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Agreement, whether as a result of the default to which such suspension of services or obligations relates or otherwise. For purposes of this Section 16.7, "default" means if: (a) Purchasing Entity fails to perform any obligation hereunder or, as applicable, the Purchasing Entity Cardholder Agreement; (b) a representation or warranty by Purchasing Entity in connection with this Master Agreement or, as applicable, the Participating Addendum, was incorrect or misleading when made; (c) any petition in bankruptcy, insolvency, receivership, or reorganization or proceeding pursuantto any other debtor relief law is filed by or against Purchasing Entity; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of Purchasing Entity; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit of creditors with respect to Purchasing Entity, or any other material adverse change in the financial condition of Purchasing Entity; or (f) any adverse judgment, order or award is entered against Purchasing Entity that has a material adverse impact on the financial condition of Purchasing Entity or a detrimental effect on the ability of Purchasing Entity to perform its obligations to Contractor. 17. GENERAL PROVISIONS. 17.1 TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Master Agreement 17.2 FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by any unforeseeable acts of God including, but not limited to, fire, riot, unusually severe weather, epidemics or pandemics, or war which are beyond that party's reasonable control which said party provides written notice within three (3) calendar days to the other specifying such force majeure event and their detailed plan to resume normal operations; Provided, however, that, in the event Contractor declares force majeure, Enterprise Services shall have the right to terminate this Master Agreement if such force majeure event interferes, in Enterprise Services' judgment, with the successful performance of Contractor's obligations under this Master Agreement for more than thirty (30) days; Provided further, that this Section 17.2 shall not apply to Enterprise Services' or any Participating Entity's obligation to pay the balance on its account under this Master Agreement or, as applicable, any Participating Addendum. 17.3 COMPLIANCE WITH LAW. Each of the parties shall comply with all applicable law. 17.4 INTEGRATED AGREEMENT. This Master Agreement (including all exhibits, schedules and attachments hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 17.5 AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party hereto. 17.6 AUTHORITY. Each party to this Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Master Agreement and that its execution, delivery, and performance of this Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.7 No AGENcy. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 17.8 ASSIGNMENT. Neither party may assign its rights under this Master Agreement without the other party's prior written consent and any attempted assignment without such consent to be void. MASTER AGREEMENT No. 00819 - FLEET CARD SERVICES PAGE 21 OF 138