Temporary Holdback. The Settlement Administrator shall hold the Temporary Holdback in escrow and shall not disburse the Temporary Holdback, or any portion thereof, except as expressly provided herein.
Temporary Holdback. In addition to any of the other rights granted to the Bank and WorldPay in this Section 6, in the event that the Bank and WorldPay, at any time during the term of this Agreement, determine in their commercially reasonable discretion that it may be prudent or necessary to do so as a result of any unusual or suspicious activity involving Customer's account, a cardholder's account, or otherwise, including, without limitation, money laundering, invalid sales transactions, counterfeit transactions, altered or duplicate transactions, activity related to a suspected compromise of cardholder data or other breach of Data Security Guidelines, or Customer is identified by a Payment Network as experiencing excessive Chargebacks, the Bank or WorldPay on behalf of the Bank may, without notice, hold funds otherwise due Customer in the Bank’s name and in a non-segregated and non-interest bearing account for such period as the Bank or WorldPay, in its commercially reasonable discretion, deems necessary, to reimburse the Bank and WorldPay for Chargebacks and credits issued by Customer in respect of such activity, plus other costs or liabilities reasonably anticipated to be due from Customer to WorldPay or the Bank under the terms of this Agreement as a result of such activity. To the extent (i) the investigation conducted by WorldPay and Bank with respect to the unusual or suspicious activity determines that such activity is reasonably likely to result in amounts being due from Customer to WorldPay or the Bank, and (ii) WorldPay or the Bank requires the establishment, replenishment or increase of a Reserve Fund in connection therewith, then the funds held pursuant to this Section 6.4 may be used to fund such Reserve Fund.
