Common use of Merchant's Business Clause in Contracts

Merchant's Business. Merchant will notify Servicer immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if Servicer, in its sole discretion, determines that such withholding or suspension is required to protect Servicer from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. If

Merchant's Business. Merchant will notify Servicer Bank immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s 's business; (e) alter in any way Merchant’s 's approved monthly volume, average ticket, or maximum ticket; or (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Bank's exercise of all its rights and remedies provided by the Merchant this Agreement. If any change listed above occurs, Servicer Bank may immediately terminate the Merchant this Agreement. Merchant further acknowledges and agrees that Servicer Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant this Agreement if ServicerBank, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Bank from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket size or monthly volume occur. For purposes hereof, Bank’s determination of materiality shall be binding upon Merchant.

Merchant's Business. Merchant will notify Servicer Bank immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s 's business; (e) alter in any way Merchant’s 's approved monthly volume, average ticket, or maximum ticket; or (f) change its return policies or fulfillment house from those identified in the Merchant Application; or (g) undertake make any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations changes to its business in respect of the same products and/or services being offered by MerchantAccount. Merchant will immediately notify Servicer Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Bank's exercise of all its rights and remedies provided by the Merchant this Agreement. If any change listed above occurs, Servicer Bank may immediately terminate the Merchant this Agreement. Merchant further acknowledges and agrees that Servicer Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant this Agreement if ServicerBank, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Bank from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals,

Merchant's Business. Merchant will notify Servicer Peoples Trust immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Peoples Trust in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPeoples Trust’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Peoples Trust may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Peoples Trust may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPeoples Trust, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Peoples Trust from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through Terminals, (C) Merchant does not receive authorization for Transactions, (D) Peoples Trust receives excessive Retrieval requests against Merchant’s prior activity, or (E) excessive Chargebacks are debited against Merchant’s prior activity, then Peoples Trust may delay or withhold settlement of funds for a period not less than 180 days or until Peoples Trust is reasonably certain fraud or other activity detrimental to Peoples Trust has not occurred. Peoples Trust’s right to withhold settlement funds as set forth herein survives termination of the Merchant Agreement. Merchant must immediately contact Peoples Trust if material variances from the average ticket size or monthly volume occur. For purposes hereof, Peoples Trust’s determination of materiality shall be binding upon Merchant.

Merchant's Business. (a) Merchant will notify Servicer immediately if it intends to, shall provide Bank and prior to taking Paya with immediate notice of any steps its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s business; or (ev) alter in any way Merchant’s approved monthly volume, volume and average ticket, or maximum ticket; (fb) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Servicerthis Agreement, or, at Paya’s exercise option may result in Paya amending the terms of all its rights and remedies provided by this Agreement, holding funds and/or altering the Merchant Agreementfunding schedule if Paya and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Servicer Bank and Paya shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Paya, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and Paya on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Paya, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Xxxxxxxx must also notify Paya in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, Paya and Bank must receive all such notices 7 days prior to the change and otherwise upon request from Paya. Merchant is liable to Paya and Bank for all losses and expenses incurred by Paya and Bank arising out of Merchant’s failure to report changes. Paya and Bank may immediately terminate this Agreement upon a change to the information in the Application, whether Paya and Bank independently discover such change or whether Merchant Agreement. Merchant further acknowledges notifies Paya and agrees that Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if Servicer, in its sole discretion, determines that Bank of such withholding or suspension is required to protect Servicer from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. Ifchange.

Merchant's Business. Peoples Trust, not Paysafe, must hold, administer, and control all settlement funds for the Merchant and reserve funds derived from settlement. Paysafe is not permitted to directly access or hold merchant funds whether from settlement or reserves. Merchant will notify Servicer Peoples Trust immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add adds any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant Xxxxxxxx will immediately notify Servicer Peoples Trust in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPeoples Trust’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Peoples Trust may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Peoples Trust may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPeoples Trust, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Peoples Trust from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminals, (C) Merchant does not receive authorization for Transactions, (D) Peoples Trust receives excessive Retrieval requests against Merchant’s prior activity, or (E) excessive Chargebacks are debited against Merchant’s prior activity, then Peoples Trust may delay or withhold settlement of funds for a period not less than 180 days or until Peoples Trust is reasonably certain fraud or other activity detrimental to Peoples Trust has not occurred. Peoples Trust’s right to withhold settlement funds as set forth herein survives termination of the Merchant Agreement. Merchant must immediately contact Peoples Trust if material variances from the average ticket size or monthly volume occur. For purposes hereof, Peoples Trust’s determination of materiality shall be binding upon Merchant.

Merchant's Business. Merchant will notify Servicer Pivotal immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s Merchant‟s business; (e) alter in any way Merchant’s Merchant‟s approved monthly volume, average ticket, or maximum ticket; (f) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Pivotal in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s Merchant‟s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Pivotal‟s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Pivotal may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Pivotal may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPivotal, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Pivotal from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s Merchant‟s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through Terminals, (C) Merchant does not receive authorization for Transactions, (D) Pivotal receives excessive Retrieval requests against Merchant‟s prior activity, or (E) excessive Chargebacks are debited against Merchant‟s prior activity, then Pivotal may delay or withhold settlement of funds for a period not less than 180 days or until Pivotal is reasonably certain fraud or other activity detrimental to Pivotal has not occurred. Pivotal‟s right to withhold settlement funds as set forth herein survives termination of the Merchant Agreement. Merchant must immediately contact Pivotal if material variances from the average ticket size or monthly volume occur. For purposes hereof, Pivotal‟s determination of materiality shall be binding upon Merchant.

Merchant's Business. (a) Merchant will notify Servicer immediately if it intends to, shall provide Bank and prior to taking SPS with immediate notice of any steps its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s business; or (ev) alter in any way Merchant’s approved monthly volume, volume and average ticket, or maximum ticket; (fb) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Servicerthis Agreement, or, at SPS’s exercise option may result in SPS amending the terms of all its rights and remedies provided by this Agreement, holding funds and/or altering the Merchant Agreementfunding schedule if SPS and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Servicer Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify SPS, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify SPS in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, SPS and Bank must receive all such notices 7 days prior to the change. Merchant will provide updated information to SPS upon request. Merchant is liable to SPS and Bank for all losses and expenses incurred by SPS and Bank arising out of Merchant’s failure to report changes. SPS and Bank may immediately terminate this Agreement upon a change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant Agreement. Merchant further acknowledges notifies SPS and agrees that Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if Servicer, in its sole discretion, determines that Bank of such withholding or suspension is required to protect Servicer from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. Ifchange.

Merchant's Business. Merchant will notify Servicer Paysafe immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add adds any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Paysafe in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPaysafe’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Paysafe may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Paysafe may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPaysafe, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Paysafe from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminals, (C) Merchant does not receive authorization for Transactions, (D) Paysafe receives excessive Retrieval requests against Merchant’s prior activity, or (E) excessive Chargebacks are debited against Merchant’s prior activity, then Paysafe may delay or withhold settlement of funds for a period not less than 180 days or until Paysafe is reasonably certain fraud or other activity detrimental to Paysafe has not occurred. Paysafe’s right to withhold settlement funds as set forth herein survives termination of the Merchant Agreement. Merchant must immediately contact Paysafe if material variances from the average ticket size or monthly volume occur. For purposes hereof, Paysafe’s determination of materiality shall be binding upon Merchant.

Merchant's Business. (a) Merchant will notify Servicer immediately if it intends to, shall provide Bank and prior to taking SPS with immediate notice of any steps its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s business; or (ev) alter in any way Merchant’s approved monthly volume, volume and average ticket, or maximum ticket; (fb) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Servicerthis Agreement, or, at SPS’s exercise option may result in SPS amending the terms of all its rights and remedies provided by this Agreement, holding funds and/or altering the Merchant Agreementfunding schedule if SPS and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Servicer Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify SPS, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and SPS on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify SPS, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify SPS in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, SPS and Bank must receive all such notices 7 days prior to the change and otherwise upon request from SPS. Merchant is liable to SPS and Bank for all losses and expenses incurred by SPS and Bank arising out of Merchant’s failure to report changes. SPS and Bank may immediately terminate this Agreement upon a change to the information in the Application, whether SPS and Bank independently discover such change or whether Merchant Agreement. Merchant further acknowledges notifies SPS and agrees that Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if Servicer, in its sole discretion, determines that Bank of such withholding or suspension is required to protect Servicer from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. Ifchange.

Merchant's Business. (a) Merchant will notify Servicer immediately if it intends to, shall provide Bank and prior to taking Paya with immediate notice of any steps its intent to (ai) transfer or sell a any substantial part of its total assets, or liquidate; (bii) change the basic nature of its business, including selling any products or services not related to its current business; (ciii) change fifty percent (50%) or more of the ownership or transfer control of its business; (div) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s business; or (ev) alter in any way Merchant’s approved monthly volume, volume and average ticket, or maximum ticket; (fb) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure Failure to provide notice as required above may be deemed a material breach and will shall be sufficient grounds for termination of Merchant and for Servicerthis Agreement, or, at Paya’s exercise option may result in Paya amending the terms of all its rights and remedies provided by this Agreement, holding funds and/or altering the Merchant Agreementfunding schedule if Paya and Bank deem it necessary to protect against financial loss. If any change of the changes listed above occursoccur, Servicer Bank and Paya shall have the option to amend the terms of this Agreement or immediately terminate this Agreement; (c) Merchant will immediately notify Paya, with a copy to Bank, of any bankruptcy, receivership, insolvency or similar action initiated by or against Merchant or any of its principals. Merchant will include Bank and Paya on the list of creditors filed with the Bankruptcy Court, whether or not a claim exists at the time of filing; (d) Merchant must notify Paya, with a copy to Bank, in writing of any changes to the information in the Application, including but not limited to: a change to Merchant’s financial condition (within 3 days), any additional location or new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and the manner in which sales are completed. Merchant must also notify Paya in writing, with a copy to Bank, if Merchant sells or closes its business. Except for a change to the financial condition, Paya and Bank must receive all such notices 7 days prior to the change and otherwise upon request from Paya. Merchant is liable to Paya and Bank for all losses and expenses incurred by Paya and Bank arising out of Merchant’s failure to report changes. Paya and Bank may immediately terminate this Agreement upon a change to the information in the Application, whether Paya and Bank independently discover such change or whether Merchant Agreement. Merchant further acknowledges notifies Paya and agrees that Servicer may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if Servicer, in its sole discretion, determines that Bank of such withholding or suspension is required to protect Servicer from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. Ifchange.

Merchant's Business. Peoples Trust, not FRONTSTREAM PAYMENTS, shall hold, administer, and control all settlement funds for the Merchant and reserve funds derived from settlement. FRONTSTREAM PAYMENTS is not permitted to directly access or hold merchant funds whether from settlement or reserves. Merchant will notify Servicer Peoples Trust immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of 10% or more of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add adds any outlet operations to its business in respect of the same products and/or services being offered by MerchantXxxxxxxx. Merchant Xxxxxxxx will immediately notify Servicer Peoples Trust in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPeoples Trust’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer may Peoples Trust may, at its sole discretion, immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer may Peoples Trust may, at its sole discretion, withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPeoples Trust, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Peoples Trust or any other entity from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminals, (C) Merchant does not receive authorization for Transactions, (D) Peoples Trust receives excessive Retrieval requests against Merchant’s prior activity, or

Merchant's Business. Merchant will notify Servicer Peoples immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Peoples in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Peoples’ exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Peoples may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Peoples may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPeoples, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Peoples from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through Terminals,

Merchant's Business. Merchant will notify Servicer Bank immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s 's business; (e) alter in any way Merchant’s 's approved monthly volume, average ticket, or maximum ticket; or (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; or (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations changes to its business in respect of the same products and/or services being offered by MerchantAccount. Merchant will immediately notify Servicer Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Bank's exercise of all its rights and remedies provided by the Merchant this Agreement. If any change listed above occurs, Servicer Bank may immediately terminate the Merchant this Agreement. Merchant further acknowledges and agrees that Servicer Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant this Agreement if ServicerBank, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Bank from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals,

Merchant's Business. Peoples Trust, not FRONTSTREAM PAYMENTS, shall hold, administer, and control all settlement funds for the Merchant and reserve funds derived from settlement. FRONTSTREAM PAYMENTS is not permitted to directly access or hold merchant funds whether from settlement or reserves. Merchant will notify Servicer Peoples Trust immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of 10% or more of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change changes its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add adds any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Peoples Trust in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPeoples Trust’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer may Peoples Trust may, at its sole discretion, immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer may Peoples Trust may, at its sole discretion, withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPeoples Trust, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Peoples Trust or any other entity from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through POS terminals, (C) Merchant does not receive authorization for Transactions, (D) Peoples Trust receives excessive Retrieval requests against Merchant’s prior activity, or

Merchant's Business. Merchant will notify Servicer Pivotal immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant Agreement assumes any interest in Merchant’s business; (e) alter in any way Merchant’s approved monthly volume, average ticket, or maximum ticket; (f) change its return policies or fulfillment house from those identified in the Merchant Application; (g) undertake any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations to its business in respect of the same products and/or services being offered by Merchant. Merchant will immediately notify Servicer Pivotal in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ServicerPivotal’s exercise of all its rights and remedies provided by the Merchant Agreement. If any change listed above occurs, Servicer Pivotal may immediately terminate the Merchant Agreement. Merchant further acknowledges and agrees that Servicer Pivotal may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant Agreement if ServicerPivotal, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Pivotal from potential losses or if there exist material variances from the disclosures on the Merchant Application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe or dip credit card or debit card through Terminals, (C) Merchant does not receive authorization for Transactions, (D) Pivotal receives excessive Retrieval requests against Merchant’s prior activity, or (E) excessive Chargebacks are debited against Merchant’s prior activity, then Pivotal may delay or withhold settlement of funds for a period not less than 180 days or until Pivotal is reasonably certain fraud or other activity detrimental to Pivotal has not occurred. Pivotal’s right to withhold settlement funds as set forth herein survives termination of the Merchant Agreement. Merchant must immediately contact Pivotal if material variances from the average ticket size or monthly volume occur. For purposes hereof, Xxxxxxx’s determination of materiality shall be binding upon Merchant.

Merchant's Business. Merchant will notify Servicer Bank immediately if it intends to, and prior to taking of any steps to (a) transfer or sell a substantial part of its assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to the Merchant this Agreement assumes any interest in Merchant’s 's business; (e) alter in any way Merchant’s 's approved monthly volume, average ticket, or maximum ticket; or (f) change its return policies or fulfillment house from those identified in the Merchant Application; or (g) undertake make any substantial change in the volume of Transactions in respect of domestic versus foreign purchases; or (h) add any outlet operations changes to its business in respect of the same products and/or services being offered by MerchantAccount. Merchant will immediately notify Servicer Bank in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s 's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for Servicer’s Bank's exercise of all its rights and remedies provided by the Merchant this Agreement. If any change listed above occurs, Servicer Bank may immediately terminate the Merchant this Agreement. Merchant further acknowledges and agrees that Servicer Bank may withhold funds (settlement or otherwise) or temporarily suspend processing under the Merchant this Agreement if ServicerBank, in its sole discretion, determines that such withholding or suspension is required to protect Servicer Bank from potential losses or if there exist material variances from the disclosures on the Merchant Application application in (i) the nature of Merchant’s business, (ii) the type of or composition of Card processing conducted, or (iii) the actual average ticket size or actual monthly volume amount. IfIf (A) such variances exist, (B) Merchant does not swipe credit card through POS terminals, (C) Merchant does not receive authorization for transactions, (D) Bank receives excessive Retrieval requests against Merchant's prior activity, or (E) excessive Chargebacks are debited against Merchant's prior activity, then Bank may delay or withhold settlement of funds for a period not less than 180 days or until Bank is reasonably certain fraud or other activity detrimental to Bank has not occurred. Bank’s right to withhold settlement funds as set forth herein survives termination of this agreement. Merchant must immediately contact Bank if material variances from the average ticket