Common use of Settlement Responsibilities Clause in Contracts

Settlement Responsibilities. (a) BPPR is authorized to, and shall be responsible for remitting to Merchants and Government-Merchants, all funds held in the Settlement Account and/or received in settlement of Merchant Transactions. (b) BPPR shall maintain the Merchant and Government-Merchant files and BINs with the Associations as are listed on Exhibit C hereto and such additional Merchant and Government-Merchant files and BINs as may be reasonably requested by EVERTEC from time to time for EVERTEC’s use for the purpose of providing Merchant Services. EVERTEC agrees to pay the costs charged by the Associations for all BINs required for the Merchants and Government-Merchants. BPPR will, at EVERTEC’s request and expense during the Initial Term or any Renewal Term, procure one or more dedicated BIN/ICA(s) from the Association to facilitate the Merchant Program. (c) BPPR will establish separate Operating Accounts and Settlement Accounts for each BIN. BPPR will direct the daily net funds wired by the Associations to be deposited into the corresponding Settlement Account. (d) BPPR will receive daily ACH Files from EVERTEC, edit and format them as necessary, and transmit them to the Federal Reserve for credit to the Merchants and Government-Merchants. The next day payment to the Federal Reserve for this file will be debited to the applicable Settlement Account. (e) BPPR will provide view-only system access to EVERTEC (or fax equivalents, at EVERTEC’s request) to review balances and daily activity in all Settlement Accounts and Operating Accounts to facilitate daily reconcilement. (f) Each Business Day, BPPR will transmit in a data file ACH Return information received from the Federal Reserve to EVERTEC for resolution of rejected Transactions. This file will include the Merchant number, routing transit, Merchant DDA number, amount, reason codes and the original settlement date, and any other information required to process the ACH Return (including the relevant information regarding the Government-Merchant accounts, if applicable). Funds paid or received from the Federal Reserve for the ACH Returns will be debited or credited to the Merchant Reserve Account, or in the absence of a Merchant Reserve Account for such Merchant, to the corresponding DDA for the Merchant (or for the Government-Merchant, as applicable). (g) BPPR agrees to assign a sufficient number of qualified staff members to reasonably assist EVERTEC in the resolution of settlement and Merchant Chargeback problems. (h) BPPR will submit as required all statistical information requested by Associations including quarterly statements and will provide copies of all non-confidential information and statements to EVERTEC to the extent permitted by any applicable Rules or Law. EVERTEC will provide, at its own expense, all reasonable information to BPPR to assist BPPR with compliance therewith. (i) BPPR will debit the Settlement Account or Operating Account, as applicable, for all Assessment and Association Dues as incurred that apply to Merchants and/or Government-Merchants, as well as all Merchant Losses incurred by BPPR, and will provide documentation to EVERTEC that substantiates such debits including copies of quarterly reports. (j) BPPR, as the Acquiring Member, agrees to represent EVERTEC’s interest in disputes that might arise from time to time with an Association over compliance with Rules and Association Dues; provided that EVERTEC shall pay any Association Dues relating to the Merchant Program and any and all costs reasonably incurred by BPPR in disputing the same, including but not limited to reasonable associated legal fees.

Settlement Responsibilities. (a) BPPR is authorized to, and shall be responsible for remitting to Merchants and Government-Merchants, all funds held in the Settlement Account and/or received in settlement of Merchant Transactions. (b) BPPR shall maintain the Merchant and Government-Merchant files and BINs with the Associations as are listed on Exhibit C hereto and such additional Merchant and Government-Merchant files and BINs as may be reasonably requested by EVERTEC from time to time for EVERTEC’s use for the purpose of providing Merchant Services. EVERTEC agrees to pay the costs charged by the Associations for all BINs required for the Merchants and Government-Merchants. BPPR will, at EVERTEC’s request and expense during the Initial Term or any Renewal Term, procure one or more dedicated BIN/ICA(sBIN(s) from the Association to facilitate the Merchant Program. (c) BPPR will use its commercially reasonable efforts to establish and maintain a separate Operating Accounts and Settlement Accounts Account at BPPR for each BINBINs relating to the Merchant Acquiring Business. BPPR will direct the daily net funds wired by the Associations to be deposited into the corresponding Settlement Account. (d) In a manner consistent with past practices, EVERTEC will provide BPPR will receive with daily ACH Files from EVERTEC, with respect to the net settlement of Merchant and Government-Merchant Transactions and BPPR will edit and format them such ACH Files as necessary, necessary and transmit them to the Federal Reserve BPPR Core Banking System or to the corresponding clearing system for debit or credit to the Merchants and Government-Merchants. The next day payment To the extent reasonably practicable under the circumstances, BPPR will notify EVERTEC of any changes to the Federal Reserve for this file ACH Files. Any losses or liabilities arising from such debits or credits will be borne by EVERTEC, except to the extent resulting from negligence on the part of BPPR. The total of the Merchants and Government-Merchants net settlement payment (total ACH File) will be debited to the applicable Settlement Account. BPPR will use its Best Efforts to settle with Merchants and Government-Merchants on a same-day or next-day basis in a manner consistent with past practice; provided, however, that, BPPR shall have discretion to settle with any Merchant or Government-Merchant only after receiving, by wire from the Associations, the daily net funds related to such settlement, based on BPPR’s determination that such delayed settlement would be appropriate in light of safety and soundness considerations (e.g., if there is a significant increase in the cost to BPPR of advancing any funds to such Merchant or Government-Merchant, or based on BPPR’s assessment of the counterparty risk of the applicable Merchant or Government-Merchant, Association or EVERTEC). If BPPR determines there are safety and soundness considerations or Legal Requirements that warrant a delay in settlement, BPPR will notify EVERTEC, to the extent such notification is feasible from a safety and soundness perspective and is permissible under applicable Legal Requirements, at least ten (10) Business Days prior to implementing any changes and the parties will work in good faith to identify solutions that would limit the impact or potential impact to the Merchant Program and/or the Merchants or Government-Merchants. If the parties cannot reach a mutually agreeable solution within a period of thirty (30) days and EVERTEC decides that it is not in the best interest of the Merchant Program to delay settlements for Merchant or Government-Merchant, EVERTEC may continue to advance funds at EVERTEC’s cost to the extent not resulting in incremental legal or regulatory compliance risk to BPPR, but any reasonable, incremental out-of-pocket cost or expense (including financing cost) incurred by EVERTEC will be deducted from BPPR’s portion of MAB Adjusted Revenue unless BPPR’s determination to delay settlement was based on BPPR’s reasonable belief that there is counterparty credit risk to an Association, or applicable Legal Requirements. (e) BPPR will may provide view-only system access to EVERTEC (or fax equivalents, at EVERTEC’s request) to review balances and daily activity in all Settlement Accounts and Operating Accounts to facilitate daily reconcilement, as well as access to information regarding Merchant and Government-Merchant DDAs subject to the terms and conditions of Section 2.1(d)(iii). (f) Each Business Day, BPPR will transmit in a data file ACH Return information received from the Federal Reserve to EVERTEC for resolution of rejected Transactions. This file will include the Merchant number, routing transit, Merchant DDA number, amount, reason codes and the original settlement date, and any other information required to process the ACH Return (including the relevant information regarding the Government-Merchant accounts, if applicable). Funds paid or received from the Federal Reserve for the ACH Returns will be debited or credited to the Merchant Reserve Account, or in the absence of a Merchant Reserve Account for such Merchant, to the corresponding DDA for the Merchant (or for the Government-Merchant, as applicable). (g) BPPR agrees to assign a sufficient number of qualified staff members to reasonably assist EVERTEC in the resolution of settlement and Merchant Chargeback problems. (hg) BPPR will submit as required all statistical information requested by Associations including quarterly statements and will provide copies of all non-confidential information and statements to EVERTEC to the extent permitted by any applicable Rules or LawLegal Requirements. EVERTEC will provide, at its own expense, all such information as may be requested by the Association and any other reasonable information to BPPR to assist BPPR with compliance therewithwith any such requests. (ih) BPPR will debit the Settlement Operating Account or Operating Account, as applicable, for all Assessment and Association Dues as incurred that apply to Merchants and/or Government-Merchants, as well as all Merchant Losses incurred by BPPR, and will provide documentation to EVERTEC that substantiates such debits debits, including copies of quarterly all Association invoices and reports. Before the Settlement Account has been divided to separate Association settlement activity from acquiring activity and the Settlement Account relates solely to acquiring activity, BPPR will use commercially reasonable efforts to provide EVERTEC such documentation at least two (2) Business Days prior to debiting the Operating Account. (ji) BPPR, as the Acquiring Member, agrees to represent EVERTEC’s interest in disputes that might arise from time to time with an Association over compliance with Rules and Association Dues; provided provided, that EVERTEC shall pay any Association Dues relating to the Merchant Program and any and all costs reasonably incurred by BPPR in disputing the same, including but not limited to reasonable associated legal fees.

Settlement Responsibilities. (a) BPPR is authorized toBank will segregate Merchants into separate BINs and ICAs from merchants not covered by this Agreement. iPayment agrees to pay any third-party costs associated with the BINs and ICAs required for the Merchants, and shall be responsible for remitting to Merchants and Government-Merchants, all funds held in the Settlement Account and/or received in settlement of Merchant Transactionsany deconversion thereof. (b) BPPR shall maintain the Merchant and Government-Merchant files and BINs with the Associations as are listed on Exhibit C hereto and such additional Merchant and Government-Merchant files and BINs as may be reasonably requested by EVERTEC from time to time for EVERTEC’s use for the purpose of providing Merchant Services. EVERTEC agrees to pay the costs charged by the Associations for all BINs required for the Merchants and Government-Merchants. BPPR will, at EVERTEC’s request and expense during the Initial Term or any Renewal Term, procure one or more dedicated BIN/ICA(s) from the Association to facilitate the Merchant Program. (c) BPPR Bank will establish separate Operating Accounts and Settlement Accounts for each BINBIN and ICA. BPPR Bank will direct the daily net funds wired by the Associations Visa and MCI to be deposited into [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. the corresponding Settlement Account. A comparable system will be set up for any other Association. (c) Bank will receive the daily ACH File(s) and other information from iPayment relating to the posting of reserve dollars and daily discount income, and process through its depository system for credit or debit to the income accounts, Hold Accounts and Merchant Reserve Accounts, as appropriate. (d) BPPR will receive daily ACH Files from EVERTEC, edit and format them as necessary, and transmit them to the Federal Reserve for credit to the Merchants and Government-Merchants. The next day payment to the Federal Reserve for this file will be debited to the applicable Settlement Account. (e) BPPR Bank will provide view-only system access to EVERTEC (or fax equivalents, at EVERTEC’s request) iPayment to review balances and daily activity in all Settlement Accounts, Operating Accounts, Hold Accounts and Operating Merchant Reserve Accounts to facilitate daily reconcilement. (fe) Each Business Day, BPPR business day Bank will transmit in to iPayment a data file with all ACH Return information received from the Federal Reserve to EVERTEC through Processor for resolution of rejected Transactionsrejects. This file will include contain the Merchant number, routing transit, Merchant DDA number, amount, reason codes codes, and the original settlement date, and any other information required to process the ACH Return (including the relevant information regarding the Government-Merchant accounts, if applicable). Funds paid or received from the Federal Reserve for the ACH Returns will be debited or credited to the Merchant Reserve Account, the Hold Account or in the absence of a Merchant Reserve Account for such Merchant, to the corresponding DDA for the Merchant (or for the Government-MerchantiPayment Operating Account, as applicable)appropriate. (gf) BPPR agrees to assign a sufficient number of qualified staff members to reasonably assist EVERTEC in the resolution of settlement and Merchant Chargeback problems. (h) BPPR Bank will submit as required all statistical information requested by Associations Associations, including quarterly statements and statements. iPayment will provide copies of all non-confidential information and statements to EVERTEC to the extent permitted by any applicable Rules or Law. EVERTEC will provide, at its own expense, all reasonable information to BPPR Bank to assist BPPR Bank with compliance therewithcompliance. (ig) BPPR Bank will debit the Settlement Account or Operating Account, as applicable, for all Assessment Fees and Association Dues Charges as incurred that apply to Merchants and/or Government-Merchants, as well as all Merchant Losses incurred by BPPRBank, and will provide documentation to EVERTEC iPayment that substantiates such debits debits, including copies of quarterly reports. (jh) BPPRBank, as the Acquiring Principal Member, agrees to represent EVERTEC’s iPayment's interest in disputes that might arise from time to time with an Association over compliance with Rules and Association Duesfines; provided provided, however, that EVERTEC iPayment shall pay any fines or other charges imposed on Bank by an Association Dues relating to the Merchant Program and any and all costs reasonably incurred by BPPR Bank in disputing the same, including but not limited to reasonable associated legal fees.