Common use of ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT Clause in Contracts

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole discretion, and which shall be in addition to all other collateral provided for in Section 14 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13, at any time when: (i) this Merchant Agreement, or the provision of Card Program services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank as set forth above in this Section, or (iii) neither (i) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole discretion, and which shall be in addition to all other collateral provided for in Section 14 hereof. Such additional collateral security may include, for example, (Aa) suspension of all of or any portion of any provisional credit(s) arising or relating to the Merchant Agreement; (b) Merchant funds or property that Bank has possession or control; (c) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (Bd) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of be deposited in a Reserve Account, established as hereinafter set forth in this Section 13, at any time when: : (i) this the Merchant Agreement, or the provision of Card Program services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this the Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this the Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank as set forth above in this Section, or (iii) neither (i) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, either (a) immediately without demand to Merchant in order to mitigate any risk, loss or damage to Bank, cardholder/consumer or Card Association or (b) Bank has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any additional collateral deposited in the Reserve Account that is established shall be subject to the terms and conditions of Section 14 and all other terms and conditions of this the Merchant Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of be deposited in a Reserve Account, the following provisions of this Section 13 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant ▇▇▇▇▇▇▇▇ has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (iib) above in this Section is applicable, but Bank Provider has determined that additional collateral security is required, has requested that Merchant provide the same, and Merchant ▇▇▇▇▇▇▇▇ has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank Provider as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 17 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank Provider requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 16 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (iib) above in this Section is applicable, but Bank Provider has determined that additional collateral security is required, has requested that Merchant provide the same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank Provider as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 17 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank Provider requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 16 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole discretion, and which shall be in addition to all other collateral provided for in Section 14 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 1315, at any time when: (iwhen:(i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank as set forth above in this Section, or (iii) neither (i) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 15 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole and absolute discretion, and which shall be in addition to all other collateral provided for in Section 14 Paragraph 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Bank, and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made made, and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13Paragraph 15, at any time when: : (i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason reason, or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, amounts satisfactory to Bank as set forth above in this SectionParagraph, or (iii) neither (i) nor (ii) above in this Section Paragraph is applicable, but Bank has determined determined, for any reason in its sole and absolute discretion, that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this SectionParagraph. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 Paragraph 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. .” Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 Paragraph 15 shall apply: i. Merchant may be required to deposit, or Merchant Bank may deposit by deducting from any payment due to Merchant or from any funds in the Settlement Account or any other deposit account of Merchant, into an account maintained by Merchant Bank (or at another approved depository institution) (the “Reserve Account”), initially or at any time in the future as requested by Bank, sums sufficient to satisfy Merchant’s current and/ or future obligations, including, but not limited to, Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement, in such amount as determined by Bank in its sole and absolute discretion. ii. The Reserve Account will be separate from the Settlement Account. Merchant shall have no right of withdrawal from the Reserve Account. The Reserve Account shall be under the sole control of Merchant Bank. Any and all earnings, including interest, from deposits of the Merchant to the Reserve Account shall be the sole property of the Bank.

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole and absolute discretion, and which shall be in addition to all other collateral provided for in Section 14 Paragraph 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Bank, and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made made, and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13Paragraph 15, at any time when: : (i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason reason, or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, amounts satisfactory to Bank as set forth above in this SectionParagraph, or (iii) neither (i) nor (ii) above in this Section Paragraph is applicable, but Bank has determined determined, for any reason in its sole and absolute discretion, that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this SectionParagraph. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 Paragraph 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. .” Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 Paragraph 15 shall apply: i. Merchant may be required to deposit, or Merchant Bank may deposit by deducting from any payment due to Merchant or from any funds in the Settlement Account or any other deposit account of Merchant, into an account maintained by Merchant Bank (or at another approved depository institution) (the “Reserve Account”), initially or at any time in the future as requested by Bank, sums sufficient to satisfy Merchant’s current and/or future obligations, including, but not limited to, Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement, in such amount as determined by Bank in its sole and absolute discretion. ii. The Reserve Account will be separate from the Settlement Account. Merchant shall have no right of withdrawal from the Reserve Account. The Reserve Account shall be under the sole control of Merchant Bank. Any and all earnings, including interest, from deposits of the Merchant to the Reserve Account shall be the sole property of the Bank.

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole discretion, and which shall be in addition to all other collateral provided for in Section 14 hereof. Such additional collateral security may include, for example, (Aa) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (Bb) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13, at any time when: (i) this Merchant Agreement, or the provision of Card Program services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank as set forth above in this Section, or (iii) neither (i) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole and absolute discretion, and which shall be in addition to all other collateral othercollateral provided for in Section 14 Paragraph 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all Bank, andall filings and/or other and/orother actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made made, and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13Paragraph 15, at any time when: : (i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason reason, or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, amounts satisfactory to Bank as set forth above in this SectionParagraph, or (iii) neither (i) nor (ii) above in this Section Paragraph is applicable, but Bank has determined determined, for any reason in its sole and absolute discretion, that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this SectionParagraph. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 Paragraph 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. .” Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 Paragraph 15 shall apply: i. Merchant may be required to deposit, or Merchant Bank may deposit by deducting from any payment due to Merchant or from anyfunds in the Settlement Account or anyotherdeposit account of Merchant, into an account maintained by Merchant Bank (or at another approved depository institution) (the “Reserve Account”), initially or at any time in the future as requested by Bank, sums sufficient to satisfy Merchant’s current and/or future obligations, including, but not limited to, Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees and any other fees owed, fines, penalties, loss allocations, damages, expenses(including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement, in such amount as determined by Bank in its sole and absolute discretion. ii. The Reserve Account will be separate from the Settlement Account. Merchant shall have no right of withdrawal from the Reserve Account. The Reserve Account shall be under the sole control of Merchant Bank. Any and all earnings, including interest, from deposits of the Merchant to the Reserve Account shall be the sole property of the Bank.

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant ▇▇▇▇▇▇▇▇ has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 shall apply:nor

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole discretion, and which shall be in addition to all other collateral provided for in Section 14 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all filings and/or other actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 1315, at any time anytime when: (i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank as set forth above in this Section, or (iii) neither (i) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 15 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (ii) above in this Section is applicable, but Bank has determined that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 shall apply:nor

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (iib) above in this Section is applicable, but Bank Provider has determined that additional collateral security is required, has requested that Merchant provide the same, and Merchant has failed to provide alternative additional collateral security of a kindakind, and in amounts satisfactory to Bank Provider as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 17 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank Provider requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 16 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. 16.1 As a condition for providing Card Program servicesthe Services, Merchant may be required to provide additional collateral security for Merchant’s 's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank Provider in Bank’s Provider's sole discretion, and which shall be in addition to all other collateral provided for in Section 14 17 hereof. Such additional collateral security may include, for example, (Ai) a letter of credit, if issued in an amount and on terms acceptable to Bank Provider by a letter of credit issuing bank acceptable to BankProvider, or (Bii) the pledge to Bank Provider of a certificate of deposit owned by Merchant in amount satisfactory to Bank Provider and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank Provider and all filings and/or other actions necessary in order to perfect in Bank Provider a continuing first priority security interest therein on terms acceptable to BankProvider, are entered into, made and/or taken as the case may be. Bank Provider may require that all or any part of the additional collateral take the form of a Reserve AccountAccount (defined below), established as hereinafter set forth in this Section 1316, at any time when: : (ia) this Merchant Agreement, or the provision provisions of Card Program services the Services hereunder, shall have terminated for any reason or any party hereto shall have given notice of termination terminate thereof, or (iib) there shall have occurred an event which entitles Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank Provider to terminate this Merchant Agreement or the provision of Card Program services the Services hereunder, and Merchant ▇▇▇▇▇▇▇▇ has not provided alternative additional collateral security of a kind, and in amounts, satisfactory to Bank Provider as set forth above in this Section, or (iiic) neither (ia) nor (iib) above in this Section is applicable, but Bank Provider has determined that additional collateral security is required, has requested that Merchant provide the same, and Merchant ▇▇▇▇▇▇▇▇ has failed to provide alternative additional collateral security of a kindakind, and in amounts satisfactory to Bank Provider as set forth above in this Section. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 17 and all other terms and conditions of this Agreement relating to the “Reserve Account”. Whenever Bank Provider requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 16 shall apply:

ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT. As a condition for providing Card Program services, Merchant may be required to provide additional collateral security for Merchant’s obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Bank in Bank’s sole and absolute discretion, and which shall be in addition to all other collateral provided for in Section 14 Paragraph 16 hereof. Such additional collateral security may include, for example, (A) a letter of credit, if issued in an amount and on terms acceptable to Bank by a letter of credit issuing bank acceptable to Bank, or (B) the pledge to Bank of a certificate of deposit owned by Merchant in amount satisfactory to Bank and provided all agreements (including agreements of third parties) in form and substance satisfactory to Bank and all Bank, andall filings and/or other and/orother actions necessary in order to perfect in Bank a continuing first priority security interest therein on terms acceptable to Bank, are entered into, made made, and/or taken as the case may be. Bank may require that all or any part of the additional collateral take the form of a Reserve Account, established as hereinafter set forth in this Section 13Paragraph 15, at any time when: : (i) this Merchant the Agreement, or the provision provisions of Card Program services hereunder, shall have terminated for any reason reason, or any party hereto shall have given notice of termination thereof, or (ii) there shall have occurred an event which entitles Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder or which, with the giving of notice and/or the passage of time would entitle Bank to terminate this Merchant Agreement or the provision of Card Program services hereunder, and Merchant has not provided alternative additional collateral security of a kind, and in amounts, amounts satisfactory to Bank as set forth above in this SectionParagraph, or (iii) neither (i) nor (ii) above in this Section Paragraph is applicable, but Bank has determined determined, for any reason in its sole and absolute discretion, that additional collateral security is required, has requested that Merchant provide same, and Merchant has failed to provide alternative additional collateral security of a kind, and in amounts satisfactory to Bank as set forth above in this SectionParagraph. Any Reserve Account that is established shall be subject to the terms and conditions of Section 14 Paragraph 16 and all other terms and conditions of this Agreement relating to the “Reserve Account”. .” Whenever Bank requires that additional collateral security take the form of a Reserve Account, the following provisions of this Section 13 Paragraph 15 shall apply: i. Merchant may be required to deposit, or Merchant Bank may deposit by deducting from any payment due to Merchant or from anyfundsinthe Settlement Account or anyotherdeposit account of Merchant, into anaccount maintained by Merchant Bank (or at another approved depository institution) (the “Reserve Account”), initially or at any time in the future as requested by Bank, sums sufficient to satisfy Merchant’s current and/or future obligations, including, but not limited to, Chargebacks, anticipated Chargebacks, Credit Vouchers, Processing Fees and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, assessments, registrations, certification expenses, payment obligations owed by Merchant to Bank under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Bank, the Card Networks, or any governmental, banking, or regulatory agency, or claimed bythird parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement, in such amount as determined by Bank in its sole and absolute discretion. ii. The Reserve Account will be separate from the Settlement Account. Merchant shall have no right of withdrawal from the Reserve Account. The Reserve Account shall be under the sole control of Merchant Bank. Any and all earnings, including interest, from deposits of the Merchant to the Reserve Account shall be the sole property of the Bank.