) any initial upfront costs as required; and (3) all applicable taxes for such Card processing equipment or software utilization. If, for any reason whatsoever, the Settlement Account is closed, Bank’s ability to initiate debit or credit entries to the Settlement Account is blocked, or debit or credit entries initiated by Bank to the Settlement Account are rejected, Merchant Bank or Processor may terminate this Agreement and suspend processing of all Transactions, effective immediately, unless Merchant cures the breach, within one (1) Business Day of Bank’s notification to Merchant of its inability to access the Settlement Account, by unblocking access to the Settlement Account or otherwise or opens or providesaccess to another Settlement Account that is acceptable to Bank, in its sole and absolute discretion. If Merchant takes any action, whether during the term of this Agreement or after termination, to close the Settlement Account, or block or reject any debit, credit, or other entries initiated by Bank to the Settlement Account for payment of any obligations of Merchant owed under this Agreement, Merchant expressly waives and foregoes any and all right funds or property maintained at Bank, until such time as the breach is cured by unblocking access to the Settlement Account or otherwise, a new Settlement Account is opened, and/or all of Merchant’s payment obligations owed to Bank under this Agreement are paid in full. Notwithstanding the foregoing, Merchant acknowledges and agrees that it shall not have legal title, a possessory or equitable interest in any funds that have not been settled or that are otherwise maintained in the Reserve Account, and that Bank may identify, sequester, or transfer to itself (including its own bank account(s)) any or all of the Reserve Account or any other funds or property m aintained at Bank that Bank believes is needed to pay any of Merchant’s obligations, and Bank may hold and use such amount for its own benefit and protection. The aforementioned rights and remedies are not intended to be Bank’s exclusive rights or remedies, all of which are expressly reserved, and all rights and remedies are intended to be cumulative with all other rights and remedies of Bank under this Agreement and applicable law.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's ’s name in satisfactory condition at a depository institution under arrangements acceptable to ProviderBank in its sole and absolute discretion. The Settlement Account will be subject to the provisions of Section 17. 15.2 Paragraph 16 (Security Interest). Subject to the terms and conditions of this Agreement, Provider including, without limitation, Paragraph 4(a)(vii), Bank agrees to provisionally credit Merchant for each Transaction Charge that Provider Bank accepts from Merchant. Merchant agrees that Merchant Bank may charge debit or credit the Settlement Account for all amountsowed by Merchant in accordance withthis Agreement, including, but not limited to, the amount of any Transaction Charge or Credit Voucher processed under this Agreement, Chargebacks, anticipated Chargebacks, Processing 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 Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any agreement Provider may have with any Merchant Affiliate that results in a Chargebackgovernmental, 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. . Merchant expressly authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account (whether maintained at Merchant Bank or another financial institution) or the Reserve Account (described in Paragraph 15) through the ACH settlement process for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitledall amounts due under this Agreement, including, but not limited to, the amounts described in the above paragraph. This authorization will remain in full force and effect until termination of the Agreement and after termination until the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms andprovisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchantacknowledges and agreesthat Bank will not be liable foranydelays in receipt of funds, anyfailure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution. Merchantagrees that Provider may audit Bank mayaudit all Transaction Charge calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages, or to pay any amounts owed by Merchant under this Agreement. Provider Bank shall presume that any amounts Provider Bank pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider Bank written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactionstransactions, Merchant agrees to pay ProviderBank: (i1) a pre- determined pre‐determined monthly rental fee; (ii2) any initial upfront costs as required; and (iii3) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shallIf, for the purposes of this Section 15 and Section 16any reason whatsoever, be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Bank’s ability to initiate debit or credit entries to the Settlement Account is blocked, or debit or credit entries initiated by Bank to the Settlement Account are rejected, Merchant Bank or Processor may terminate this AgreementAgreement and suspend processing of all Transactions, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable cures the breach, within one (1) Business Day of Bank’s notification to Provider. Merchant may change of its inability to access the Settlement Account upon prior written approval Account, by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments unblocking access to the Settlement Account or otherwise or opens or provides access to another Settlement Account that is acceptable to Bank, in its sole and absolute discretion. If Merchant takes any action, whether during the Reserve term of this Agreement or after termination, to close the Settlement Account, or block or reject any debit, credit, or other entries initiated by Bank to the Settlement Account (described in Section 16) through the ACH settlement process for amounts due payment of any obligations of Merchant owed under this Agreement. This authorization will remain in full force , Merchant expressly waives and effect foregoes any and all right funds or property maintained at Bank, until termination such time as the breach is cured by unblocking access to the Settlement Account or otherwise, a new Settlement Account is opened, and/or all of the Agreement and the full and final Merchant’s payment of all obligations of Merchant due owed to Bank under this AgreementAgreement are paid in full. Merchant agrees to be bound by all applicable terms and provisions of Notwithstanding the ACH Rules or other applicable network(s)foregoing, in effect from time to time. Merchant acknowledges and agrees that Provider will it shall not be liable for have legal title, a possessory or equitable interest in any delays funds that have not been settled or that are otherwise maintained in receipt of fundsthe Reserve Account, any failure by Merchant to receive fundsand that Bank may identify, sequester, or errors in debit transfer to itself (including its own bank account(s)) any or credit entries caused by Merchant, or third parties, including but not limited to any Card Network all of the Reserve Account or any financial institutionother funds or property m aintained at Bank that Bank believes is needed to pay any of Merchant’s obligations, and Bank may hold and use such amount for its own benefit and protection. The aforementioned rights and remedies are not intended to be Bank’s exclusive rights or remedies, all of which are expressly reserved, and all rights and remedies are intended to be cumulative with all other rights and remedies of Bank under this Agreement and applicable law.

Settlement Account. 15.1 Merchant must (a) You agree to establish and maintain a Settlement Account in with us and agree to maintain a balance sufficient to accommodate all Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to Provider/MNB Transactions. The You may transfer your Settlement Account will be subject to the provisions of Section 17to, or establish a new Settlement Account with, another financial institution only with our prior written approval. 15.2 Subject (b) You hereby authorize us to the terms make deposits to and conditions of this Agreement, Provider agrees to provisionally credit Merchant for each Transaction that Provider accepts withdrawals from Merchant. Merchant agrees that Merchant Bank may charge the Settlement Account whether held by MNB or another financial institution, or any other accounts you hold at any bank or institution, as provided in this Agreement. You also authorize us to make withdrawals from the Settlement Account whether held by MNB or another financial institution for any amounts you owe us for any reason. Such deposits and withdrawals may be in paper form or Electronic Format and may be made through and in accordance with the rules of the Michigan or National Automated Clearing House Association. You hereby agree that all such financial institutions may rely on the authorizations contained in this Agreement without additional or separate written documents providing such authorizations. At our request, however, you shall provide a separate written authorization to the financial institution holding the Settlement Account in the event such account is not held by MNB, or to any other financial institution, authorizing such deposits and withdrawals by us. (c) You hereby direct all financial institutions holding your Settlement Account in the event such account is not held by MNB or any of your other accounts to provide us with all requested account information with respect to those accounts. (d) You agree that we may take any action against the Settlement Account whether held by MNB or another financial institution or any other accounts of yours, including, but not limited to, suspending credits, reversing credits, and withdrawing funds when such action is deemed necessary by us to protect us against any loss or liability that we reasonably believe we may incur as a result of your breach of the Agreement. Our action against the Settlement Account whether held by MNB or another financial institution or other accounts shall be limited to the amount of any Transaction processed under this Agreement, loss or any agreement Provider liability that we reasonably believe we may have with any Merchant Affiliate that results incur as a result of the breach and for the time period in a Chargeback, which we reasonably believe such loss or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider liability may be entitledincurred. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have You hereby authorize the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the financial institutions at which you maintain your Settlement Account for any deficiencies or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event such account is not held by MNB or any other accounts to act in accordance with instructions from us regarding funds in those accounts, including, but not limited to, the transfer of oral notice) unless Merchant opens another Settlement Account acceptable the funds to Providerus. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank You agree to indemnify and hold all such financial institutions harmless from any claim or its agents or designated representatives to initiate debit and credit entries and Adjustments loss incurred for acting in accordance with any instruction from us with respect to the Settlement Account in the event such account is not held by MNB or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or your other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.accounts held by

Settlement Account. 15.1 Merchant must maintain a Settlement Account in Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to Provider. The Settlement Account will be subject to the provisions of Section 17. 15.2 Subject to the terms and conditions of this Agreement, Provider agrees to provisionally credit Merchant for each Transaction that Provider accepts from Merchant. Merchant agrees that Merchant Bank may charge the Settlement Account for the amount of any Transaction processed under this Agreement, or any agreement Provider may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor reimbursement or Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.

Settlement Account. 15.1 Merchant must maintain a 1. To facilitate payment of Benefits to Qualified Claimants, the Claims Administrator shall establish the Settlement Account in Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to ProviderAccount. The Settlement Account will be subject to At the provisions of Section 17. 15.2 Subject to the terms and conditions of this AgreementSettling Defendants’ option, Provider agrees to provisionally credit Merchant for each Transaction that Provider accepts from Merchant. Merchant agrees that Merchant Bank may charge the Settlement Account (a) shall be established as a Qualified Settlement Fund within the meaning of Section 468B of the Internal Revenue Code of 1986, as amended, and all rules and regulations thereunder and (b) may be used for the deposit of funds and the payment of claims under other fiber-optic right-of-way settlement agreements. The Claims Administrator shall pay Qualified Claims, and any income taxes payable with respect to interest earned on the Settlement Account, out of the Settlement Account. The Settling Defendants shall make an initial deposit into the Settlement Account, in an amount to be determined by the Claims Administrator, thirty (30) days after the Order and Judgment become Final. Thereafter, each Settling Defendant, as directed by the Claims Administrator, shall provide sufficient ongoing funding of any Transaction processed under this Agreement, or any agreement Provider may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account to enable Class Members who have submitted Qualifying Claims with respect to a Right of Way which that Settling Defendant has Designated to be paid in a timely fashion. The Claims Administrator shall refund to each Settling Defendant (a) any difference between the amount that it has contributed to the Settlement Account and the total amount of payments for which it is responsible and (b) any deficiencies or overagesdifference between the portion of the net interest income earned by the Settlement Account that is proportional to its contributions to the Settlement Account and any accrued but unpaid taxes for which the Settling Defendant is responsible. Provider The obligations of each Settling Defendant to fund the Settlement Account are several and divisible. 2. No Benefit payments may be made to any Class Members under this Agreement (nor shall presume that the Settling Defendants incur any amounts Provider pays obligation therefor) until the Effective Date. 3. The obligations of each Settling Defendant to or debits from Merchant fund the Settlement Account are correct unless Merchant disputes these by sending Provider written notice several and divisible. If a Qualifying Claim under this Settlement Agreement is not paid as a result of a Settling Defendant’s failure to provide sufficient funding, and the Settling Defendant does not cure such failure within thirty (30) days of having received written notice thereof by the date Claims Administrator, then that Settling Defendant is in violation of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due its obligations under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of Class Member whose Qualified Claim has not been paid shall retain all obligations of Merchant due rights against that Settling Defendant under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules Agreement or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institutionotherwise.

Settlement Account. 15.1 Merchant must maintain a Settlement Account in MerchantXxxxxxxx's name in satisfactory condition at a depository institution under arrangements acceptable to Provider. The Settlement Account will be subject to the provisions of Section 17. 15.2 Subject to the terms and conditions of this Agreement, Provider Xxxxxxxx agrees to provisionally credit Merchant for each Transaction that Provider accepts from Merchant. Merchant Xxxxxxxx agrees that Merchant Bank may charge the Settlement Account for the amount of any Transaction processed under this Agreement, or any agreement Provider may have with any Merchant Affiliate that results in a Chargeback, or for any Credit Voucher or other reimburse mentor Processing Fees to which Provider may be entitled. Merchant Xxxxxxxx agrees that Provider may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other Adjustments to or from the Settlement Account for any deficiencies or overages. Provider shall presume that any amounts Provider pays to or debits from Merchant are correct unless Merchant disputes these by sending Provider written notice within thirty (30) days of the date of the applicable statement containing any disputed payments or debits. Merchant understands that Processor shall not have access to or hold settlement funds. With respect to Visa Transactions, Merchant Bank is responsible for providing settlement funds directly to Merchant. 15.3 If Merchant chooses to rent or lease processing equipment from Processor or utilizes software provided by Processor for use in processing Transactions, Merchant Xxxxxxxx agrees to pay Provider: (i) a pre- determined monthly rental fee; (ii) any initial upfront costs as required; and (iii) all applicable taxes for such Card processing equipment or software utilization. Any such fees for rental equipment shall, for the purposes of this Section 15 and Section 16, be considered “amounts due under this Agreement.” 15.4 If the Settlement Account is closed, Merchant Bank or Processor may terminate this Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens another Settlement Account acceptable to Provider. Merchant may change the Settlement Account upon prior written approval by Provider, which approval will not be unreasonably withheld. 15.5 Merchant authorizes Merchant Bank or its agents or designated representatives to initiate debit and credit entries and Adjustments to the Settlement Account or the Reserve Account (described in Section 16) through the ACH settlement process for amounts due under this Agreement. This authorization will remain in full force and effect until termination of the Agreement and the full and final payment of all obligations of Merchant due under this Agreement. Merchant agrees to be bound by all applicable terms and provisions of the ACH Rules or other applicable network(s), in effect from time to time. Merchant acknowledges and agrees that Provider will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Network or any financial institution.