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Company shall transmit each ACH file to EPX, in accordance with EPX's rules and policies, no later than 8:00 P.M.,
<br />Eastern Time one (1) Banking Day prior to the Settlement Date. Failure to do so may result in a delay in the
<br />availability of funds.
<br />6. Company shall establish at EPX a reserve fund equal to at least Company's average four (4) day ACH gross dollar
<br />volume. EPX shall maintain the right to review and adjust the reserve requirement based upon the Company's actual
<br />performance. EPX shall hold this reserve fund to offset returned ACH items and for other liabilities that Company
<br />may incur under this Agreement. If the amount of returned ACH items exceeds the balance in the refundable fee
<br />account, EPX shall fund the excess via the Company's operating account. Changes in reserve fund requirements will
<br />be determined by EPX-according Company's ACH gross dollar volume and Company's ACH return history; any such
<br />changes shall be effective immediately. Notwithstanding the reserve fund, Company shall be liable and reimburse
<br />EPX for any returned items. The reserve fund shall be funded, maintained and/or replenished by EPX withholding
<br />from remittances hereunder. EPX may hold any or all reserve funds for a period of up to one hundred-eighty (180)
<br />Banking Days following the termination of this Agreement by either party to offset returned or disputed ACH items
<br />or other liabilities under this Agreement. After such period, any amounts remaining in the reserve fund will be
<br />promptly returned to Company.
<br />7. Company represents, warrants and covenants that Company will (1) advise EPX in writing of any errors in any ACH
<br />transactions submitted hereunder; (2) conduct Company's business in an ethical manner, in accordance with this
<br />Agreement, all applicable government rules and regulations and the NACHA Operating Rules; and (3) not use, or
<br />allow Company's employees or agents, to commit any acts of fraud, dishonesty or misrepresentation.
<br />8. Company hereby indemnifies EPX against any claim, loss, damage, cost, expense, attorneys' fees and liability
<br />(collectively, "Claims") incurred by EPX or third parties on account of Company's breach of this Agreement or any
<br />representations, warranties or covenants herein, other than Claims arising from EPX's negligence or willful
<br />misconduct. If at any time EPX becomes aware of, or has reason to believe that EPX may have, a Claim for
<br />indemnification hereunder, EPX has the right to refuse transmittal, and/or hold all transferred funds for a period of up
<br />to one hundred-eighty (180) Banking Days.
<br />9. Company will compensate EPX for providing the services referred to herein according to the EPX rate and fee
<br />Schedule A. Irt addition to Schedule A fees, Company shall be charged a $50.00 NSF fee when EPX attempts to
<br />debit Company for any returns, rejects, fines, fees and assessments and such charges are returned to EPX for
<br />insufficient funds. EPX shall provide Company with thirty (30) days written notification of all rate and fee changes.
<br />If such a change occurs, Company has the right to terminate this Agreement upon written notice to EPX, provided
<br />that EPX receives such written termination notice within thirty (30) days following the date of the increase notice. A
<br />copy of the current rate and fee Schedule is attached hereto.
<br />10. Either party may terminate this Agreement upon at least thirty (30) days prior written notice to the other party in the
<br />event that a party is in material breach of this Agreement (including without limitation payment obligations), and such
<br />breach is not cured within such period. EPX may immediately terminate this Agreement, or suspend transmittal
<br />hereunder, without notice to Company under any of the below listed circumstances:
<br />A. Based on financial information concerning Company obtained by EPX, Company poses an unsatisfactory
<br />financial risk, as determined by EPX;
<br />B. Any act of fraud, dishonesty or misrepresentation is committed by Company, its employees and/or agents or
<br />EPX believes in good faith that Company, its employees and/or agents have committed, are committing or
<br />are planning to commit any acts of fraud, dishonesty or misrepresentation;
<br />C. Any representation, warranty or application made by Company is not true and correct in all material
<br />respects;
<br />D. Company files a petition, or has a petition filed against it under any bankruptcy or insolvency law, or is
<br />otherwise unable to pay its debts as they become due; or
<br />E. Company fails to provide financial statements in a format reasonably acceptable to EPX within three (3)
<br />days of EPX's written request.
<br />F. Company's reason entry codes for unauthorized transactions aze equivalent to or exceed NACHA Operating
<br />Rules for reason entry codes pertaining to such transaction thresholds.
<br />G. Company is not within the pazameters set forth in the EPX Underwriting Terms and Conditions.
<br />EPX may selectively terminate one or more of Company's approved locations without terminating this entire
<br />Agreement. In the event of termination, all obligations of Company incurred or existing under this Agreement prior
<br />to termination shall survive the termination.
<br />11. In the event Company incurs any loss due to the mishandling of a particulaz file by EPX, EPX's liability to Company
<br />shall be limited to the actual direct damages incurred by it resulting from EPX's negligence or misconduct, and shall
<br />Initials
<br />GDS VFRcE3?6022282
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