Common use of Material Change in Credit and Risk Analysis Criteria Clause in Contracts

Material Change in Credit and Risk Analysis Criteria. In the event Client either fails to maintain the minimum risk analysis criteria as required by the Bank, or if, in the opinion of the Bank, Client undergoes a material change in its operations that Bank believes increases the risk of Client’s ACH operations, then the Bank may, in its sole discretion, take any and all of the following actions: require Client to establish an ACH Reserve Account (as defined below); or terminate ACH Services to Client, generally upon prior written notice from Bank, or immediately if Bank deems immediate termination necessary, in Bank’s sole discretion, to comply with NACHA Rules. Events that constitute a material change in Client’s business operations include, but are not limited to: (i) levels of ACH returns that exceed generally acceptable return levels (as determined by Bank); (ii) a significant or sudden increase in Client’s ACH return levels as compared to Client’s historic ACH return levels; (iii) significant changes in the nature of Client’s business, including its product and services lines or transaction environments; or (iv) the occurrence of any other event that Bank believes represents a material change in Client’s financial performance or financial condition. Upon learning of any such material change, Bank will inform Client of the issue, and Bank may exercise its right to temporarily suspend Client’s ACH Services in order to investigate the issue. After investigation, Bank may invoke its rights to require Client to establish an ACH Reserve Account, require Client to prefund its ACH Entries, or Bank may, in its sole discretion, exercise its right to terminate ACH Services to Client generally upon prior written notice from Bank, or immediately if Bank deems immediate termination necessary, in Bank’s sole discretion, to comply with NACHA Rules.