Extract to table

This process must be completed before MSA execution, and we have built a two-week window for PRCP review into our recommended negotiation timeline (Section VII below)

Meridian may terminate the agreement for convenience after the completion of Year 2, subject to two conditions: (i) Meridian must provide 12 months' prior written notice of termination; and (ii) Meridian must pay an early termination fee ("ETF") equal to 50% of the remaining Annual Contract Value for the then-current term

Meridian's status as a nationally chartered bank and SIFI means that the agreement must be structured and documented in a manner that satisfies the expectations of multiple federal banking regulators

The MSA must include a contractual acknowledgment of this examination right

The credit structure must include both a monthly and an annual cap, and credits must be expressly designated as the sole and exclusive remedy for uptime failures

The disparity in size and financial capacity between the parties is enormous, and the risk allocation must reflect this reality