Termination of Agreement By Bank with Cause. Bank may, in its sole discretion, terminate or suspend the Agreement in its entirety, or with respect to one or more specified Service(s), effective immediately upon notification if: (i) Client fails to maintain adequate Account balances to cover all transactions, costs and expenses relating to one or more Service(s); (ii) there is a material change in Client’s credit and/or risk analysis criteria as determined by Bank in its sole and absolute discretion; (iii) Bank at any time determines that Client or Client’s Vendor does not meet Bank’s risk or other qualification requirements; (iv) Bank discovers any willful misconduct (including, but not limited to, writing or knowingly passing bad checks, or other fraudulent activity) on the part of Client or any other party with respect to Client’s use of the Services; (v) Client has selected a particular Service, but Client has not used such Service for a period of time deemed to constitute an inactive Service by Bank (in Bank’s sole discretion); (vi) Client is in default of any terms of the Agreement, Service provision, or any Bank Agreements; (vii) Client violates any Applicable Law in connection with the Services or any related agreement; or (viii) the continued provision of Services in accordance with the terms of this Agreement would, in Bank’s good faith opinion, violate any Applicable Law or any requirements of any regulatory authority or subject Bank to an unacceptable risk of loss or material security. Upon the occurrence of any of these events, Bank’s sole obligation shall be to provide notice of the suspension or termination of the Agreement or Service to Client as soon as is commercially reasonable.
