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

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2.4 TMS may provide MERCHANT access through MERCHANT's terminals to the NETWORKS as set forth herein. 2.5 MERCHANT must Batch Out each POS terminal every day. Failure to Batch Out daily will delay the deposit of funds. "Batch Out" is the process by which MERCHANT totals and settles all transactions, on each POS terminal, which occurred before midnight (12:00 a.m.) and transmit the information to TMS and BANK. In all cases, MERCHANT must present the record within three (3) business days after the transaction date, unless otherwise permitted by the RULES. Transactions contained in an untimely Batch Out may incur higher rates, be refused, be held for a one hundred eighty (180) day period, or become subject to a CHARGEBACK. MERCHANT is responsible for re-submitting a Batch Out or a sales ticket if the POS terminal fails to properly Batch Out or if sales ticket data does not process through the normal payment cycle. TMS and/or BANK are not liable to MERCHANT for higher rates or for amounts TMS and/or BANK did not collect, including but not limited to amounts collected by third party service providers. 3. PAYMENT OF SUMS DUE: 3.1 MERCHANT agrees to pay TMS and/or BANK the fees set forth in the Merchant Application and all other sums owed to TMS and/or BANK ("FEES") for SALES and SERVICES as set forth in this AGREEMENT as amended from time to time. FEES include but are not limited to all CHARGEBACKS. MERCHANT agrees that it is jointly and severally liable for all FEES, charges, and other sums owed to TMS and/or BANK by any affiliated entities of MERCHANT. 3.2 As set out in the Merchant Application and the Rate Descriptions, discount ("DISCOUNT") is a FEE charged as a percentage of gross SALES submitted by MERCHANT, which generally includes "Processing," "Authorizations," "Assessments," and "Interchange." Assessments and Interchange are the standard fees that the ASSOCIATIONS charge for the clearing of SALES transactions and are subject to change by the ASSOCIATIONS. Neither TMS nor BANK have direct control over these fees. Any adjustment in Interchange and Assessments by the ASSOCIATIONS may result in an adjustment to MERCHANT's DISCOUNT. TMS and/or BANK will notify MERCHANT in writing of any change in FEES caused by action of ASSOCIATIONS prior to any such change becoming effective. Notice to MERCHANT of any change in FEES caused by ASSOCIATIONS may be less than thirty (30) days. 3.3 DISCOUNT is quoted by TMS based on the information supplied by MERCHANT as set forth in the Merchant Application. MERCHANT agrees that the FEES are based on the term of this AGREEMENT, the method of processing, and the information set forth in the Merchant Application. MERCHANT agrees that such information is a material fact in the calculation of the DISCOUNT and other FEES. MERCHANT agrees that if such information is shown to be incorrect or if such information changes, TMS and/or BANK may amend FEES on less than thirty (30) days notice as set out herein and/or add FEES on less than thirty (30) days notice to reflect such change. MERCHANT agrees to pay such amended and/or additional FEES. 3.4 MERCHANT agrees that FEES not listed in the AGREEMENT will be charged at TMS's and/or BANK's current rate. 3.5 The FEES may be amended by TMS and/or BANK on thirty (30) days written notice to MERCHANT unless provided otherwise herein. 3.6 MERCHANT agrees to pay TMS and/or BANK for CHARGEBACKS related to SALES or SERVICES. MERCHANT understands that neither TMS nor BANK is in any way financially responsible for CHARGEBACKS. Failure to comply with the RULES will increase MERCHANT's exposure to CHARGEBACKS. MERCHANT's obligation to pay CHARGEBACKS shall survive the termination or expiration of AGREEMENT. 3.7 If the ASSOCIATIONS or a regulatory body governing TMS and/or BANK should levy a fine or penalty or assess a charge to TMS and/or BANK as a result of MERCHANT's SALES or SERVICES or CHARGEBACK activity, MERCHANT agrees to pay such fines, penalties, or charges, and any administrative fees associated with same. 3.8 MERCHANT shall establish a designated account at the institution of its choice ("DESIGNATED ACCOUNT") for the credit and debit of sums between the PARTIES. MERCHANT, pursuant to the Funds Transfer Instructions set out herein, authorizes both TMS and BANK to make deposits and withdrawals from the DESIGNATED ACCOUNT. MERCHANT hereby grants to TMS and BANK a security interest and lien upon the DESIGNATED ACCOUNT to secure all of MERCHANT's (or any related entity under MERCHANT's control) obligations to TMS or BANK under this AGREEMENT. If required by TMS and/or BANK, MERCHANT agrees to cooperate with TMS and/or BANK and the depository bank maintaining the DESIGNATED ACCOUNT to cause a Control Agreement to be executed with respect to the DESIGNATED ACCOUNT. MERCHANT agrees to maintain a balance in the DESIGNATED ACCOUNT in an amount specified by TMS and/or BANK and MERCHANT agrees to deposit funds into the DESIGNATED ACCOUNT so that the minimum balance required by TMS and/or BANK is maintained. If this AGREEMENT is terminated for any reason, the DESIGNATED 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. TMS may recoup and debit from the DESIGNATED ACCOUNT all non-VISA and non-MASTERCARD related FEES and other obligations due to TMS under this AGREEMENT or any other agreement MERCHANT or MERCHANT's related entities have with TMS without prior notice to MERCHANT. BANK may recoup and debit from the DESIGNATED ACCOUNT all FEES and other obligations due to BANK and/or TMS under this AGREEMENT or any other agreement MERCHANT or MERCHANT's related entities have with BANK without prior notice to MERCHANT. After all obligations of MERCHANT under this AGREEMENT are satisfied in full, the balance in the DESIGNATED ACCOUNT, if any, shall be paid to MERCHANT. MERCHANT agrees to indemnify and hold harmless all financial institutions from any loss or claim incurred for acting on instructions from TMS and/or BANK with respect to the DESIGNATED ACCOUNT. MERCHANT agrees not to pledge or assign the DESIGNATED ACCOUNT, any proceeds of it or any other amounts due TMS or BANK under this AGREEMENT to any person or entity and MERCHANT shall continually maintain the DESIGNATED ACCOUNT free from all liens and encumbrances. In the event a RESERVE ACCOUNT, as defined below, is established, MERCHANT authorizes TMS and/or BANK to make withdrawals from the DESIGNATED ACCOUNT to replenish the RESERVE ACCOUNT as necessary. 3.9 MERCHANT agrees to provide TMS and BANK with a deposit in the amount of money required by TMS and/or BANK ("RESERVE ACCOUNT"), if determined necessary by TMS and/or BANK: (i) at the time this AGREEMENT is executed, (ii) if in the opinion of TMS and/or BANK, information received or discovered about MERCHANT reflects an adverse change in status; (iii) in the event that any information requested by TMS and/or BANK is not received; (iv) upon the notice of termination or 201108 MTPA Terms and Conditions Page 4 of 35 CONFIDENTIAL