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L. Organizational Changes
<br />If during the CCAP term:
<br />(1) MERCHANT shall consolidate with, merge into, or sell all or substantially all of its assets to any other person or entity or
<br />group of persons or entities acting in concert; or
<br />(2) any person or entity or group of persons or entities acting in concert shall acquire securities or voting rights which result in
<br />ownership or voting control by other entities or persons of more than fifty percent (50%) of the outstanding securities
<br />representing the rights to vote for the election of MERCHANT's directors;
<br />(any of such events being a "Transaction"), then this CCAP shall continue in full force and effect as to Data Security Events occurring
<br />on or after the date of this CCAP between MERCHANT and TMS and prior to the effective time of the Transaction presuming that
<br />MERCHANT and TMS remain parties to a Merchant Transaction Processing Agreement; provided that such Data Security Event is
<br />first discovered prior to the effective time of the Transaction and otherwise reported to TMS during the Notice Period and in
<br />accordance with the terms and conditions of this CCAP. There shall be no assistance afforded by any provision of this CCAP for any
<br />Data Security Event that is first discovered, or that occurs, on or after the effective time of the Transaction, unless: (i) within thirty (30)
<br />days of such Transaction TMS have been provided with full particulars of the Transaction, the related entities and any other
<br />information requested by TMS; and (ii) MERCHANT or its successor, has agreed to any additional payment amounts and amendments
<br />to this CCAP required by TMS in connection with such Transaction.
<br />Post-Transaction assistance as described above is also conditioned upon MERCHANT or its successor timely paying all amounts that
<br />may be required to be paid under this CCAP and all other written agreements then in effect between TMS and merchant (including but
<br />not limited to the Merchant Transaction Processing Agreement) to which this CCAP is attached.
<br />THIRD PARTIES - PRODUCTS AND SERVICES
<br />Important Note: TMS and BANK are not a party to the following agreement. MERCHANT acknowledges and agrees that
<br />TMS and BANK and their affiliates are in no way' responsible for the actions, inactions, performance or
<br />nonperformance of American Express, or for disputes or resolving disputes of an kind arising from this agreement.
<br />` American Express Card Acceptance Agreement
<br />Agreement for American Express Card Acceptance and American Express OnePoint'Program
<br />The Agreement is by and between American Express Travel Related Services Company, Inc., a New York corporation, and you, the
<br />Merchant. By accepting the American Express Card, you agree to be bound by the Agreement.
<br />General Provisions
<br />1. SCOPE AND OTHER PARTS OF AGREEMENT; DEFINITIONS
<br />a. Scope of the Agreement. The Agreement governs your acceptance of American Express Cards in the United States (but
<br />not Puerto Rico, the U.S. Virgin Islands, and other U.S. territories and possessions) under our American Express OnePoint
<br />Program, which makes available to eligible merchants an integrated service through our agent TSYS Merchant Solutions,
<br />LLC and its agents, assigns or affiliates (collectively referred to as "TMS"), among other agents Schedule A contains
<br />important provisions governing your acceptance of the Card under this program. The Agreement covers you alone. You must
<br />not obtain Authorizations, submit Charges or Credits, or receive payments on behalf of any other party, except as otherwise
<br />expressly permitted in the Merchant Regulations.
<br />b. Other Parts of the Agreement.
<br />i. Merchant Regulations. The Merchant Regulations set forth the policies and procedures governing your acceptance of
<br />the Card. You shall ensure that your personnel interacting with customers are fully familiar with the Merchant
<br />Regulations. The Merchant Regulations are a part of, and are hereby incorporated by reference into, the Agreement. You
<br />agree to be bound by and accept all provisions in the Merchant Regulations (as changed from time to time) as if fully set
<br />out herein and as a condition of your agreement to accept the Card. We reserve the right to make changes to the
<br />Merchant Regulations in scheduled changes and at any time in unscheduled changes as set forth in section 8.j below.
<br />The Merchant Regulations and releases of scheduled changes therein are provided only in electronic form, existing at the
<br />website specified below in the definition of "Merchant Regulations" or its successor website. However, we shall provide
<br />you a paper copy of or a CD-ROM containing the Merchant Regulations or releases of scheduled changes therein upon
<br />your request. To order a copy, please call our agent TMS (telephone: 1.800.228.2443). We may charge you a fee for
<br />each copy that you request.
<br />ii. Schedule A. Schedule A, attached hereto or which we otherwise may provide to you, contains other important provisions
<br />governing your acceptance of the Card. Schedule A is a part of, and is hereby incorporated by reference into, the
<br />Agreement.
<br />C. Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the
<br />Merchant Regulations. Some definitions are repeated here for ease of reference.
<br />Affiliate means any Entity that controls, is controlled by, or is under common control with
<br />either party, including its subsidiaries. As used in this definition, control means the possession, directly or indirectly, of the power to
<br />direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by
<br />contract, or otherwise. For the avoidance of doubt, but not by way of limitation, the direct or indirect ownership of more than 50% of
<br />(i) the voting securities or (ii) an interest in the assets, profits, or earnings of an Entity shall be deemed to constitute "control" of the
<br />Entity.
<br />Agreement means these General Provisions, Schedule A and any other accompanying schedules and exhibits, and the Merchant
<br />Regulations, collectively.
<br />American Express Card and Card mean (i) any card, account access device, or payment
<br />201108 MTPA Terms and Conditions Page 28 of 35 CONFIDENTIAL
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