Common use of Term; Events of Default Clause in Contracts

Term; Events of Default. 21.1 This Agreement and the applicable Schedules shall become effective upon the date this Agreement and the applicable Schedules are signed by BANK, which shall in all instances be on or after the date(s) CUSTOMER and CMS sign this Agreement and the applicable Schedules and CUSTOMER will be advised of the effective date by SERVICERS. 21.2 The initial term of this Agreement shall commence and shall continue in force for one year after it becomes effective. This Agreement shall renew for successive one-year periods unless SERVICERS terminate this Agreement by notice to CUSTOMER, in writing, at least 60 days prior to the expiration of the term or renewal term, as the case may be. After the initial term and two renewal terms, in addition to SERVICERS’ right to terminate, as set forth in the preceding sentence, CUSTOMER may also terminate this Agreement by notice to SERVICERS, in writing, at least 60 days prior to the expiration of the second or later renewal term. 21.3 If any of the following events shall occur (each an “Event of Default”): (i) a material adverse change in the business, financial condition, business procedures, products or services of CUSTOMER; or (ii) any assignment or transfer of voting control of CUSTOMER or its parent; or (iii) a sale of all or a substantial portion of CUSTOMER’s assets; or (iv) irregular Card sales by CUSTOMER, excessive Chargebacks or any other circumstances which, in SERVICERS’ sole discretion, may increase SERVICERS’ exposure for CUSTOMER’s chargebacks or otherwise present a financial or security risk to SERVICERS; or (v) any representation or warranty of CUSTOMER in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; or (vi) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Paragraph 22; (vii) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any affiliate of SERVICERS, including, but not limited to, any agreement governing check guarantee or check verification services; or (viii) CUSTOMER shall default in the payment when due, whether upon maturity or otherwise, of any material indebtedness for borrowed money or any material trade payable (other than any trade payable subject to a good faith dispute by CUSTOMER so long as CUSTOMER is actively pursuing resolution of such dispute); or (ix) CUSTOMER shall: commence a voluntary case under the Bankruptcy Code; file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or entry into a composition agreement or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; generally become unable to pay its debts or trade obligations as they become due; make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (x) a case or other proceeding shall be commenced against CUSTOMER, in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator or the like of CUSTOMER, or of all or any substantial part of the assets, domestic or foreign, of CUSTOMER, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against CUSTOMER (including, but not limited to, an order for relief under the Bankruptcy Code) shall be entered; or (xi) the independent certified accountants retained by CUSTOMER shall refuse to deliver an unqualified opinion with respect to the annual financial statements of CUSTOMER and its consolidated subsidiaries; then, upon the occurrence of (1) an Event of Default specified in subparagraphs (iv), (ix) or (x) above, SERVICERS may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder by CUSTOMER to SERVICERS shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by CUSTOMER, and (2) any other Event of Default, this Agreement may be terminated by SERVICERS by giving not less than 10 days’ notice to CUSTOMER, and upon such notice all amounts payable hereunder by CUSTOMER to SERVICERS shall be due and payable on demand. 21.4 Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable and such provisions shall survive the expiration or termination of this Agreement. 21.5 If any Event of Default shall have occurred and be continuing, SERVICERS may, in their sole discretion, exercise all of their rights and remedies under applicable law, including, without limitation, exercising their rights under Section 22. 21.6 This Agreement also may be terminated by SERVICERS prior to the then-current expiration date upon at least 90 days’ advance written notice, if CUSTOMER’s Card transactions fail to conform to the volume or average transaction size representations as set forth in the Schedules. 21.7 If this Agreement is terminated for cause, CUSTOMER acknowledges that SERVICERS may be required to report CUSTOMER’s business name and the name and other identification of its principals to the Combined Terminated Merchant File maintained by VISA and MasterCard. CUSTOMER expressly agrees and consents to such reporting in the event CUSTOMER is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by VISA or MasterCard. Furthermore, CUSTOMER agrees to waive and hold SERVICERS harmless from and against, any and all claims which CUSTOMER may have as a result of such reporting. 21.8 The provisions governing processing and settlement of Card transactions, all related adjustments, fees and other amounts due from CUSTOMER and the resolution of any related chargebacks, disputes or other issues involving Card transactions will continue to apply even after termination of this Agreement, until all Card transactions made prior to such termination are settled or resolved. In addition, the provisions of Sections 13 through 18, inclusive, 20, 22, 24 and 25, and Subsections 21.7, 21.9, 26.2 and 26.3, all in this Agreement, shall survive any termination. Upon termination of this Agreement, CUSTOMER agrees to immediately send SERVICERS all the data relating to Card transactions made up to the date of termination. 21.9 After termination of this Agreement for any reason whatsoever, CUSTOMER shall continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to SERVICERS under this Agreement or which may be due to SERVICERS before or after such termination to either SERVICERS or any of SERVICERS’ affiliates for any related equipment or related services.

Term; Events of Default. 21.1 21.1. This Agreement Bankcard Addendum and the applicable Schedules shall become effective upon the date this the Participation Agreement and the applicable Schedules are signed by BANK, which shall in all instances be on or after the date(s) CUSTOMER and CMS PROVIDER sign this the Participation Agreement and the applicable Schedules and CUSTOMER will be advised of the effective date by SERVICERS. 21.2 21.2. The initial term and any subsequent terms of this Agreement Bankcard Addendum shall commence and shall continue in force for one year after it becomes effective. This Agreement shall renew for successive one-year periods unless SERVICERS terminate this Agreement by notice to CUSTOMER, in writing, at least 60 days prior to the expiration of the term or renewal term, as the case may be. After the initial term and two renewal terms, in addition to SERVICERS’ right to terminate, as set forth described in the preceding sentence, CUSTOMER may also terminate this Agreement by notice to SERVICERS, in writing, at least 60 days prior to the expiration of the second or later renewal termContract. 21.3 21.3. If any of the following events shall occur (each an “Event of Default”): (i) a material adverse change in the business, financial condition, business procedures, products or services of CUSTOMER; or21.3.1. Reserved. (ii) any assignment or transfer of voting control of CUSTOMER or its parent; or21.3.2. Reserved. (iii) a sale of all or a substantial portion of CUSTOMER’s assets; or21.3.3. Reserved. (iv) 21.3.4. irregular Card sales submitted by CUSTOMER, fraudulent or suspected fraudulent Card sales submitted by CUSTOMER excessive Chargebacks Chargebacks, or any other circumstances which, in SERVICERS’ sole reasonable discretion, may increase SERVICERS’ exposure for CUSTOMER’s chargebacks or otherwise present presents a financial or security risk to SERVICERS; or (v) 21.3.5. any representation or warranty of CUSTOMER either party in this Agreement Bankcard Addendum is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; or (vi) CUSTOMER 21.3.6. either party shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this AgreementBankcard Addendum, including, without limitationlimitation on the part of CUSTOMER, the establishment or maintenance of funds in a Reserve Account, Data Security requirements as detailed in Paragraph 22;Section 25; or (vii) 21.3.7. CUSTOMER shall default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any affiliate of SERVICERS, including, but not limited to, any agreement governing check guarantee or check verification services; or (viii) 21.3.8. CUSTOMER shall default in the payment when due, whether upon maturity or otherwise, of any material indebtedness for borrowed money or any material trade payable (other than any trade payable subject to a good faith dispute by CUSTOMER so long as CUSTOMER is actively pursuing resolution of such dispute)payable; or (ix) CUSTOMER shall: commence a voluntary case under the Bankruptcy Code; file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or entry into a composition agreement or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; generally become unable to pay its debts or trade obligations as they become due; make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or21.3.9. Reserved. (x) a case or other proceeding shall be commenced against CUSTOMER, in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator or the like of CUSTOMER, or of all or any substantial part of the assets, domestic or foreign, of CUSTOMER, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against CUSTOMER (including, but not limited to, an order for relief under the Bankruptcy Code) shall be entered; or21.3.10. Reserved. (xi) 21.3.11. the independent certified accountants retained by CUSTOMER shall refuse to deliver an unqualified opinion with respect to the annual financial statements of CUSTOMER and its consolidated subsidiaries; then, upon the occurrence of (1) an Event of Default specified in subparagraphs (iv), (ix) or (x) above, SERVICERS may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder by CUSTOMER to SERVICERS shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by CUSTOMER, and (2) any other Event of Default, this Agreement as it pertains to the applicable Participation Agreement may be terminated by SERVICERS by giving not less than 10 30 days’ notice to CUSTOMERCUSTOMER and, and upon such notice notice, all amounts payable hereunder by CUSTOMER to SERVICERS shall be due and payable on upon demand. Notwithstanding any of the foregoing, in the event that there is a breach of CUSTOMER’s security or any other event or situation has transpired which has resulted in a request from any Association that this Agreement be terminated, the parties hereunder acknowledge that SERVICERS may terminate this Agreement immediately and all amounts payable hereunder from CUSTOMER to SERVICERS shall be immediately due and payable upon demand. 21.4 21.4. Neither the expiration nor termination of this Agreement Bankcard Addendum shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement Bankcard Addendum which by their terms are intended to survive or be perpetual or irrevocable and such provisions shall survive the expiration or termination of this AgreementBankcard Addendum. 21.5 21.5. If any Event of Default shall have occurred and be continuing, SERVICERS may, in their sole discretion, exercise all of their rights and remedies under applicable law, including, without limitation, exercising their rights under Section 22. 21.6 21.6. This Agreement Bankcard Addendum also may be terminated by SERVICERS prior to the then-current expiration date upon at least 90 days’ advance written notice, if CUSTOMER’s Card transactions fail to conform to the volume or average transaction size representations as set forth in the Schedules. 21.7. This Bankcard Addendum also may be terminated by SERVICERS without notice or penalty, if in their sole discretion, such termination is necessary for SERVICERS to comply with their obligations under any applicable law, rule or regulation including, but not limited to, the Office of Foreign Assets Control (“OFAC”) Regulations and Card Organization Rules. SERVICERS’ termination of this Bankcard Addendum pursuant to this Section 21.7 shall not be deemed a breach of contract by SERVICERS. 21.8. If this Agreement Bankcard Addendum is terminated for cause, CUSTOMER acknowledges that SERVICERS may be required to report CUSTOMER’s business name and the name names and other identification of its principals to the Combined Terminated Merchant File maintained by VISA and MasterCard. CUSTOMER expressly agrees and consents to such reporting in the event CUSTOMER is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by VISA or MasterCard. Furthermore, CUSTOMER agrees to waive and hold SERVICERS harmless from and against, any and all claims which CUSTOMER may have as a result of such reporting. 21.8 21.9. The provisions governing processing and settlement of Card transactions, all related adjustments, fees and other amounts due from CUSTOMER and the resolution of any related chargebacks, disputes or other issues involving Card transactions will continue to apply even after termination of this AgreementBankcard Addendum, until all Card transactions made prior to such termination are settled or resolved. In addition, the provisions of Sections 13 through 18, inclusive, 20, 22, 24 and 25, and Subsections 21.7, 21.9, 26.2 and 26.3, all in this AgreementBankcard Addendum, shall survive any termination. Upon termination of this AgreementBankcard Addendum, CUSTOMER agrees to immediately send SERVICERS all the data relating to Card transactions made up conducted prior to the date of termination. 21.9 21.10. After termination of this Agreement Bankcard Addendum for any reason whatsoever, CUSTOMER shall continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Agreement Bankcard Addendum and all other amounts then due or which thereafter may become due to SERVICERS under this Agreement Bankcard Addendum or which may be due to SERVICERS before or after such termination to either SERVICERS or any of SERVICERS’ affiliates Affiliates for any related equipment or related services.

Term; Events of Default. 21.1 22.1 This Agreement and the applicable Schedules Supplements shall become effective upon the date this Agreement and the applicable Schedules Supplements are signed by BANKSERVICERS, which shall in all instances be on or after the date(s) CUSTOMER and CMS sign signs this Agreement and the applicable Schedules Supplements. CUSTOMER acknowledges and agrees that to the extent this Agreement does not represent a renewal or extension of a current agreement between the parties for the Services contemplated hereunder, CUSTOMER will be advised shall not process a “live”, non-test Card transaction under this Agreement until such time as CUSTOMER has been approved by BAMS’ credit department and BAMS and BANK have executed this Agreement. 22.2 This Agreement shall remain effective through the initial term of five (5) years from the date of this Agreement. Either party may terminate this Agreement upon sixty (60) days’ notice prior to the end of the initial term. If CUSTOMER (i) terminates this Agreement in accordance with the foregoing provision and continues to use the Services after the effective date by SERVICERS. 21.2 The of such termination or (ii) continues to use the Services upon expiration of the initial term of term, then in either event this Agreement shall commence remain in effect until CUSTOMER formally terminates the Agreement in writing to SERVICERS and shall continue in force ceases to submit transactions to SERVICERS for one year after it becomes effective. This Agreement shall renew for successive one-year periods unless SERVICERS terminate this Agreement by notice to CUSTOMER, in writing, at least 60 days prior to the expiration of the term or renewal term, as the case may be. After the initial term and two renewal terms, in addition to SERVICERS’ right to terminate, as set forth in the preceding sentence, CUSTOMER may also terminate this Agreement by notice to SERVICERS, in writing, at least 60 days prior to the expiration of the second or later renewal termprocessing. 21.3 22.3 If any of the following events shall occur (each an “Event of Default”): (i) a material adverse change in the business, financial condition, business procedures, products or services of CUSTOMER; or (ii) any assignment or transfer of voting control of CUSTOMER or its parent; or (iii) a sale of all or a substantial portion of CUSTOMER’s assets; or (iv) irregular Card sales by CUSTOMER, excessive Chargebacks or any other circumstances which, in SERVICERS’ ' sole discretion, may increase SERVICERS’ ' exposure for CUSTOMER’s chargebacks 's Chargebacks or otherwise present presents a financial or security risk to SERVICERS; or (viii) any representation representation, warranty or warranty covenant of CUSTOMER in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; or (viiv) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Agreement, including, without limitation, (a) the establishment or maintenance of funds in a Reserve Account, Information Security requirements as detailed in Paragraph 22; Section 24 or (viib) CUSTOMER shall default in CUSTOMER’s failure to pay SERVICERS for any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any affiliate of SERVICERS, including, but not limited to, any agreement governing check guarantee or check verification servicesamounts due and owing under this Agreement; or (viii) CUSTOMER shall default in the payment when due, whether upon maturity or otherwise, of any material indebtedness for borrowed money or any material trade payable (other than any trade payable subject to a good faith dispute by CUSTOMER so long as CUSTOMER is actively pursuing resolution of such dispute); or (ix) CUSTOMER shall: commence a voluntary case under the Bankruptcy Code; file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or entry into a composition agreement or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; generally become unable to pay its debts or trade obligations as they become due; make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (x) a case or other proceeding shall be commenced against CUSTOMER, in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator or the like of CUSTOMER, or of all or any substantial part of the assets, domestic or foreign, of CUSTOMER, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against CUSTOMER (including, but not limited to, an order for relief under the Bankruptcy Code) shall be entered; or (xi) the independent certified accountants retained by CUSTOMER shall refuse to deliver an unqualified opinion with respect to the annual financial statements of CUSTOMER and its consolidated subsidiaries; then, upon the occurrence of (1) an Event of Default specified in subparagraphs (iv), (ix) or (x) above, SERVICERS may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder by CUSTOMER to SERVICERS shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by CUSTOMER, and (2) any other Event of Default, this Agreement may be terminated by SERVICERS by giving not less than 10 days’ notice to CUSTOMER, and upon such notice all amounts payable hereunder by CUSTOMER to SERVICERS shall be due and payable on demand. 21.4 Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable and such provisions shall survive the expiration or termination of this Agreement. 21.5 If any Event of Default shall have occurred and be continuing, SERVICERS may, in their sole discretion, exercise all of their rights and remedies under applicable law, including, without limitation, exercising their rights under Section 22. 21.6 This Agreement also may be terminated by SERVICERS prior to the then-current expiration date upon at least 90 days’ advance written notice, if CUSTOMER’s Card transactions fail to conform to the volume or average transaction size representations as set forth in the Schedules. 21.7 If this Agreement is terminated for cause, CUSTOMER acknowledges that SERVICERS may be required to report CUSTOMER’s business name and the name and other identification of its principals to the Combined Terminated Merchant File maintained by VISA and MasterCard. CUSTOMER expressly agrees and consents to such reporting in the event CUSTOMER is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by VISA or MasterCard. Furthermore, CUSTOMER agrees to waive and hold SERVICERS harmless from and against, any and all claims which CUSTOMER may have as a result of such reporting. 21.8 The provisions governing processing and settlement of Card transactions, all related adjustments, fees and other amounts due from CUSTOMER and the resolution of any related chargebacks, disputes or other issues involving Card transactions will continue to apply even after termination of this Agreement, until all Card transactions made prior to such termination are settled or resolved. In addition, the provisions of Sections 13 through 18, inclusive, 20, 22, 24 and 25, and Subsections 21.7, 21.9, 26.2 and 26.3, all in this Agreement, shall survive any termination. Upon termination of this Agreement, CUSTOMER agrees to immediately send SERVICERS all the data relating to Card transactions made up to the date of termination. 21.9 After termination of this Agreement for any reason whatsoever, CUSTOMER shall continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to SERVICERS under this Agreement or which may be due to SERVICERS before or after such termination to either SERVICERS or any of SERVICERS’ affiliates for any related equipment or related services.

Term; Events of Default. 21.1 19.1 This Agreement and the applicable Schedules shall become effective upon the date this Agreement and the applicable Schedules are signed by BANKBANK (“Effective Date”), which shall in all instances be on or after the date(s) CUSTOMER and CMS sign this Agreement and the applicable Schedules and CUSTOMER will be advised of the effective date by SERVICERSSchedules. 21.2 19.2 The initial term of this Agreement shall commence and shall continue in force for one year after [Redacted]after it becomes effective, unless terminated sooner or extended as provided herein. This Agreement shall renew for successive one-year periods unless SERVICERS terminate a party terminates this Agreement by notice to CUSTOMERall other parties, in writing, at least 60 days prior [Redacted]prior to the expiration of the term or renewal term, as the case may be. After the initial term and two renewal terms, in addition to SERVICERS’ right to terminate, as set forth in the preceding sentence, CUSTOMER may also terminate this Agreement by notice to SERVICERS, in writing, at least 60 days prior to the expiration of the second or later renewal term. 21.3 19.3 If any of the following events shall occur and remain uncured by CUSTOMER following any applicable cure period (upon expiration of any applicable cure period, each an “Event of Default”): (i) a material adverse change any assignment in the business, financial condition, business procedures, products or services violation of CUSTOMERSection 18 of this Agreement; or (ii) any assignment or transfer of voting control of CUSTOMER or its parent; or (iii) a sale of all or a substantial portion ([Redacted]or more) of CUSTOMER’s assetsassets outside of the ordinary course of business during any fiscal year; or (iii) fraudulent or suspected fraudulent Card sales by CUSTOMER or excessive Chargebacks (in either case, in excess of [Redacted]of dollar or transaction volume); or (iv) irregular Card sales by CUSTOMER, excessive Chargebacks or any other circumstances which, in SERVICERS’ sole discretion, may increase SERVICERS’ exposure for CUSTOMER’s chargebacks or otherwise present a financial or security risk to SERVICERS; or (v) any representation or warranty of CUSTOMER in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be mademade and such breach may, in the non-defaulting party’s reasonable discretion, affect CUSTOMER’s ability to perform its obligations under this Agreement; or (via) CUSTOMER shall the default in any material respect in the performance or observance of any material term, covenant, condition or agreement contained in this Agreement and such default may, in the non-defaulting party’s reasonable discretion, affect the defaulting party’s ability to perform its obligations under this Agreement, including, without limitation, the establishment or maintenance of funds in . (b) failure by CUSTOMER to establish and/or maintain a Reserve Account, Account in compliance with the timeframes and terms as detailed in Paragraph 22Section 20; (vi) the revocation, expiration or termination of the Guaranty; (vii) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any affiliate of SERVICERS, including, but not limited to, any agreement governing check guarantee or check verification services; or (viii) CUSTOMER shall default in the payment when due, whether upon maturity or otherwise, of any material indebtedness for borrowed money or any material trade payable (other than any trade payable subject to a good faith dispute by CUSTOMER so long as CUSTOMER is actively pursuing resolution of such dispute); or (ix) CUSTOMER shall: commence a voluntary case under the Bankruptcy Code; file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or entry into a composition agreement or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; generally become unable to pay its debts or trade obligations as they become due; make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (x) a case or other proceeding shall be commenced by or against CUSTOMEReither party, in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator or the like of CUSTOMEReither party, or of all or any substantial part of the assets, domestic or foreign, of CUSTOMEReither party, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days[Redacted], or an order granting the relief requested in such case or proceeding against CUSTOMER either party (including, but not limited to, an order for relief under the Bankruptcy Code) shall be entered; or (xiviii) the independent certified accountants retained by CUSTOMER and its parent company shall refuse to deliver an unqualified opinion with respect to the annual financial statements of CUSTOMER, its parent company and their consolidated subsidiaries or shall deliver annual financial statements with a “going concern” qualification and such qualification indicates, in SERVICERS’ reasonable discretion, that CUSTOMER and may not be able to perform its consolidated subsidiariesobligations under this Agreement; then, upon the occurrence of (1) an Event of Default specified in subparagraphs (iv), or (ix) CUSTOMER shall indicate that any Association endorses its products or (x) aboveServices. Then after the expiration of any applicable cure period set forth in Section 19.4, SERVICERS the non-defaulting party may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder by CUSTOMER to SERVICERS shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by CUSTOMER. 19.4 For any events specified in subparagraphs (iii), and (2v)(b), (vi) any other Event of Default, this Agreement may be terminated by SERVICERS by giving not less than 10 days’ notice to CUSTOMER, and upon such notice all amounts payable hereunder by CUSTOMER to SERVICERS or (vii) above the cure period shall be due and payable on demand. 21.4 Neither [Redacted]For any event specified in subparagraphs (i), (ii), (iv), (v)(a), (viii) or (ix) above, the expiration nor termination cure period shall be [Redacted]Upon the occurrence of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable and such provisions shall survive the expiration or termination of this Agreement. 21.5 If any Event of Default SERVICERS may, subject to any applicable cure period, terminate this Agreement and declare all amounts due from CUSTOMER to SERVICERS to be immediately due and payable. 19.5 If any event specified in Section 19.3 shall have occurred and be continuing, SERVICERS the parties may, in their sole discretion, exercise all of their rights and remedies under applicable law, including, without limitation, exercising their SERVICERS’ rights under Section 2220. 21.6 This (a) If any other processor of bankcard transactions (a “Third Party Processor”) has offered to process CUSTOMER’s bankcard transactions upon better terms and conditions (other than price) as SERVICERS have agreed to under this Agreement, then CUSTOMER may provide notice of such fact to SERVICERS, such notice shall set forth all material terms regarding the proposed agreement between CUSTOMER and the Third Party Processor (a “Third Party Processor Offer Reserve Notice”). Unless SERVICERS agree to match the better terms of the Third Party Processor within [Redacted]of SERVICERS’ receipt of the Third Party Processor Offer Reserve Notice, CUSTOMER may terminate this Agreement also may be terminated as of the date [Redacted]following SERVICERS receipt of the Third Party Processor Offer Reserve Notice. (b) If after the third anniversary of CUSTOMER’s submission of its first transactions to SERVICERS for processing any Third Party Processor has offered to process CUSTOMER’s bankcard transactions upon substantially the same terms as SERVICERS have agreed to under this Agreement, but such Third Party Processor has agreed to do so for pricing which is better than the pricing provided by SERVICERS prior pursuant to the then-current expiration date upon at least 90 days’ advance written noticethis Agreement, if CUSTOMER’s Card transactions fail then CUSTOMER may provide notice of such fact to conform to the volume or average transaction size representations as SERVICERS, such notice shall set forth in all material terms regarding the Schedulesproposed agreement between CUSTOMER and the Third Party Processor (a “Third Party Processor Offer Pricing Notice”) (Third Party Processor Reserve Notices and Third Party Processor Pricing Notices are collectively referred to herein as “Third Party Processor Notices”). Unless SERVICERS agree to adjust their pricing to match the better pricing offered by the Third Party Processor within 14 days of SERVICERS’ receipt of the Third Party Processor Offer Pricing Notice, CUSTOMER may terminate this Agreement as of the date 90 days following SERVICERS receipt of the Third Party Processor Offer Pricing Notice. 21.7 19.7 If this Agreement is terminated for causepursuant to Section 19.3, CUSTOMER acknowledges that SERVICERS may be required to report CUSTOMER’s business name and the name names and other identification of its principals to the Combined Terminated Merchant File maintained by VISA and MasterCard. CUSTOMER expressly agrees and consents to such reporting in the event CUSTOMER is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by VISA or MasterCard. Furthermore, CUSTOMER agrees to waive and hold SERVICERS harmless from and against, any and all claims which CUSTOMER may have as a result of such reporting. 21.8 19.8 The provisions governing processing and settlement of Card transactions, all related adjustments, fees and other amounts due from CUSTOMER and the resolution of any related chargebacks, disputes or other issues involving Card transactions will continue to apply even after termination of this Agreement, until all Card transactions made prior to such termination are settled or resolved. In addition, the provisions of Sections 13 through 18, inclusive, 20, 22, 24 and 25, and Subsections 21.7, 21.9, 26.2 and 26.3, all in this Agreement, shall survive any termination. Upon termination of this Agreement, CUSTOMER agrees to immediately send SERVICERS all the data relating to Card transactions made up to the date of termination. 21.9 19.9 After termination of this Agreement for any reason whatsoever, CUSTOMER shall continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to SERVICERS under this Agreement or which may be due to SERVICERS before or after such termination to either SERVICERS or any of SERVICERS’ affiliates for any related equipment or related services.