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30.4.2. any assignment or transfer of voting control of you or your parent, or
<br />30.4.3. a sale of all or a substantial portion of your assets, or
<br />30.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with
<br />any applicable data security standards, as determined by Servicers, or any Card
<br />Organization, or any other Person, or an actual or suspected data security breach,
<br />or any other circumstances which, in our sole discretion, may increase our exposure
<br />for your Chargebacks or otherwise present a financial or security risk to us: or
<br />30.4.5. any of your representations warranties or covenants in this Agreement are
<br />breached in any respect, or
<br />30.4.6. you default in any material respect in the performance or observance of any
<br />term, condition or agreement contained in this Agreement, including, without
<br />limitation, the establishment or maintenance of funds in a Reserve Account, as
<br />detailed in Section 25, or
<br />30.4.7. you default in any material respect in the performance or observance of any
<br />term, covenant or condition contained in any agreement with any of our respective
<br />Affiliates, or
<br />30.4.8. you default in the payment when due, of any material indebtedness for
<br />borrowed money, or
<br />30.4.9. you file a petition or have a petition fled by another party under the U S
<br />bankruptcy code or any other laws relating to bankruptcy. insolvency or similar
<br />arrangement for adjustment of debts, consent to or fail to contest in a timely and
<br />appropriate manner any petition filed against you in an involuntary case under such
<br />laws, apply for or consent to, or fail to contest in a timely and appropriate manner,
<br />the appointment of, or the taking of possession by, a receiver custodian, trustee or
<br />liquidator of you or of a substantial part of your property, or make a general
<br />assignment for the benefit of creditors, or take any action for the purpose of
<br />authorizing any of the foregoing, or
<br />30.4.10, your independent certified accountants shall refuse to deliver an unqualified
<br />opinion with respect to your annual financial statements and your consolidated
<br />subsidiaries, or
<br />30.4.11. a violation by you of any applicable law or Card Organization Rule or our
<br />reasonable belief that termination of this Agreement or suspension of Services is
<br />necessary to comply with any law including without limitation the rules and
<br />regulations promulgated by the Office of Foreign Assets Control of the U S
<br />Department of the Treasury or your breach, as determined by Servicers of Section
<br />39 2 ("Compliance with Laws'), then, upon the occurrence of (1) an Event of Default
<br />specified in subsections 30 4 4, 30.4.9 or 30 4 11, we may consider this Agreement
<br />to be terminated immediately, without notice, and all amounts payable hereunder
<br />shall be immediately due and payable in full without demand or other notice of any
<br />kind, all of which are expressly waived by you. and (2) any other Event of Default
<br />this Agreement may be terminated by us giving not less than 10 days' notice to you,
<br />and upon such notice all amounts payable hereunder shall be due and payable on
<br />demand
<br />30.5. Neither the expiration nor termination of this Agreement shall terminate the
<br />obligations and rights of the parties pursuant to provisions of this Agreement which
<br />by their terms are intended to survive or be perpetual or irrevocable Such
<br />provisions shall survive the expiration or termination of this Agreement All
<br />obligations by you to pay or reimburse us for any obligations associated with
<br />transactions you have submitted to us will survive termination of this Agreement
<br />until finally and irrevocably paid in full and settled
<br />30.6. If any Event of Default occurs, regardless of whether such Event of Default
<br />has been cured, we may, in our sole discretion, exercise all of our rights and
<br />remedies under applicable law, and this Agreement including, without limitation,
<br />exercising our rights under Section 31
<br />30.7. In the event you file for protection under the U S bankruptcy code or any other
<br />laws relating to bankruptcy, insolvency. assignment for the benefit of creditors or
<br />similar laws, and you continue to use our Services, it is your responsibility to open
<br />new accounts to distinguish pre and post filing obligations You acknowledge that as
<br />long as you utilize the accounts you established prior to such filing, we will not be
<br />able to systematically segregate your post -filing transactions or prevent set-off of the
<br />pre-existing obligations In that event, you will be responsible for submitting an
<br />accounting supporting any adjustments that you may claim
<br />30.8. The Card Organizations often maintain merchant lists such as the Member
<br />Alert To Control High-risk (Merchants) ("MATCH`) who have had their merchant
<br />agreements or Card Acceptance rights terminated for cause If this Agreement is
<br />terminated for cause, you acknowledge that we may be required to report your
<br />business name and the names and other information regarding its principals to the
<br />Card Organizations for inclusion on such list(s) You expressly agree and consent to
<br />such reporting if you are terminated as a result of the occurrence of an Event of
<br />Default or for any reason specified as cause by Visa. Mastercard, Discover Network,
<br />PayPal or American Express Furthermore you agree to waive and hold us
<br />harmless from and against any and all claims which you may have as a result of
<br />such reporting
<br />30.9. After termination of this Agreement for any reason whatsoever, you shall
<br />continue to bear total responsibility for all Chargebacks. fees. Card Organization
<br />fines imposed on us as a result of your acts or omissions Credits and adjustments
<br />resulting from Card transactions processed pursuant to this Agreement and all other
<br />amounts then due or which thereafter may become due under this Agreement
<br />A TRUE COPY
<br />CE=RTIFICATION Q31. Reserve Account; Secu-Nity iritcrcstE
<br />31.1. You expressly authorize us to establish a Reserve Account pursuant to the
<br />terms and conditions set forth in this Section 31 The amount of such Reserve
<br />Account shall be set by us, in our sole discretion, based upon your processing
<br />history and the potential risk of loss to us as we may determine from time to time
<br />31.2. The Reserve Account shall be fully funded upon three (3) days' notice to you,
<br />or in instances of fraud or suspected fraud or an Event of Default, Reserve Account
<br />funding may be immediate Such Reserve Account may be funded by all or any
<br />combination of the following (i) one or more debits to your Settlement Account or
<br />any other accounts held by Bank or any of its Affiliates, at any financial institution
<br />maintained in the name of Client, any of its principals, or any of its guarantors, or if
<br />any of same are authorized signers on such account. (ii) any payments otherwise
<br />due to you, including any amount due from TeleCheck, (iii) your delivery to us of a
<br />letter of credit, or (iv) if we so agree, your pledge to us of a freely transferable and
<br />negotiable certificate of deposit Any such letter of credit or certificate of deposit
<br />shall be issued or established by a financial institution acceptable to us and shall be
<br />in a form satisfactory to us In the event of termination of this Agreement by any
<br />party. an immediate Reserve Account may be established without notice in the
<br />manner provided above Any Reserve Account will be held by us for the greater of
<br />ten (10) months after termination of this Agreement or for such longer period of time
<br />as is consistent with our liability for your Card transactions and Chargebacks in
<br />accordance with Card Organization Rules We will hold funds pursuant to this
<br />Section 31 in master account(s) with your funds allocated to separate sub accounts
<br />Unless specifically required by law, you shall not be entitled to interest on any funds
<br />held by us in a Reserve Account
<br />31.3. If your funds in the Reserve Account are not sufficient to cover the
<br />Chargebacks, adjustments. fees and other charges and amounts due from you, or if
<br />the funds in the Reserve Account have been released, you agree to promptly pay us
<br />such sums upon request
<br />31.4.1. To secure your obligations to us and our respective Affiliates under this
<br />Agreement and any other agreement for the provision of equipment, products or
<br />services (including any obligations for which payments on account of such
<br />obligations are subsequently invalidated, declared to be fraudulent or preferential,
<br />set aside or required to be repaid to a trustee, receiver or any other party under any
<br />bankruptcy act, state or federal law, common law or equitable cause), you grant to
<br />us a first prionty lien and security interest in and to (i) the Reserve Account and (ii)
<br />any of your funds pertaining to the Card transactions contemplated by this
<br />Agreement now or hereafter in our possession, whether now or hereafter due or to
<br />become due to you from us Any such funds, money or amounts now or hereafter in
<br />our possession may be commingled with other funds of ours, or, in the case of any
<br />funds held pursuant to the foregoing paragraphs, with any other funds of other
<br />customers of ours In addition to any rights now or hereafter granted under
<br />applicable law and not by way of limitation of any such rights, we are hereby
<br />authorized by you at any time and from time to time without notice or demand to
<br />you or to any other Person (any such notice and demand being hereby expressly
<br />waived), to set off, recoup and to appropriate and to apply any and all such funds
<br />against and on account of your obligations to us and our respective Affiliates under
<br />this Agreement and any other agreement with us our respective Affiliates for any
<br />related equipment or related services (including any check services), whether such
<br />obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured
<br />You agree to duly execute and deliver to us such instruments and documents as we
<br />may reasonably request to perfect and confirm the lien. security interest right of set
<br />off, recoupment and subordination set forth in this Agreement
<br />31.4.2. For sake of clarification and notwithstanding anything in the Agreement to
<br />the contrary in the event Servicers deduct, holdback, suspend, off set or set off any
<br />settlement monies or amounts otherwise due you pursuant to the terms of this
<br />Agreement (collectively "Set Off Funds'), you acknowledge that such Set Off Funds
<br />will be held in a commingled Reserve Account(s) of Servicers
<br />31.4.3. If in replacement of or in addition to the first priority lien and security interest
<br />in the Reserve Account, you grant to Servicers a first priority lien and security
<br />interest in and to one or more certificates of deposit. the certificates of deposit shall
<br />be uncertificated and shall be subject to an Acknowledgement of Pledge of
<br />Certificate of Deposit and Control Agreement (the "Certificate of Deposit Control
<br />Agreement") by between and among Customers. Servicers and the financial
<br />institution that has established and issued the certificate of deposit The form of the
<br />Certificate of Deposit Control Agreement and the financial institution that will
<br />establish and issue the certificate of deposit shall be satisfactory and acceptable to
<br />Servicers
<br />Other Information
<br />32.1. Upon request, you will provide us and our Affiliates, quarterly financial
<br />statements within 45 days after the end of each fiscal quarter and annual audited
<br />financial statements within 90 days after the end of each fiscal year Such financial
<br />statements shall be prepared in accordance with generally accepted accounting
<br />principles You will also provide such other financial statements and other
<br />information concerning your business and your compliance with the terms and
<br />provisions of this Agreement as we may reasonably request You authorize us and
<br />our Affiliates to obtain from third parties financial and credit information relating to
<br />you in connection with our determination whether to accept this Agreement and our
<br />continuing evaluation of your financial and credit status We may also access and
<br />use information which you have provided to Bank for any other reason Upon
<br />request. you shall provide. and/or cause to be provided, to us and our Affiliates, or
<br />our representatives or regulators (as well as those of the Card Organizations)
<br />reasonable access
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