FIRST NATIONAL BANK OF OMAHA/TSYS MERCHANT SOLUTIONS, LLC 1 -2013

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expiration of the AGREEMENT; or (v) at any time during the term of this AGREEMENT. BANK may withhold the payment for SALES in an amount reasonably determined by TMS and/or BANK as necessary to secure payment by MERCHANT of all FEES and other obligations under this AGREEMENT and the amounts so withheld shall be deposited into the RESERVE ACCOUNT. If there is not enough money retained to cover the anticipated FEES, TMS and/or BANK may require MERCHANT to remit additional funds. The RESERVE ACCOUNT shall be maintained in a bank account with BANK in the name of BANK and under the sole control of BANK, and MERCHANT grants to TMS and BANK a security interest and lien upon the RESERVE ACCOUNT to secure all of MERCHANT's obligations to TMS and BANK under this AGREEMENT. If this AGREEMENT is terminated for any reason, the RESERVE ACCOUNT shall be maintained for a period of one hundred eighty (180) days, plus the period of any warranty or guarantee on goods and/or services sold by MERCHANT and processed as SALES, from the date of the last SALE processed by MERCHANT under AGREEMENT. Both TMS and BANK may recoup and debit from the RESERVE ACCOUNT all FEES and other obligations due to TMS or BANK under this AGREEMENT without prior notice to MERCHANT. After all obligations of MERCHANT under this AGREEMENT are satisfied in full, the balance in the RESERVE ACCOUNT, if any, shall be paid to MERCHANT. 3.10 BANK agrees to pay MERCHANT for SALES less FEES owed to TMS and BANK by MERCHANT. BANK shall recoup and deduct FEES from incoming transactions or recoup and debit the same from MERCHANT's DESIGNATED ACCOUNT or the RESERVE ACCOUNT. MERCHANT agrees that BANK has the right to deduct these FEES at any time including on a daily basis if necessary. BANK is not obligated to pay MERCHANT or credit the DESIGNATED ACCOUNT for any SALES transmitted or delivered to TMS and BANK after MERCHANT becomes insolvent, ceases to do business, or dissolves. 3.11 Both TMS and BANK have the right of recoupment and set-off. This means that both TMS and BANK may recoup and offset any outstanding or uncollected amounts owed to TMS or BANK from: (i) any amounts BANK would otherwise be obligated to deposit into the DESIGNATED ACCOUNT, and (ii) any other amounts TMS or BANK may owe MERCHANT under this AGREEMENT or any other agreement. 3.12 If MERCHANT does not pay any sums due within thirty (30) days from date of notice, TMS and/or BANK will charge, and MERCHANT agrees to pay, a late fee of one and one-half percent (1.5%) per month on the balance outstanding or the highest amount allowed by law. If MERCHANT breaches AGREEMENT or if TMS and/or BANK identifies suspicious or irregular activity related to SALES or SERVICES, TMS and/or BANK may refuse to process SALES or to provide SERVICES and/or BANK may hold funds pending the cure of such breach or resolution of such activity. 3.13 If TMS or BANK takes any action against MERCHANT to collect any FEES or monies due to TMS or BANK from MERCHANT, MERCHANT agrees to pay all costs of collection, including but not limited to, attorney fees, to the extent allowed by law. 3.14 If MERCHANT is a participant in a TMS third party program including, but not limited to, Agent Bank and/or Association programs, and MERCHANT subsequently leaves such third party, TMS may amend the FEES or terminate the AGREEMENT. 4. TERM OF AGREEMENT: 4.1 The initial term of this AGREEMENT shall be for three (3) years ("INITIAL TERM") commencing on the date this AGREEMENT is executed or approved by BANK. 4.2 At the expiration of the INITIAL TERM, this AGREEMENT will automatically renew for successive one (1) year periods ("RENEWAL TERM") unless terminated as set out below. 5. TERMINATION OF AGREEMENT: 5.1 This AGREEMENT may be terminated by TMS or BANK at any time effective upon thirty (30) days written notice. 5.2 MERCHANT may terminate this AGREEMENT as follows: A. upon TMS's or BANK's default of any material obligation to MERCHANT thereunder and the failure of TMS or BANK to cure such default within thirty (30) days after written notice of such default; B. upon written notice of non-renewal at least thirty (30) days prior to the commencement of any RENEWAL TERM; or C. on thirty (30) days notice of termination accompanied by payment to TMS of the ACCOUNT CLOSURE FEE. 5.3 In order to protect the ASSOCIATIONS, TMS, and BANK, TMS or BANK may terminate this AGREEMENT effective immediately for any of the following reasons: A. insolvency, receivership, voluntary or involuntary bankruptcy, assignment of any of MERCHANT's assets for the benefit of MERCHANT's property creditors, or if any part of MERCHANT's property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released within thirty (30) days thereafter; B. if MERCHANT fails to pay any FEES when due; C if MERCHANT has misrepresented or omitted any material information provided to BANK and/or TMS; D if MERCHANT is in breach of the AGREEMENT or the RULES; E. if MERCHANT, after TMS's or BANK's request, fails to send copies of SALES DRAFTS to TMS or BANK, F. if MERCHANT submits for processing SALES that were not originated as a result of a direct SALE transaction between a cardholder and MERCHANT in the normal course of business ("LAUNDERING"); G if the number of CHARGEBACKS experienced by MERCHANT in any one (1) month exceeds one percent (1%) of the number of SALES in that or any prior month; H in the event of a material change of MERCHANT's business as described in the Merchant Application ("BUSINESS"), I in the event the ASSOCIATIONS identify MERCHANT, its principal, or associated parties under any program designed to monitor merchants, or MERCHANT creates circumstances that cause harm or loss of goodwill to the VISA system; J. if MERCHANT is inactive for ninety (90) days and is not a seasonal MERCHANT; or K in the event that Guarantor (if designated) gives notice of its intention to withdraw the Guaranty. 5.4 Effect of Termination of the AGREEMENT: A In the event that this AGREEMENT is terminated by TMS or BANK for cause, TMS or BANK may be required to report the name and address of MERCHANT and MERCHANT's principals to the ASSOCIATIONS for inclusion on the Terminated 201108 MTPA Terms and Conditions Page 5 of 35 CONFIDENTIAL