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acknowledged, the Parties hereto, intending to be legally bound, agree to the terms and conditionsset forth below.**I.** **DEFINITIONS.** **A**.** **“Confidential Information” shall mean information and proprietary materials ofa Party as defined more fully in Section VI.  **B**. “Currency” means United States legal tender issued in the form of a FederalReserve Note by the United States Federal Reserve Banks or a United States Note by theUnited States Treasury Department, owned by Elan and provided for the use of ATM Ownerunder the terms and conditions set forth in this Agreement.  **C.** “Electronic Lock” shall mean a Kaba Mas Cencon 2000 lock or such other ATMelectronic lock as is agreed by the Parties as an equivalent lock.  **D**. “Loss” shall mean the loss of Elan’s Currency resulting from theft, holdup,burglary, extortion, wrongful abstraction from an ATM, fire, destruction,disappearance, defalcation, mysterious disappearance, misappropriation, shortage, andany other type of casualty or loss, whether explained or unexplained.**II.** **BAILMENT.** This Agreement shall create a bailment relationship between Elan, asbailor, and ATM Manager, as bailee, for the specific purpose of Elan’s delivery of Currency toCarrier, as agent for Elan, for use in the ATMs. Carrier is not a bailee under thisAgreement. Any terms and conditions herein that do not specifically mention Carrier are notapplicable to Carrier, and Carrier has no obligations related to such terms and conditions. **A.** **Amount of Currency.** The amount of Currency that shall be deliveredfrom time to time in amounts based upon the ATM operational needs, as determined by thevolume and frequency of withdrawals from the ATMs documented by the ATM Manager in theATMs settlement process, up to the total amount outstanding at any point in time as setforth in Exhibit A. At no time will Elan be obligated to deliver an amount ofCurrency which, in total, exceeds the amount set forth in Exhibit A (CurrencyAmounts), unless a greater amount is agreed to in writing by Elan.  **B.** **Ownership of Currency****.**Notwithstanding that the Currency may be in thephysical possession or custody of someone other than Elan, including withoutlimitation, the ATMs, the Parties acknowledge and agree that until dispensed from anATM to a customer of that ATM, the Currency shall be the sole and exclusive property ofElan and neither ATM Owner, nor ATM Manager, nor Carrier, nor any third party shallhave any interest (including without limitation, legal, equitable or security interest)in or to such Currency. In no event will legal title to the Currency pass to ATMOwner, ATM Manager or Carrier.  **C.** **Acceptance of Bailment****.**From and after delivery of Currency to theATMs by Carrier, and until the Currency is dispensed from the ATMs to customers of theATMs and the amount thereof is repaid to Elan, plus Elan’s fees and charges, the ATMOwner and the ATM Manager hereby jointly and severally assume all
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   responsibility and bear all risk of loss for the transfer, handling and settlementof the Currency, including without limitation, loss suffered or created by theft,damage, destruction, fraud, dispute resolution or incorrect dispensing. ATM Ownerand ATM Manager shall jointly and severally indemnify, defend and hold Elan harmlessfrom any loss, cost or expense incurred by Elan with regard to the Currency.Carrier shall be liable to Elan for any Loss incurred by Elan if such Loss is theresponsibility of Carrier as described in Exhibit B, attached hereto andincorporated herein by this reference, and the ATM Master Services Agreement,effective as of April 1, 2004, for the provision of ATM services for Currencytransport, replenishment and other related services, including Elan’s right to ‘Add,Move or Delete’ ATMs serviced by Carrier, entered into by U.S. Bank and Carrier (the“Master Services Agreement”).  **D.** **Processing Agreement**. The Parties agree that as of the Effective Datehereof, ATM Manager has entered into that certain processing agreement (“ElanProcessing Agreement”) with Elan that governs processing the ATM Owner’s ATMs. Elan orATM Owner may terminate this Agreement without penalty in the event the Elan ProcessingAgreement is terminated.  **E**.** ****Termination Rights.** Upon an adverse change in the financial conditionof the ATM Manager or ATM Owner, as determined by Elan in its sole discretionreasonably applied, Elan may terminate this bailment upon ninety (90) days writtennotice to ATM Manager, and take such action necessary to recover the Currency from theATMs. Upon theft of the Currency, bankruptcy or insolvency, fraud, failure by ATMManager to perform as stated above, action or inaction by ATM Manager or ATM Ownerwhich exposes the Currency to an increase risk for loss, or upon the occurrence of aForce Majeure event as specified in Section E of the Agreement which exposes theCurrency to increased risk of loss, Elan may immediately terminate this bailment, andtake such action necessary to recover the Currency from the ATMs. ATM Manager and ATMOwner shall vigorously oppose any attempts made by a creditor of ATM Manager or ATMOwner to levy the Currency placed in the ATMs by Elan or its Carrier.**III.** **SERVICE AND ACCESS****.** **A.** **Servicing the ATMs.** The ATM Manager shall maintain the ATMs, includingwithout limitation, replenishing the transaction receipts and all levels of maintenancefor the ATMs. This maintenance shall be accomplished by ATM Manager at a level that,at a minimum, meets the standards of the ATM industry. ATM Manager shall have no accessto the ATM vault, the Currency contained in the ATMs, or any form of deposits containedwithin the ATMs.  **B.** **Access to the Currency****.**During the term of this Agreement and untilElan recovers all the Currency, or its equivalent in another payment medium, and allthe fees due Elan, ATM Owner and ATM Manager shall have no access to Elan’s vault, thevault of the Carrier, or to the vault of any ATMs which contain the Currency suppliedby Elan. Only the Carrier shall have access to the Currency during transport and onlythe Carrier may have access to the Currency contained
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   in the ATMs. ATM Owner, ATM Manager and Carrier may engage in a separate agreementfor the provision of ATM services for Currency transport, replenishment and otherrelated services, provided such agreement does not alter the obligations of each ofthem under this Agreement and does not alter the liability of either of them to theother Parties to this Agreement in a manner that is inconsistent with the terms ofthis Agreement, including without limitation the obligations of Carrier contained inExhibit B (Carrier Services), attached hereto and incorporated herein bythis reference. Carrier expressly recognizes and acknowledges the ownership rightsof Elan in and to the Currency that is provided by Elan for use in the ATMs.Carrier also recognizes and acknowledges the bailment relationship existing betweenATM Manager and Elan with respect to the handling of the Currency. ATM Manager andATM Owner agree that Elan shall be the sole and exclusive source of cash for theATMs listed on Exhibit D until this Agreement is terminated.**IV.** **TERM AND TERMINATION.** **A.** **Term.** The term of this Agreement shall be for a period of five (5)years, commencing as of the Effective Date (“Initial Term”). Thereafter, thisAgreement shall automatically renew for additional periods of one (1) year (each a“Renewal Term”) unless any Party gives the other Parties written notice of its intentto terminate at least sixty (60) days prior to the end of the Initial Term or anyRenewal Term. Provided, however, that this Agreement shall terminate, without penaltyto any Party, upon the termination of the Elan Processing Agreement between Elan andATM Manager or the bailment pursuant to Section II.E of this Agreement.  **B.** **Termination.** **1**.** **Any Party may terminate this Agreement at any time upon writtennotice to the other Parties in the event of the occurrence of one of thefollowing: **(a)** One of the other Parties (i) terminates orsuspends its business, (ii) becomes subject to any bankruptcy orinsolvency proceeding under Federal or state statute, (iii) becomesinsolvent or becomes subject to direct control by a trustee, receiveror similar authority, (iv) has wound up or liquidated, voluntarily orotherwise, or (v) is required to terminate its involvement in theactivities covered by the Agreement by order of a court of competentjurisdiction or a regulatory agency which governs the activities of theParty.  **(b)** At least one of the other Parties materiallydefaults in the performance of any of its duties or obligationshereunder, which default shall not be substantially cured within thirty(30) days after notice is given to the defaulting Party specifying thedefault, then any of the Parties not in default may, by giving noticethereof to the defaulting Party and all the other non-defaultingParties, terminate this Agreement for cause.
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 **(c)** Upon an adverse change in the financialcondition of the ATM Manager or ATM Owner, as determined by Elan in itssole discretion reasonably applied, Elan may terminate this Agreementupon ninety (90) days prior written notice. **2.** Elan may terminate the Agreement immediately and without priornotice upon the occurrence of one of the following: **(a)** An audit conducted by or on behalf of Elanreveals that Carrier has failed to segregate Elan’s Currency.  **(b)** An unauthorized Party or third party accesses avault or an ATM and obtains Currency belonging to Elan. **3.** Upon termination of this Agreement, ATM Manager shallimmediately pay all sums due and owing to Elan, including without limitation,all Currency in the ATMs, which Currency shall be returned to Elan pursuant toSection XI.F. In the event Elan directs Carrier to remove the Currency fromthe ATMs and the ATM Manager or ATM Owner is unwilling or unable to pay theservice fees to Carrier for the removal of the Currency, Elan will pay theservice fees to the Carrier for such removal of Currency from the ATMs.  **4.** ATM Manager can terminate specific sites from this Agreement ifit is the result of ATM Manager losing the contractual right to provide serviceto such sites.**V.** **FEES AND PAYMENT.** A. **Fees.** ATM Manager shall pay Elan those fees and charges as set forthon Exhibit C (Elan Fees and Charges for ATM Manager), in accordance with therequirements contained therein. In the event ATM Manager fails to pay the fees andcharges as agreed, ATM Owner shall be responsible for payment of the fees and chargesnot paid by ATM Manager. Exhibit C will be maintained as a confidentialdocument between Elan and ATM Manager and no other Party to this Agreement, nor anythird party, shall be allowed access to such Exhibit C, except as required inaccordance with Section VI.B. In the event the fees and charges are not paid inaccordance with the payment obligations set forth in Exhibit C, interest shallbe due and payable on the unpaid balance at the lesser of 1.5% per month, or thehighest rate of interest allowed by law. ATM Manager shall pay Carrier those fees andcharges as set forth in the ATM Services Agreement, in accordance with therequirements contained therein. In the event ATM Manager fails to pay the fees andcharges as agreed, ATM Owner shall be responsible for payment of the fees and chargesnot paid by ATM Manager. If ATM Manager and ATM Owner do not pay the fees and chargesto Carrier under the ATM Services Agreement, Carrier may terminate this Agreement uponwritten notice to the Parties. If Elan requires Carrier to pull Currency from theterminals and ATM Manager and ATM Owner fail to pay the fees and charges to Carrier,Elan agrees to pay such charges.
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**VI.** **CONFIDENTIAL INFORMATION.**   The Parties acknowledge that each may have access to, or be provided with, information ordocumentation, which each Party regards as confidential or proprietary. The receivingparties are referred to as ‘Recipient’ and the party providing the information is referredto as ‘Owner’. Such information or documentation shall be dealt with as set forth below. **A.** **Definition of Confidential Information.** “Confidential Information”**includes**both information of a commercial nature and information related to customersof the ATMs. Confidential Information includes, without limitation, the followingwhether now in existence of hereafter created: **1.** any information of or about Elan’s consumer customers of anynature whatsoever, and specifically including without limitation, the fact thatsomeone is a customer or prospective customer of Elan, all lists of customers,former customers, applicants and prospective customers and all personal orfinancial information relating to and identified with such persons (“CustomerInformation”);  **2.** all information marked as “confidential” or similarly marked,or information that the Recipient should, in the exercise of reasonablebusiness judgment, recognize as confidential;  **3.** all business, financial or technical information of the Ownerand any of the Owner’s vendors (including, but not limited to account numbers,and software licensed from third parties or owned by the Owner or itsaffiliates);  **4.** the Owner’s marketing philosophy and objectives, promotions,markets, materials, financial results, technological developments and othersimilar proprietary information and materials;  **5.** all information protected by rights embodied in copyrights,whether registered or unregistered (including all derivative works), patents orpending patent applications, “know how,” trade secrets, and any otherintellectual property rights of the Owner or Owner’s licensors;  **6.** information with respect to employees of Elan which isnon-public, confidential, business related, or proprietary in nature,including, without limitation, contact information for employees, personalemployee identification numbers, and any other personal information released toyou regarding employees in the past and in the future; and  **7.** all notes, memoranda, analyses, compilations, studies and otherdocuments, whether prepared by the Owner, the Recipient or others, whichcontain or otherwise reflect Confidential Information. **B.** **Essential Obligation.** **1.** Confidential Information must be held in confidence anddisclosed only to those employees or agents whose duties reasonably requireaccess to such information. Recipient must protect the Owner’s ConfidentialInformation using at least the same degree of care, but no less than areasonable degree
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   of care, to prevent the unauthorized use, disclosure or duplication (exceptas required for backup systems) of such Confidential Information asRecipient uses to protect its own confidential information of a similarnature. **2.** Because Elan is a subsidiary of a federally-regulated financialinstitution that must comply with the safeguards for Customer Informationcontained in the Gramm-Leach-Bliley Act (“GLBA”) and regulations promulgatedpursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establishappropriate measures designed to safeguard Customer Information.Specifically, ATM Owner, ATM Manager and Carrier must establish and maintaindata security policies and procedures designed to ensure the following: **(a)** security and confidentiality of CustomerInformation;  **(b)** protection against anticipated threats orhazards to the security or integrity of Customer Information;  **(c)** protection against the unauthorized access oruse of Customer Information. **3.** Elan has a non-waivable, statutorily mandated obligation tomonitor and audit the ATM Owner, ATM Manager and Carrier’s compliance with thisSection to verify that adequate safeguards are in effect to assure theseprotections occur. ATM Owner, ATM Manager and Carrier agree to fully cooperateduring regular business hours upon not less than 48 hours’ notice to the ATMOwner, ATM Manager or Carrier to provide to Elan documentation reasonablyrequired to provide confirmation of satisfactory completion of audits andsystem test results acquired by ATM Owner, ATM Manager and Carrier in relationto the data security policies and procedures designed to meet the requirementsset forth above. **C.** **Compelled Disclosure.** If Recipient is required by a court orgovernmental agency having proper jurisdiction to disclose any ConfidentialInformation, Recipient, if not otherwise prohibited by applicable law or regulation,must promptly provide to the Owner notice of such request to enable the Owner to seekan appropriate protective order.  **D.** **Limited Use of Confidential Information and Survival of Obligations**.Recipient may use the Confidential Information only as necessary for Recipient’sperformance hereunder or pursuant to rights granted herein and for no other purpose.Recipient’s limited right to use the Confidential Information expires upon expirationor termination of this Agreement for any reason. Recipient’s obligations ofconfidentiality and non-disclosure survive termination or expiration for any reason ofthis Agreement.  **E.** **Disposition of Confidential Information.** Recipient agrees to developand maintain appropriate security measures for the proper disposal and destruction ofConfidential Information, as required by applicable law. Upon Expiration ofRecipient’s limited right to use the Confidential Information, Recipient must
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   return all physical embodiments thereof to Owner or, with Owner’s permission,Recipient may destroy the Confidential Information. Recipient shall provide writtencertification to Owner that Recipient has returned, or destroyed, all suchConfidential Information in Recipient’s possession. Notwithstanding the foregoing,Recipient may retain one archival copy of Confidential Information, which may beused solely to demonstrate compliance with the provisions of this Section or forinvestigation purposes in the event of a dispute under this Agreement or any relatedagreements. **F.** **Disclosure to Third Parties.** If disclosure of Confidential Informationto third parties is required or allowed under this Agreement, Recipient must ensurethat such third parties have express obligations of confidentiality and non-disclosuresubstantially similar to Recipient’s obligations hereunder. Liability for damagesbecause of disclosure of Confidential Information by any such third parties must beborne by Recipient.  **G.** **Exclusions.** Except for Customer(s) information, the term “ConfidentialInformation” excludes any portion of such information that Recipient can establish tohave: **1.** been publicly known without breach of this Agreement;  **2.** been known by Recipient without any obligation ofconfidentiality, prior to disclosure of such Confidential Information; or  **3.** been received in good faith from a third-party source that toRecipient’s reasonable knowledge rightfully disclosed such information; or  **4.** been developed independently by Recipient without reference tothe Owner’s Confidential Information. **H.** **Remedies****.**If Recipient or any of its representatives or agentsbreaches the covenants set forth in this Agreement, irreparable injury may result tothe Owner or third parties entrusting Confidential Information to the Owner.Therefore, the Owner’s remedies at law may be inadequate and the Owner shall beentitled to seek an injunction to restrain any continuing breach. Notwithstanding anylimitation on Recipient’s liability, the Owner shall further be entitled any otherrights and remedies that it may have at law or in equity.  **I.** **Intrusions/Disclosures.** If there is any actual theft of, accidentaldisclosure of, loss of, or inability to account for any Confidential Information by aParty or any of its subcontractors (collectively “Disclosure”) or any unauthorizedintrusions into a Party’s or any of its subcontractor’s facilities or secure systems,containing Elan’s Customer Information, (collectively “Intrusion”) the Party mustimmediately i) notify Elan, ii) estimate the Disclosure’s or Intrusion’s effect onElan, iii) specify the corrective action to be taken, and iv) investigate and determineif an Intrusion or Disclosure of Elan’s Customer Information has occurred. If, basedupon the Party’s investigation, the Party determines that there has been an actualDisclosure or Intrusion, the Party must promptly notify Elan, and must promptlyinvestigate the scope of the Disclosure or Intrusion, and must promptly take correctiveaction to prevent further Disclosure or Intrusion. The
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   Party must, as soon as is reasonably practicable, make a report to Elan includingdetails of the Disclosure (including Customer(s)’ identities and the nature of theinformation disclosed) or Intrusion and the corrective action the Party has taken toprevent further Disclosure or Intrusion. The Party must, in the case of aDisclosure cooperate fully with Elan to notify Elan’s Customer(s) as to the fact ofand the circumstances of the Disclosure of the Customer’s particular information.Additionally, the Party must cooperate fully with all government regulatory agenciesor law enforcement agencies having jurisdiction and authority for investigating aDisclosure or any known or suspected criminal activity. In the event that aDisclosure is determined to be directly attributable to Elan, then Elan agrees toinitiate a same or similar investigation of the Disclosure and/or Intrusion, andshall also indemnify and hold harmless the Parties to this Agreement from anyresulting liability directly attributable to Elan.**VII.** **LIMITATION OF LIABILITY, WARRANTIES AND INDEMNIFICATION.** **A.** **LIMITATION OF LIABILITY****.**ATM Owner and ATM Manager acknowledge thatthe fees for the services provided by Elan are very small in relation to the Currencyprovided and consequently Elan’s willingness to provide the Currency is based in partupon the liability limitations contained herein. Therefore, Elan’s liability hereunderto ATM Owner and ATM Manager shall not exceed, in the aggregate, an amount equal to thefees received by Elan during the three (3) months prior to any claim made against Elanfor damages. **In no event will Elan, or its agents, officers, directors, or employeesbe liable for any indirect, exemplary, punitive, special, or consequential damages.The limitation of liability between Elan and Carrier is governed by the Master ServicesAgreement. Carrier or its agents, officers, directors, or employees shall not beliable for any indirect, exemplary, punitive, special, or consequential damages(including lost profits, interest or savings).**  **B.** **WARRANTY DISCLAIMER****.**EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,ELAN AND CARRIER DISCLAIM ANY AND ALL WARRANTIES CONCERNING ANY PRODUCTS OR SERVICESPROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  **C.** **INDEMNIFICATIONS.** The Parties agree to the following indemnificationsand obligation s under this Agreement: **1.** Each Party shall indemnify, defend and hold harmless the otherParties and their respective officers, directors and agents against all claimsor suits made by third parties for bodily injury (including death) or damage toproperty (except for Currency provided hereunder), to the extent such claims orsuits arise directly and solely out of the indemnifying Party’s negligence orwillful misconduct in the performance of obligations under this Agreementincluding but not limited to all reasonable attorneys’ fees and other costs andexpenses paid or incurred by the indemnified Parties.
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   The indemnifying Party shall have the right to control the defense of anysuch claims or suits. The indemnified Party may participate in suchproceeding provided they pay their own costs and expenses related to itsparticipation. The indemnification obligation shall be contingent uponreceiving timely notice of suits and claims from the Parties seekingindemnification.  **2.** Elan, ATM Manager and ATM Owner shall indemnify and holdharmless Carrier and its agents, officers, director, corporate parents,affiliates and employees from and against any and all liability Carrier mayincur while following any instructions from Elan. Provided, however, Elan’s,ATM Manager’s and ATM Owner’s duty to indemnify and hold Carrier harmless islimited to the extent such liability is not caused by Carrier’s negligence,willful misconduct or a breach of Carrier’s obligations under this Agreement orthe ATM Services Agreement.**VIII.** **SECURITY INTEREST.**   **Security Interest.**In order to secure ATM contractual obligations to Elan hereunder,including all indemnity obligations with respect to the Currency placed in an ATM, ATMManager grants to Elan a continuing subordinated lien and security interest in the ATMs,subject to the security interest of Lampe Conway & Co. LLC, Notemachine Limited, DougFalcone and any third party providing the direct financing of any ATM equipment, all fundsand other proceeds due ATM Manager with respect to any of the ATMs, including settlementcharges due from any users of an ATM, and all proceeds of the foregoing. ATM Manager shallalso execute and deliver at ATM Manager’s expense such financing statements and otherdocuments as Elan may require in order to perfect the foregoing security interests. **IX.** **REPRESENTATIONS AND WARRANTIES OF THE PARTIES.**   ATM Owner, ATM Manager, Carrier and Elan, as appropriate, hereby represent and warrant asfollows and acknowledge that the other parties are relying on such representations andwarranties in entering into this Agreement: **A.** ATM Owner has full and complete legal title to the ATMs or the right to possessand use the ATMs, and, except as set forth on Schedule 1 hereof, the ATMs arefree and clear of any prior claims, security interests, pledges, attachmentproceedings, seizures, mortgage, lien, judgment, execution process or other encumbranceand ATM Owner has the legal authority to place Elan’s Currency into the ATMs.  **B.** Except as set forth in Schedule 1, ATM Owner, ATM Manager and Carrierhave not permitted, suffered or caused, nor will any of them permit, suffer or cause,as applicable, any encumbrances to be placed upon the ATMs during the term of thisAgreement. In the event any encumbrance not set forth in Schedule 1 is placed upon anATM, the Party responsible shall immediately cause such encumbrance to be discharged,satisfied or bonded off to the satisfaction of Elan.
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 **C.** ATM Owner and ATM Manager have the legal authority to locate and place all ATMsat the designated locations as set forth in Exhibit D, attached hereto andincorporated herein by this reference.  **D.** There are no pending or threatened litigations, suits, proceedings or claimsagainst ATM Owner, ATM Manager or Carrier, nor are there any liens, contracts or courtorders pending or existing which could encumber the Currency once delivered to Carrier,or otherwise placed in the ATMs.  **E.** ATM Owner and ATM Manager and their agents hold the Currency as a custodian,acting in a fiduciary capacity for the benefit of Elan.  **F.** Each of ATM Owner, ATM Manager, Carrier and Elan is duly organized, validlyexisting and in good standing pursuant to applicable state and/or federal laws underwhich it is organized, and each is qualified to do business in all jurisdictions as maybe required for the conduct of its respective business activities hereunder. Each ofATM Owner, ATM Manager, Carrier and Elan has full power and lawful authority to (i) ownand operate its assets, properties and business; (ii) carry on its business aspresently conducted; and (iii) enter into and perform this Agreement. The personsexecuting this Agreement have full authority to bind their respective Party to theterms and conditions hereof.  **G.** The execution and delivery of this Agreement by each of ATM Owner, ATM Manager,Carrier and Elan, and the performance by each such Party of its respective obligationshereof (i) are within its organizational powers; (ii) have been duly authorized by allnecessary organizational action; (iii) does not and will not conflict with orconstitute a breach or violation of its governing organizational documents; and (iv)does not and will not conflict with or constitute a breach or violation of any materialagreement, indenture, deed of trust, lease, mortgage, loan agreement or any othermaterial instrument or undertaking to which such Party is a party.  **H.** This Agreement constitutes a valid and legally binding obligation of each ofATM Owner, ATM Manager, Carrier and Elan, enforceable against such Party in accordancewith its terms and conditions.  **I.** Carrier confirms and represents that it has a business resumption andcontingency plan (“Plan”), designed for the purpose of ensuring continued provision ofthe services in the event of a problem affecting Carrier’s operations, including systembreakdown and natural or man-made disaster At a minimum, the Plan must include, orprovide for, Carrier’s responsibility for backing up and otherwise protecting programand data files, for protecting equipment, and for maintaining disaster recovery andcontingency plans. Carrier must periodically test its Plan and, if prudent, update thePlan on an annual or semi-annual basis. Upon request, Carrier will provide to Elanconfirmation of such test results and updates to the Plan. Carrier’s Plan must providefor resumption of Services to Elan as soon as reasonably practicable after initialinterruption. Carrier represents that there are no provisions that would excuseCarrier from implementing its Plan.
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**X.** **INSURANCE.** **A.** **ATM Owner.** ATM Owner shall maintain the following insurance coverageduring the term of this Agreement: **1.** Workers’ compensation and employers’ liability insurance to theextent required by law covering all persons employed by ATM Owner to performobligations under this Agreement.  **2.** Commercial General liability insurance with broad form coveragecovering, liability to bodily and personal injury, damage to property, falsearrest, false imprisonment, malicious prosecution, defamation, liable, slander,legal liability caused by any act of ATM Owner or its employees or agents, andcontractual liability coverage. The amount of this insurance must be in anamount that is reasonable prudent and necessary to cover damages from ATMOwner’s failure to perform its obligations hereunder. In no event shall suchcoverage be less than one million U.S. Dollars ($1,000,000.00) per occurrencewith an aggregate limit of not less than two million U.S. Dollars($2,000,000.00). **B.** **ATM Manager****.**ATM Manager shall obtain and maintain during the term ofthis Agreement, at its sole expense, insurance sufficient to cover any and all damages,liability and obligations contemplated by this Agreement. The coverage by ATM Managershall, at a minimum, provide for the following: **1.** Workers’ Compensation and Employer’s Liability insurance to theextent required by the laws of the state in which the services are performedunder this Agreement.  **2.** Commercial General Liability insurance, including contractualliability coverage, in an amount not less than one million U.S. Dollars($1,000,000.00) per occurrence, with an aggregate limit of not less than twomillion U.S. Dollars ($2,000,000.00). Elan must be named as an additionalinsured on the policy.  **3.** Automobile Liability insurance, including uninsured motoristand underinsured motorist coverage, for every vehicle that is used in theperformance of ATM Manager’s obligations under this Agreement, with bothproperty damage limits and personal injury and death limits of five millionU.S. Dollars ($5,000,000.00) in the aggregate. If ATM Manager’s agent isproviding maintenance services, this section will apply to that agent. **C.** **Carrier.** Carrier shall obtain and maintain during the term of thisAgreement, at its sole expense, insurance sufficient to cover any and all damages,liability and obligations contemplated by this Agreement. If Elan’s need for Currencyexceeds the insurance limits specified below, Carrier shall increase such limits andprovide verification thereof. The coverage by Carrier shall, at a minimum, provide forthe following:
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 **1.** Workers’ compensation and employer’s liability insurance to theextent required by the laws of the state in which the services are performedunder this Agreement.  **2.** Commercial General Liability insurance, including contractualliability coverage, in an amount not less than two million U.S. Dollars($2,000,000.00) combined single limit per occurrence, with excess/umbrellacoverage not less than eight million U.S. Dollars ($8,000,000.00). Elan mustbe named as an additional insured on the policy solely to the extent liabilityis expressly assumed under the Indemnification provided by Carrier in SectionVII.C of this Agreement.  **3.** Automobile Liability insurance, including uninsured motoristand underinsured motorist coverage, for every vehicle that is used in theperformance of Carrier’s obligations under this Agreement, with both propertydamage limits and personal injury and death limits of two million U.S. Dollars($2,000,000.00) combined single limit per occurrence, and excess/umbrellacoverage of not less than eight million U.S. Dollars ($8,000,000.00).  **4.** In addition, Carrier shall provide All Risk Armored Car CargoLiability insurance covering Currency, coin, checks and other property to beplaced in or removed from an ATM that may be transported or be in Carrier’spossession (including Currency and other property to be placed in or removedfrom an ATM at Carrier’s premises, in transit, and away from Carrier’spremises) against all risks of physical loss or damage, including coverage foremployee fidelity and any act or omission of Carrier or any of its employees oragents. The amount of insurance must be not less than five million U.S.Dollars ($5,000,000.00) per loss in transit (armored car coverage) and fivemillion U.S. Dollars ($5,000,000.00) per loss per vault for on-premises andvault coverage. There may be aggregate on this insurance policy, provided thatthe aggregate total shall be no less than the amount listed in ExhibitA. Elan will be issued a direct pay certificate designating them as losspayee. **D.** ATM Owner, ATM Manager and Carrier will provide Elan with a Certificate ofInsurance evidencing the coverage specified herein for each of them. ATM Owner, ATMManager and Carrier, as applicable, will notify Elan as soon as reasonablypracticable by telephone and by written notice if any insurance required under thissection is not in force at any time during the term of this Agreement. ATM Owner,ATM Manager and Carrier shall not take any action that would invalidate or reducecoverage, and will take all action necessary to prevent coverage from beinginvalidated or reduced.  **E.** Elan will provide At Terminal insurance, which will insure the Currencywhile in the ATMs. ATM Manager will pay Elan those fees and charges as set forth inExhibit C.  **F.** In addition to its other rights and obligations under this Agreement, ATMOwner shall, at its expense and sole responsibility, bolt the ATM to the floor. Inthe
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   event of a loss, should it be determined that the ATM was not bolted to the floor,ATM Owner is responsible for the full amount of the loss.**XI.** **ACCOUNTING FOR CURRENCY.** **A.** **Accounting.** ATM Manager, with the cooperation and assistance of Elanin its role as processing services provider, shall account for all transactions at theATMs daily and provide a daily status report with respect to each ATM, showing theamount of Currency dispensed from each and the amount of Currency remaining in the ATM.Elan in its role as Currency provider shall also prepare its own daily reconciliationfor the Currency it provided. To the extent Elan’s reconciliation shows a discrepancy,Elan shall, within seventy two (72) hours of discovery of such discrepancy, providenotice to Carrier’s customer service manager of the discrepancy. Elan shall have theright, in its discretion to audit, inspect and settle any Currency from time to timeand at any time, so as to reconcile all records of Currency held in each of the ATMs.Elan may conduct such audit and inspection procedures as it deems reasonably necessary,or as may be required by the regulatory agencies having responsibility over Elan’sactivities or by Elan’s external auditors. Carrier shall provide Elan such access tothe ATMs as is necessary for Elan to conduct its inspection and audit.  **B.** **ATM Reconciliation.** Elan will reconcile each ATM with the Currencyload, residual and withdrawal information within five (5) days of the date ofreplenishment. In the event of a failure to reconcile, Elan will notify ATM Managerand Carrier. Failure of the ATM Manager to reconcile the ATM by the end of thecalendar month in which the failure occurs, the failure to reconcile will be deemed tobe a delinquent account and Elan may debit the Security Account for the amount of thefailure. For any debit that exceeds the amount in the Security Account at the time thedebit is executed, Elan may reduce the payment of monthly interchange income providedfor under the Elan Processing Agreement in an amount sufficient to fully cover thefailure. Elan may also offset the amounts due against any other funds of the ATMManager on deposit with Elan or any of its affiliates.  **C.** **Return of Currency to Elan.** (i) Elan acknowledges that the Currencydeposited with the Carrier is intended for distribution to customers using the ATMswhich have been loaded with the Currency supplied by Elan. The amount of Currencyprovided by Elan for use in the ATMs is returned to Elan via the transaction processingthat occurs pursuant to the Processing Agreement and is not returned by payments inCurrency, except for the Currency removed from the ATMs by the Carrier and delivered toElan at the termination of the Agreement. The fees assessed for the use of theCurrency by ATM Manager in the operation of the ATMs shall be based upon the actualdaily balance of Currency from Elan to ATM Manager that is outstanding. The amount canonly be increased by orders for additional Currency and decreased only by Currencyreturns or withdrawal activity.    (ii) Upon giving written notice to Carrier, Elan shall have the right to requireCarrier to return to Elan all Currency in Carrier’s possession or control. The
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   schedule under which Carrier shall remove Currency from the ATMs for return to Elanshall be mutually agreed upon between Carrier and Elan. Elan agrees to pay Carrierapplicable service fees for such services. Carrier shall be entitled to rely uponall written notices from Elan shall have no duty to make any inquiry as to whether adefault or breach has occurred by ATM Manager or ATM Owner hereunder or under anyother agreement between Elan, ATM Owner and/or ATM Manager or any of them has, infact, occurred or whether Elan is otherwise authorized to give such writtennotification. **D.** **Responsibility for Loss.** **1.** **General Responsibilities.** **(a)** ATM Manager and Carrier shall, at all timesduring the term of this Agreement, maintain systems and proceduresintended to prevent a Loss or the misuse of Elan’s Currency. Elanshall, at all times during the term of this Agreement, maintain systemsand procedures intended to assist in the recovery of any Loss.  **(b)** ATM Manager, Carrier and Elan are responsibleto promptly notify the other parties in writing within 72 hours ofbecoming aware of a Loss. **2.** **Responsibility for Acts, Omissions or Negligence.** Itis understood and agreed that ATM Manager is responsible for any Loss thatoccurs from the time the Currency is placed in the ATM and until the Currencyis dispensed to an ATM customer or returned to Elan. Carrier is responsibledirectly to Elan for any Loss of Elan’s Currency that occurs while the Currencyis in Carrier’s possession, or as a result of a cause set forth herein or inExhibit B. ATM Owner and ATM Manger acknowledge and agree that they will haveno right to claim any responsibility for any Loss or difference in Currencyagainst Carrier. The Currency while in the ATM is covered by Elan’s AtTerminal insurance.  **3** **Payment for Losses.** If an ATM Manager is required,pursuant to an investigation, to compensate Elan for Losses, ATM Manager willpay the Losses including its associated share of any third party investigationcosts, by check or ACH made payable to Elan within thirty (30) days ofconclusion of the investigation into the matter determining that ATM Manager isresponsible for such Loss. Carrier will pay Losses to Elan in accordance withthe separate agreement for the provision of ATM services including Currencytransport.  **4.** **Exclusions.** **(a)** ATM Manager and Carrier will not be responsiblefor Losses resulting from illegal or fraudulent acts of Elan employees,agents, representatives, or third-party contractors of Elan.  **(b)** Exclusions to Carrier’s responsibility are asset forth in the Master Services Agreement.
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 **E.** **Loss Procedures.** **1.** In the event of a Loss or a difference in Currency, Elan willprovide notice to ATM Manager and Carrier’s representative, as designated byCarrier from time to time, by telephone (which must be followed up with noticein writing), by facsimile (with written confirmation of receipt), by email toan address designated by the receiving party, or by a written notice mailed inthe US mail by certified mail, return receipt requested of any claim for Losswithin two (2) business days after the applicable ATM’s next balancing cycle.  **2.** If requested by ATM Manager or Carrier, Elan will makeavailable to ATM Manager and Carrier all necessary and available informationthat directly relates to the Loss, and Elan will use commercially reasonableefforts to cause its agents, officers and employees to cooperate with andassist ATM Manager and Carrier in the investigation of such Loss, subject toapplicable law and regulation regarding financial privacy and any otherapplicable law or regulation. Elan will maintain the records described belowfor all ATMs serviced by Carrier and will use its best efforts to make suchrecords available to Carrier within seven (7) days after receipt of a writtenrequest from Carrier and in any event within twelve (12) days after receipt ofwritten request. **(a)** As available, records of ATM activityincluding, but not limited to, records of transaction and ATM activity,ATM network records, error codes and ATM vault openings for areasonable period not to exceed 60 days prior to and subsequent to anyidentified shortage.  **(b)** ATM and vault balancing records  **(c)** All other pertinent receipts and otherpaperwork and ATM electronic information pertaining to an identifiedshortage.  **(d)** As available, and applicable, alarm accessrecords of alarm by ATM site. **3.** In the event of a difference or Loss, ATM Manager and Carrierwill fully cooperate with Elan to investigate, and share ATM Manager’s andCarrier’s electronic lock audit report, including but not limited to a summaryof its internal investigation findings and other reasonably necessary,non-privileged information regarding any Carrier employee who had potentialaccess to the Currency. Elan will fully cooperate with ATM Manager and Carrierto investigate the Loss, including sharing of Elan’s internal investigationreport with regard to any Elan employee having potential involvement in theLoss.  **4.** The Party responsible for the Loss under this Agreement willmake full payment of the Loss by check or ACH made payable to Elan withinfourteen (14) days of the determination of Loss responsibility or, with respectto Carrier, as required under a separate agreement for the provision of ATMservices including Currency transport, replenishment and other
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   related services. Elan shall cooperate by providing information reasonablyrequested by the insurance carrier for ATM Manager or Carrier. **F.** **Responsibilities at Termination.** Upon termination of this Agreementfor any reason, Carrier, ATM Manager, ATM Owner and Elan will cooperate to complete thefollowing activities. **1.** Carrier must remove all Currency from the ATMs of ATM Owner anddeliver the Currency to Carrier’s cash vault.  **2.** Carrier shall provide final terminal balancing activity andreports to Elan, ATM Manager and ATM Owner.  **3.** Elan shall perform a final balance on each ATM and cash vault.  **4**.** **Upon agreement by Elan, ATM Owner, ATM Manager and Carrier thatall ATMs and cash vaults are in balance, Elan shall instruct Carrier as to thelocation where the Currency shall be delivered. Carrier will thereafterdeliver the Currency to the designated location. Risk of loss of the Currencyremains with Carrier until the Currency is delivered to Elan at the designatedlocation. All fees and charges relating to the delivery of the Currency toElan to Carrier shall be paid in accordance with Section IV.B.3.  **5.** The fees for the use of the Currency shall be assessed by Elanuntil such time as Elan has accepted the final deposit from the Carrier. **G.** **No Creditor Relationship****.**Entering into this Agreement does not, noris it intended to create a debtor-creditor or lending arrangement or relationshipbetween Elan and any other Party. In consideration of Elan providing Currency to theATM Manager for the ATMs, ATM Manager agrees to pay Elan the compensation determined inaccordance with the terms and conditions of this Agreement, as the same may be amendedfrom time to time.  **I.** The ATM Manager and ATM Owner will make every reasonable effort to ensure thatthe cash remains the Bank’s property. 1. Neither the customer nor a third party has any possessory orownership interest in the cash for purposes of 11 U.S.C. §362.  2. It is expressly understood that no other financial institutionmay utilize the Elan’s cash to satisfy its own requirements.**XII.** **GENERAL PROVISIONS****.** **A.** **Accounting Principles****.**Where the character or amount of any item ofincome, revenue, costs, expenses or similar monetary calculation is required to bedetermined or other accounting computation is required to be made for purposes of thisAgreement, this will be done in accordance with appropriate accounting principles,which shall be consistently applied.  **B.** **Attorneys’ Fees****.**If any dispute arises between the ATM Owner, ATMManager and Elan regarding any such Party’s rights or obligations pursuant to this
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   Agreement, the prevailing Party, as between ATM Owner, ATM Manager and Elan will beentitled to reasonable attorneys’ fees attorneys’ costs, expert witness fees, andcourt costs incurred in connection with litigation. **C.** **Compliance with Laws****.**Each Party shall perform their duties andobligations hereunder in compliance with all applicable laws. Violation of applicablelaw by a Party which allows or permits said Party to take any action under or pursuantto this Agreement which such Party would not otherwise have been able to do or take,shall constitute a breach of this Agreement.  **D.** **Assignment****.**None of the ATM Manager, ATM Owner and Carrier may assignthis Agreement without the prior written consent of the other Parties, which consentshall not be unreasonably withheld. Any non-approved assignment or attempt to do soshall be void. Elan may assign this Agreement to a parent, subsidiary or affiliate ofElan, or a successor to all or part of Elan’s interests, with written notice to theother Parties.  **E.** **Force Majeure****.**No Party shall be liable for a delay in performancehereunder where the cause for such delay is beyond the reasonable control of thatParty. Such causes shall include, without limitation, acts of God; riots; acts of war;epidemics; authority of law; governmental regulations imposed after the fact;earthquakes or other disasters (“Occurrence”). Provided, however, that, wherepossible, written notice of the cause of the delay shall be given by the Party to theother Parties within three (3) days after the Occurrence, and further provided thatcommercially reasonable efforts shall be made to restore performance hereunder. If adelay by a Party lasts more than five (5) business days, any of the other Parties shallhave the right to terminate this Agreement with no penalty, early termination fees, orliquidated damages applicable.  **F.** **Governing Law****.**The rights and obligations of the Parties under thisAgreement shall be governed and interpreted by the internal laws of the State ofMinnesota, including the Minnesota Uniform Commercial Code, without reference to theconflict of laws rules.  **G.** **Jurisdiction****.**The Parties agree that a final judgment in any suchaction or proceeding shall be conclusive and may be enforced in other jurisdictions bysuit on the judgment or in any other manner provided by law.  **H.** **Headings****.**The headings contained in this Agreement are for convenientreference only, and shall not be considered substantive, and shall not affect theinterpretation of this Agreement.  **I.** **Non-Exclusive****.**This is not an exclusive agreement. Nothing in thisAgreement is intended to restrict Elan or Carrier from entering into similar agreementswith any third party.  **J.** **Notices****.**Except as otherwise specified in Article XI, Section E.1, anynotice permitted or required by this Agreement must be in writing and shall be deemedgiven when sent by registered or certified mail, return receipt requested, or overnightdelivery, and addressed as follows:
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       **Original:** **With Copy To:****To Elan Financial Services:** **Elan Financial Services** **U.S. Bank Legal Dept.**** ** ISO ATM Sales Support Mail Stop BC-MN-H21N  1255 Corporate Drive 800 Nicollet Mall  Irving, TX  75038 Minneapolis, MN  55402    Attn: Corporate Counsel,    Transaction Services     **To ATM Owner:** **TRM Corporation** **TRM Corporation**  Richard B. Stern Richard B. Stern  President and CEO President and CEO  1101 Kings Hwy N 1101 Kings Hwy N  Suite G100 Suite G100  Cherry Hill, NJ 08034 Cherry Hill, NJ 08034     **To ATM Manager:** **TRM Corporation** **TRM Corporation**  Richard B. Stern Richard B. Stern  President and CEO President and CEO  1101 Kings Hwy N 1101 Kings Hwy N  Suite G100 Suite G100  Cherry Hill, NJ 08034 Cherry Hill, NJ 08034     **To Armored Carrier:** **Brink’s U.S.** **Brink’s U.S.**  Attn:  Ralynne Kaiser Attn: Legal Counsel  555 Dividend Drive, 555 Dividend Drive,  Suite 100 Coppell, TX 75019 Suite 100   Coppell, TX 75019 **K.** **Relationship of the Parties and Subcontractors.** No joint venture,partnership, agency, employment relationship or other joint enterprise is contemplatedby this Agreement. No employee or representative of one of the Parties shall beconsidered an employee of any of the other Parties. In making and performing thisAgreement, the Parties shall act at all times as independent contractors, and at notime shall any Party make any commitments or incur any charges or expenses for or inthe name of the other Party. Carrier represents and warrants that all Services will beperformed by Carrier’s employees unless Carrier notifies Elan of the use ofsubcontractors. Carrier must notify Elan in advance writing of any changes toCarrier’s significant subcontractors, which have access to Elan’s ConfidentialInformation. Carrier may not utilize subcontractors based outside of the United Statesfor Services under this Agreement. Carrier shall be fully responsible and liable forany action(s) or inaction of Carrier’s subcontractors and must ensure that allsubcontractors are aware of and comply with the terms and conditions of this Agreement.  **L.** **Right to Audit and Obtain Reports.** **1**.** **Elan’s business operations are regularly audited by (i) variousgovernment agencies having supervisory and regulatory authority over Elan (the
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   “Regulatory Authorities”) and (ii) Elan’s own internal auditors. Elan isalso required to audit its vendors.  **2.** ATM Owner, ATM Manager and Carrier will cooperate with Elan’sefforts to meet its regulatory obligations and must comply in a timely mannerwith Elan’s reasonable requests for documentation and information. ATM Owner,ATM Manager and/or Carrier’s refusal or failure to comply entitles Elan toterminate this Agreement. If Elan reasonably determines that ATM Owner, ATMManager and/or Carrier’s data security, internal controls, or financialstability are inadequate and not susceptible to cure within any reasonable timeframe or that an unacceptable risk to Elan or Elan’s customer’s exists, Elanmay terminate this Agreement by providing written notice to ATM Owner, ATMManager and/or Carrier. Elan will identify its reasons for such termination inthe notice. In the event of termination under this section, ATM Owner, ATMManager and/or Carrier shall not be liable any damages for termination forcause by Elan.  **3.** The following are deemed reasonable requests of Elan, withwhich ATM Owner, ATM Manager and Carrier must comply: **(a)** ATM Owner, ATM Manager and Carrier must makeits books and records relating to the Services provided to Elan orElan’s customers under this Agreement available for audit or inspectionby the Regulatory Authorities, by Elan, or by Elan’s independentauditors with at least 48 hours’ advance notice from Elan. Elan shallalso have the right at reasonable times during ATM Owner, ATM Managerand Carrier’s regular business hours to observe the performance of theServices at ATM Owner, ATM Manager and Carrier’s premises, for thepurpose of determining that the Services are being performed incompliance with this Agreement.  **(b)** Within 20 days of Elan’s written request, ATMOwner, ATM Manager and Carrier will provide the applicable informationregarding test results and audits of its information security systemsregarding penetration testing; intrusion detection; and firewallconfiguration in response to the Elan Security Questionnaire.  **(c)** If a deficiency is noted or determined in anysuch audit report related to the Services provided to Elan, ATM Owner,ATM Manager and Carrier must also provide to Elan reasonable assurancesof the resolution of the audit deficiencies and the corrective actionsimplemented to prevent recurrence of such deficiency. If ATM Owner,ATM Manager and Carrier is unable or unwilling to provide Elansatisfactory resolution to such issues, ATM Owner, ATM Manager andCarrier or Elan may terminate this Agreement without further liabilityto either party.  **(d)** ATM Owner, ATM Manager and Carrier mustreasonably cooperate with Elan’s periodic vendor assessments. Elan is
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   required on an annual or semi-annual basis to perform the followingvendor assessments: **i.** risk assessments with respect tothe providers of goods and services for Elan’s business; and  **ii.** data security, internal controlsand financial stability of those providers commensurate with thelevel of risk assessed. **(e)** ATM Manager and ATM Owner shall provide to Elanno later than sixty (60) days after the end of each quarter and ninety(90) days after the end of a fiscal year, quarterly reviewed or annualaudited financial statements, as the case may be, which shall at aminimum include a(n) 1) income statement, 2) cash flow statement and 3)balance sheet. ATM Manager and ATM Owner must also provide on anannual basis its annual report or Form 10-K filed with the Securitiesand Exchange Commission; and all documentation supporting employeebonds and insurance policies of Company. **4.** The terms of this Section shall survive expiration ortermination of this Agreement for any reason for at least two (2) years, but inno case less than might be required by law or applicable regulation. **M.** **USA PATRIOT Act.** In order to comply with the requirements of the USAPATRIOT Act, Elan may require ATM Manager, ATM Owner and Carrier to provide theirrespective legal entity name, street address, taxpayer identification number and otherinformation that will allow Elan to identify each Party entering into this Agreement.Elan reserves the right to require that ATM Manager, ATM Owner and Carrier promptlyprovide to Elan sufficient identification documents upon request in connection with USAPATRIOT Act compliance.  **N.** **Use of Name.** All Parties agree not to refer to any other Partydirectly or indirectly in any promotion or advertisement, any metatag, any news releaseor release to any general or trade publication or any other media without the priorwritten consent of the Party whose information is intended to be used, which consentmay be withheld at that Party’s sole and complete discretion.  **O.** **Severability.** If any provision of this Agreement is held to beillegal, invalid or unenforceable under present or future laws effective during theterm hereof, such provision shall be fully severable; this Agreement shall be construedand enforced as if such illegal, invalid or unenforceable provision had never compriseda part hereof; and the remaining provisions of this Agreement shall remain in fullforce and effect and shall not be affected by the illegal, invalid or unenforceableprovision or by its severance from this Agreement. Furthermore, in lieu of each suchillegal, invalid or unenforceable provision, there shall be added automatically as apart of this Agreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and be legal, valid and enforceable.
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 **P.** **Successors.** Subject to the foregoing, this Agreement shall be bindingupon, and inure to the benefit or, the successors and permitted assigns of the Partieshereto.  **Q.** **Survival.** Any provision of this Agreement that requires performance orgrants a benefit after termination of the Agreement shall be deemed to survive thetermination of the Agreement.  **R.** **Entire Agreement.** This Agreement and the referenced Exhibits,attachments and Schedules, contains the sole and complete understanding of the Partieswith respect to the subject matter hereof and supersedes all prior agreements relatingthereto, whether written or oral, among the Parties.  **S.** **Authorization.** No Party hereto shall be legally bound hereunder untilthis Agreement has been signed by a duly authorized representative of each Partyhereto.  **T.** **Exhibits.**    Exhibit A — Currency Amounts    Exhibit B — Carrier Services    Exhibit C — Elan Fees and Charges For ATM Manager    Exhibit D — ATM Locations    Exhibit E — Elan Fees and Charges For Carrier  **U.** **Security Account.** The Parties agree that ATM Manager shall maintain a positivedemand account balance with Elan/U.S. Bank, or in the alternative, or at ATM Manger’soption, a “Letter of Credit” in favor of Elan/U.S. Bank, in an amount not less than eighthundred thousand U.S. Dollars ($800,000.00) (either option to be referred to as the“Security Account”). Such Security Account, in a form ultimately agreed upon by theParties upon the Effective Date of this Agreement, shall be maintained by Elan/U.S. Bank,and shall continue to be maintained by Elan/U.S. Bank, so long as the Agreement remains ineffect. Elan may draw from this Security Account should any of the following occur: 1) Anevent of default under Section IV.B.1(a) or (b); or 2) In order to obtain payment of anyfees, charges, or other obligations of ATM Manager that have not been paid as agreedpursuant to this Agreement. Elan shall have the right to setoff against the SecurityAccount any obligations for payment of fees, charges, or other obligations ATM Manager mayhave to Elan at any time during the term of the Agreement and for so long thereafter as theSecurity Account remains open. Elan will notify ATM Manager prior to initiating activityon the Security Account. The Security Account shall remain open and funded by ATM Managerin accordance with the requirements of this section for a period of ninety (90) days aftertermination of this Agreement.  **V.** **Signage.** Elan or Carrier, as agent for Elan, may post signage on the vaults ofthe ATMs indicating ownership of the Currency.
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**IN WITNESS WHEREOF,**the Parties hereto, by and through their respective duly authorizedrepresentatives, execute this Agreement by signing their names in the appropriate place below.             ELAN FINANCIAL SERVICES TRM Corporation(“ATM Owner”)               By: /s/ Stephen Gauger By: /s/ Richard Stern    Print: Stephen Gauger   Print: Richard Stern    Title: Vice President, Authorized Signer   Title: President & CEO    Date: October 31, 2008   Date: October 30, 2008               TRM Corporation(“ATM Manager”) BRINK’S U.S., A DIVISION OF BRINK’S, INC.(“Carrier”)               By: Richard Stern By: /s/ Susan Oliver    Print: /s/ Richard Stern   Print: Susan Oliver    Title: /s/ President & CEO   Title: V.P. Product Operations    Date: October 30, 2008   Date: November 3, 2008  
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**Exhibit List****(1)**Exhibit A — Currency AmountsExhibit B — Carrier ServicesExhibit C — Elan Fees and Charges For ATM ManagerExhibit D — ATM LocationsExhibit E — Elan Fees and Charges For Carrier (1) Pursuant to Regulation S-K Item 601(b)(2), theCompany agrees to furnish supplementally a copy of any omitted schedule orexhibit to the Securities and Exchange Commission upon request.