Common use of Merchant Agreements Clause in Contracts

Merchant Agreements. (a) EVERTEC shall contract with potential Merchants accepted for participation in the Merchant Program using the form of Merchant Agreement as has been reasonably approved by BPPR and EVERTEC; provided that EVERTEC shall have the exclusive authority to establish fees and charges applicable to each Merchant for such participation subject to applicable Law and the Rules. EVERTEC shall be the sole owner of all economic rights and benefits of, under and relating to Merchant Agreements (and to the amounts payable to EVERTEC by BPPR, subject to and as provided in Section 6.3(b), with respect to Government-Merchant Agreements); provided, however, that EVERTEC shall not have the right to sell, assign, transfer or encumber such rights without the prior written consent of BPPR, which consent may be granted or denied at BPPR’s sole discretion, except that EVERTEC may assign its rights (including, for the avoidance of doubt, any of its economic rights and benefits of, under and relating to Merchant Agreements), duties and obligations under this Agreement in connection with the grant of a security interest for any securitization or financing transactions, and the enforcement of any rights or remedies that EVERTEC has against BPPR under this Agreement; provided further that, (i) in the event BPPR requests from EVERTEC to provide the Merchant Services at reduced fees or charges to certain Merchants designated by BPPR (the “Designated Merchants”), then BPPR shall pay EVERTEC on a monthly basis the difference between (x) EVERTEC’s standard fees and charges and (y) the reduced fees and charges mutually agreed to by the parties hereto for the Merchant Services provided to such Designated Merchants, and (ii) the Discount Sharing Agreement, which is attached hereto as Exhibit D and incorporated herein, shall remain in full force and effect with respect to the merchants identified in Exhibit D, as the same may be amended from time to time by mutual agreement of the parties hereto.

Merchant Agreements. (a) EVERTEC shall contract with potential Merchants accepted for participation in the Merchant Program using the form of Merchant Agreement as has been reasonably approved set forth on Exhibit I; provided, that Exhibit I may be amended or updated from time to time by BPPR and EVERTEC; provided provided, further, that EVERTEC shall have the exclusive authority to establish fees and charges applicable to each Merchant for such participation subject to applicable Law Legal Requirements and the Rules; provided, further, that EVERTEC must obtain BPPR’s prior written consent for changes to Exhibit I that would conflict with this Agreement or would affect BPPR’s rights and obligations under the Merchant Agreements or Government-Merchant Agreements or would be reasonably likely to have an adverse effect on BPPR (whether economic or otherwise), unless such amendments are necessary to comply with applicable Legal Requirements. To the extent that any outstanding Merchant Agreement or Government-Merchant Agreement contains terms that would reasonably be expected to frustrate the performance of a party’s obligations under this Agreement or enjoyment of a party’s rights under this Agreement, EVERTEC shall cause such Merchant Agreement or Government-Merchant Agreement to be amended promptly following the Effective Date so as to eliminate such term or terms. EVERTEC shall be the sole owner of all economic rights and benefits of, under and relating to Merchant Agreements (and to the amounts payable to EVERTEC by BPPR, subject to and as provided in Section 6.3(b), ) with respect to Government-Merchant Agreements); provided, howeverthat this sentence shall not limit BPPR’s right to indemnity under the terms of each such Merchant Agreement (if any) or other rights of BPPR expressly set forth in this Agreement (including, for the avoidance of doubt, the revenue sharing compensation fee provided in Section 6.4 and the security interests referred to in Section 2.13); provided, further, that EVERTEC shall not have the right to sell, assign, transfer or encumber such rights without the prior written consent of BPPR, which consent may be granted or denied at BPPR’s sole discretion, except that this sentence shall not limit the ability to enter into and comply with the terms of customary financing arrangements with a maximum term that expires no later than December 31, 2034, and EVERTEC may may, encumber or assign its rights (including, for the avoidance of doubt, any of its economic rights rights) and benefits of, under and relating to Merchant Agreements)Agreements in connection with such financing arrangements and in order to grant a security interest or to accomplish a financing strategy so long as such financing agreements by their terms do not limit EVERTEC’s ability to comply with any provision of this Agreement; provided, duties and obligations under further, that that this Agreement shall not limit any encumbrance or assignment arising under or in connection with the grant Existing Credit Agreement, as amended or modified from time to time pursuant to its terms or any other secured financing arrangement (other than a securitization) that by its terms does not limit EVERTEC’s ability to comply with any provision of this Agreement, so long as any such encumbrance of a security interest for any securitization or financing transactionsMerchant Agreement expires by its terms by no later than December 31, and the enforcement of any rights or remedies that EVERTEC has against BPPR under this Agreement2034; provided further provided, further, that, (i) in the event BPPR requests from that EVERTEC to provide the Merchant Services at reduced fees or charges to certain Merchants designated by BPPR (the “Designated Merchants”), then BPPR shall pay EVERTEC on a monthly basis the difference between (x) EVERTEC’s standard fees and charges and (y) the reduced fees and charges mutually agreed to by the parties hereto for the Merchant Services provided to such Designated Merchants, and (ii) the Discount Sharing Agreement, which is attached hereto as Exhibit D and incorporated herein, shall remain in full force and effect with respect to the merchants identified in Exhibit D, as the same may be amended from time to time by mutual agreement of the parties hereto.