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 2.2 Termination for Cause. A Party may terminate this Agreement by writtennotice upon the occurrence of an event of default (“Event of Default”). Each of thefollowing occurrences shall constitute an Event of Default under this Agreement: (a) Financial Instability; Material Changes. A Party: (i)files for bankruptcy, receivership, insolvency, reorganization, dissolution,liquidation or any similar proceeding; (ii) has a proceeding instituted againstit and such proceeding is not dismissed within sixty (60) days; (iii) makes anassignment for the benefit of its creditors or an offer of settlement,extension or composition to its creditors generally; (iv) a trustee,conservator, receiver or similar fiduciary is appointed for that Party orsubstantially all of such Party’s assets; or (v) the occurrence of any materialadverse change in the nature or conduct of any Party’s business as it exists onthe Effective Date  (b) False Representation. Any representation or warrantymade by a Party or any of its employees, officers, or directors proves to havebeen false or misleading in any material respect as of the date made, orbecomes false or misleading at any time.  (c) Breach. A Party fails to observe any materialobligation specified in this Agreement, and such failure is not cured withinthirty (30) days of receipt of written notice thereof from the non-breachingParty. Notwithstanding the previous sentence, the third such breachautomatically will be deemed an Event of Default without the opportunity tocure.  (d) Elevated Risk. A Party: (i) knowingly engages inactivities which violate applicable State law or governmental regulations; (ii)operates in a manner which by its nature may present exposure to one or both ofthe remaining Parties, in either or both of the remaining Parties’ reasonablebusiness discretion, to increased financial or other economic risk, or whichresult in undue economic hardship and/or damage to the business operations ofeither or both of the remaining Parties.**3.** ***Obligations of PROCESSOR.*** 3.1 PROCESSOR shall perform Transaction Processing on behalf of CUSTOMER.  3.2 PROCESSOR agrees that during the conversion of CUSTOMER’s ATM terminals,PROCESSOR shall effect a change of the then-current settlement and adjustment bankingaccount from a non-Elan account to an approved Elan banking account provided toPROCESSOR by Elan. Notwithstanding anything to the contrary in this Agreement, theProcessing Agreement, or otherwise, at such time as the Elan account is active/in-use,PROCESSOR shall not authorize any request by CUSTOMER to settle Elan vault cash(terminal funding) to an account other than the aforementioned Elan account, withoutElan’s written consent.  3.3 PROCESSOR agrees that its provision of the Services pursuant to this Agreement,resulting from PROCESSOR’s performance of the Transaction Processing shall be inaccordance with the following service schedule: (a) PROCESSOR shall provide to Elan, a daily file (“File”)containing electronic data relative to the Transaction Processing for each daysuch Transaction Processing is performed. Each File delivered to Elan shallcontain data from the previous day’s Transaction Processing, unless otherwiseagreed upon by Elan and PROCESSOR.
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 (b) PROCESSOR shall substantiate any Transaction Processingactivity, as may be requested from time to time by Elan, in order for Elan toproperly perform the Cash Servicing, as well as the Services pursuant to thisAgreement.  (c) PROCESSOR shall maintain an ongoing obligation to provide theFiles to Elan, pursuant to this Agreement, and unless otherwise provided forwithin the terms of this Agreement, shall do so for the duration of thisAgreement’s Term.**4.** ***Obligations of Elan.*** 4.1 Elan shall perform Cash Servicing on behalf of CUSTOMER, pursuant to the CashServices Agreement.  4.2 Elan shall utilize the data received from the Files provided to Elan byPROCESSOR, for its performance of the Cash Servicing, which shall include, but notlimited to, details for cash forecasting, support functions, and reconciliation of cashfor CUSTOMER’s ATM terminals.  4.3 Elan shall coordinate a schedule of conversion with CUSTOMER and PROCESSOR,whereby CUSTOMER’s ATM terminals are converted to Elan vault cash, for the facilitationof the Cash Servicing.  4.4 The following account numbers shall be used for implementing the change ofsettlement and adjustment accounts for funding purposes:     Settlement Account: DDA: xxxxxxxxxxxxxxxxx  Routing and Transit: xxxxxxxxx     Adjustment Account: DDA: xxxxxxxxxxxxxxxxx  Routing and Transit: xxxxxxxxx**5.** ***Obligations of CUSTOMER.*** 5.1 CUSTOMER agrees that it shall cooperate fully with Elan and PROCESSOR at alltimes during the course of this Agreement.  5.2 CUSTOMER shall notify Elan and PROCESSOR of any event for which CUSTOMER hasknowledge CUSTOMER, which shall or may impact the provision of the Services pursuant tothis Agreement.  5.3 CUSTOMER shall make available to Elan and PROCESSOR information, data, or othermaterials, as may reasonably be determined by Elan or PROCESSOR to be necessary to theperformance of the Services, at any time during the Term of this Agreement.**6.** ***Representations and Limitations on Performance.*** 6.1 Each of the Parties, solely as to itself, provides the followingrepresentations, warranties and covenants set forth below: (a) Organization. Each Party is duly organized, validlyexisting and in good standing pursuant to applicable state and/or federal lawsunder which it is organized, and is qualified to do business in alljurisdictions as may be required for the conduct of its business activitieshereunder.  (b) Power and Authority. Each Party has full power andlawful authority to (i) own and operate its assets, properties and business;(ii) carry on its business as presently conducted and (iii) enter into andperform this Agreement. The persons executing this Agreement have fullauthority to bind such Party to the terms and conditions hereof.
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 (c) Authorizations; No Violations. Each Party’s executionand delivery of this Agreement, and performance hereof: (i) are within itsorganizational powers; (ii) have been duly authorized by all necessaryorganizational action, if required by its governing organizational documents;(iii) does not and will not conflict with or constitute a breach or violationof its governing organizational documents, and (iv) does not and will notconflict with or constitute a breach or violation of any material agreement,indenture, deed of trust, lease, mortgage, loan agreement or any other materialinstrument or undertaking to which such Party is a party.  (d) Authorizations; No Violations. Each Party’s executionand delivery of this Agreement, and performance hereof: (i) are within itsorganizational powers; (ii) have been duly authorized by all necessaryorganizational action, if required by its governing organizational documents;(iii) does not and will not conflict with or constitute a breach or violationof its governing organizational documents, and (iv) does not and will notconflict with or constitute a breach or violation of any material agreement,indenture, deed of trust, lease, mortgage, loan agreement or any other materialinstrument or undertaking to which such Party is a party.  (e) Compliance with the Law. Each Party represents and warrantsthat it complies with all applicable laws.  (f) **Warranty Disclaimer.****Except as expressly set forth inthis Agreement, Elan and PROCESSOR disclaim any and all warranties concerningany products or services provided under the Agreement, whether express orimplied, including (without limitations) any implied warranty ofmerchantability or fitness for a particular purpose.**  (g) Binding Obligation. This Agreement constitutes a validand legally binding obligation of each Party, enforceable in accordance withits terms and conditions.***7.*** ***Confidentiality.*** 7.1 The Parties acknowledge that in performing their obligations hereunder, theymay have access to, or may provide information and/or documentation of a Confidentialand/or Proprietary nature to the other Parties. (a) **Definition of Confidential Information****.**“Confidential Information” includes both information of a commercialnature and information related to a Party’s Clients or consumers. ConfidentialInformation includes, but is not limited to, the following, whether now inexistence or hereafter created: i. All information marked as “confidential” or with similar designation; orinformation which a Party should, in the exercise of reasonable judgment,recognize to be confidential;  ii. All information protected by rights embodiedin copyrights, whether registered or unregistered, patents or pendingpatent applications, , trade secrets, and any other intellectualproperty rights of the other Parties (including all derivative works);  iii. All business, financial or technicalinformation of a Party and any of a Party’s vendors;
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 iv. A Party’s marketing philosophy andobjectives, promotions, markets, materials, financial results,technological developments and other similar proprietary informationand materials; and  v. Any and all information of or about client(s)of a Party, of any nature whatsoever, and specifically including butnot limited to client lists, client financial information, and thefact of the existence of a relationship amongst the Parties andclient(s) (collectively, “Client Information”). (b) The Parties agree now and at all times in the future that allsuch Confidential Information shall be held in strict confidence and disclosedonly to those employees or agents whose duties reasonably require access tosuch information. The Parties shall protect such Confidential Informationusing the same degree of care, but no less than a reasonable degree of care, toprevent the unauthorized use, disclosure or duplication (except as required forbackup systems) of such Confidential Information as each Party uses to protectits own confidential information.  (c) The Parties agree that any intentional violation of theobligations of confidentiality, as set forth in this Section, shall be amaterial breach of this Agreement and shall entitle the non-breaching Party toimmediately terminate this Agreement, without penalty, upon notice to the otherParties. Notwithstanding anything to the contrary contained herein, if a Partyor any of its employees, agents, or representatives shall use or disclose anyConfidential Information of another Party in any manner other than inconnection with the performance of its obligations under this Agreement, thenon-breaching Party shall have the right, in addition to such other remedieswhich may be available to it hereunder, at law or in equity, to seek immediateinjunctive relief enjoining such use, disclosure, or attempted use or attempteddisclosure, without the requirement of posting bond, it being acknowledged andagreed that legal remedies are inadequate to protect such non-breaching Partyunder such circumstances and that the unavailability of immediate injunctiverelief would subject said Party to irreparable harm.  (d) The Parties shall establish data security policies andprocedures to ensure compliance with this Section and that are designed to: i. Ensure the security and confidentiality ofClient Information;  ii. Protect against any reasonably anticipatedthreats or hazards to the security or integrity of such information;  iii. Protect against unauthorized access to or usesof such information that could result in substantial harm orinconvenience to any Client;  iv. Comply with all of the requirements of Title Vof the Gramm-Leach-Bliley Act (“GLB Act”), as the same may be amendedfrom time to time, and any regulations promulgated thereunder.; and  v. Require each Party to permit the other Partiesto audit its compliance with this Sections 3.2 and 7.1(d) duringregular business hours upon
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   reasonable prior notice and at the auditing Party’s sole expense.Each Party agrees to provide to the other Parties copies of auditsand system test results related to the systems used to deliverServices under this Agreement, provided that the providing Party isnot contractually or otherwise legally prohibited from sharing suchinformation with the other Parties. (e) If any Party is required by a court or governmental agencyhaving proper jurisdiction to disclose any Confidential Information, that Partyshall promptly, to the extent allowed to do so by applicable law or regulation,provide notice of such request to the appropriate Party so that it may seek anappropriate protection order.  (f) **Limited use of Confidential Information and Survival ofObligations****.** i. The Parties may use the ConfidentialInformation only as necessary for their performance hereunder and forno other use, but in all cases the use of such Confidential Informationwill be done in accordance with the GLB Act and any regulations issuedpursuant thereto. The Parties’ limited right to use the ConfidentialInformation shall expire when this Agreement is terminated.  ii. The Parties’ obligations of confidentiality andnon-disclosure shall survive beyond the termination or expiration ofthis Addendum.  iii. Upon expiration of a Party’s limited right touse the Confidential Information, the Party shall return all physicalembodiments thereof to the other Parties or, with the other Parties’permission, may destroy the Confidential Information. The Partyreturning or destroying Confidential Information shall provide writtencertification to the other Parties that it has returned, or destroyed,all such Confidential Information in its possession. Notwithstandingthe foregoing, Elan and PROCESSOR may retain one (1) copy of theConfidential Information for regulatory purposes. (g) **Disclosure to Third Parties****.**If a Party’s performancerequires or allows disclosure of the Confidential Information to any thirdparties, then that Party shall ensure that such third parties will have expressobligations of confidentiality and non-disclosure, with regard to theConfidential Information, similar to that Party’s obligations hereunder.Liability for damages due to disclosure of the Confidential Information by anysuch third party shall be with the Party that disclosed the ConfidentialInformation to the third party.  (h) **Exceptions****.**Notwithstanding the foregoing, the term“Confidential Information” shall not include any portion of such informationthat the receiving Party can establish by clear and convincing evidence to havebeen: (a) Publicly known without breach of this Agreement; (b) Known by thereceiving Party without any obligation of confidentiality, prior to disclosureof such Confidential Information; or (c) Received in good faith by thereceiving Party from a third-party source having the right to disclose suchinformation.
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 (i) **Ownership of Intellectual Property****.**All intellectualproperty belonging to a Party, including, without limitation, propertyprotected by patent, copyright or trade secret, shall remain the sole andexclusive property of the Party disclosing such intellectual property to theother Parties. No Party shall gain any right, title or interest in or to theintellectual property of the other Parties by virtue of the disclosure of suchintellectual property by a Party in the performance of this Agreement.  (j) **Disclosure of Client(s)’ Information****.**In the eventthat there should occur any actual or suspected theft of, accidental disclosureof, loss of, or inability to account for (collectively, “Disclosure”) any ofClient Information by PROCESSOR or Elan, the disclosing party will immediately,upon its discovery of any such Disclosure, notify CLIENT and investigate anddetermine if a Disclosure has actually occurred. If, based upon the disclosingparty’s investigation, it determines that there has been an actual Disclosure,then the disclosing party shall immediately notify CLIENT, and shall thereafterinvestigate the scope of the Disclosure, and shall exercise the appropriatemeasures to prevent any further Disclosure(s). The disclosing party shallalso, as soon as is reasonably practicable, report to CLIENT the details of theDisclosure (including Client(s)’s identities, and the nature of the informationthat is the subject of the Disclosure, and the measures that the disclosingparty has exercised, and/or plans to exercise, to prevent furtherDisclosure(s). The disclosing party shall, in the event of a Disclosure,cooperate fully with Client to notify the Clients as to the Disclosure.Additionally, the disclosing party shall cooperate fully with all governmentregulatory agencies and/or law enforcement agencies having jurisdiction andauthority over investigating any Disclosure, and/or any known or suspectedcriminal activity. Elan and PROCESSOR agree that, subject to the limits setforth in Section 9 below, the disclosing party will bear all reasonableexpenses directly associated with such a Disclosure, which may include butshall not be limited to, reasonable attorney fees and expenses.**8.** ***Indemnification.***   Each Party shall indemnify and hold the other Parties harmless against all losses, damages,costs, expenses and liability that may directly result from (i) the gross negligence orwillful act or omission of the indemnifying party, its representatives, successors orpermitted assigns, and (ii) any breach by the indemnifying party of any material provisionof this Agreement that is not cured by such party within sixty (60) days of the breachingparty’s receipt of written notice from the non-breaching party of such breach, except to theextent that any such losses, damages, costs, expenses and liability is due or attributableto the gross negligence or willful acts or omissions of the other Parties. Notwithstandingthe foregoing, nothing in this Section 8 shall extend PROCESSOR’S liability beyond that setforth in the TRM/eFunds Agreement as between PROCESSOR and CUSTOMER.**9.** ***Liability/Damages Cap*****.** 9.1 PROCESSOR shall not be liable under any circumstances to Elan, CUSTOMER or anythird party under this Agreement for losses arising from or related to: (a) Its failureto timely settle due to the occurrence of events beyond its control; (b) Themalfunction of a CUSTOMER ATM; (c) Errors in currency replenishment; (d) Incorrectprogramming or configuration of a CUSTOMER’s ATM; (e) Conversion of a CUSTOMER’s ATM toanother Processor; (f) Incorrect information provided on a CUSTOMER’s ATM profile; (g)Non-approved software used in a Customer ATM or non-approved ATM type; (h)
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   Fraud or other unlawful manipulation of a CUSTOMER’s ATM that results in inaccurateor invalid dispensing of cash or the reversal of validly dispensed cash; or (i) anyact or omission of PROCESSOR that does not constitute either gross negligence,willful misconduct, or a material breach of PROCESSOR’s obligations.. Withoutlimiting the foregoing, the aggregate liability of PROCESSOR for any and all claims,demands, costs, losses, damages or other potential or actual expenses which are inany way related, directly or indirectly, to the execution, performance, obligation,or subject matter of this Agreement shall not exceed two hundred fifty thousanddollars U.S. Dollars ($250,000.00), regardless of the form of action employed,whether in contract, warranty, tort (including negligence) or otherwise. THEPARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE,OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTIONWITH OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, A BREACH OFTHIS AGREEMENT OR THE PROCESSING AGREEMENT.  9.2 The aggregate liability of PROCESSOR for any and all claims, demands, costs,losses, damages or other potential or actual expenses which are in any way related,directly or indirectly, to the execution, performance, obligation, or subject matter ofthis Agreement shall be two hundred fifty thousand U.S. Dollars ($250,000.00) .**10.** ***Successors and Assigns; Assignability*****.**   No Party shall have any rights to assign this Agreement without the prior written consent ofeach of the other Parties, and any unauthorized attempted assignment will be null and void.Notwithstanding the foregoing, Elan and PROCESSOR may assign their respective rights underthis Agreement to their respective parent companies, or another wholly owned subsidiary oftheir parent companies, provided that any assignee will take subject to all of theobligations of the assigning Party. The assigning Party agrees to notify the other Partiesin writing, of any such assignment, within sixty (60) days after the date of the assignment.This Agreement will inure to the benefit of and will be binding upon the parties and theirrespective permitted successors and assigns. **11.** ***Notice*****.**   All notices required and given herewith shall be addressed to each Party at the designatedaddress as shown below, and shall be effective when personally delivered by courier(including overnight carriers) or U.S. mail, return receipt requested. The Parties may,from time to time, designate different persons or addresses to which subsequentcommunications will be sent by sending a notice of such designations in accordance with thisSection. The addresses for such notices shall be 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     **To Customer:** TRM ATM Corporation    Attn: Controller    1101 Kings Highway, Suite G100    Cherry Hill, NJ 08034       **To Processor:** eFunds Corporation    Attn: General Counsel    Address 601 Riverside Avenue    Jacksonville, Florida 32204  **12.** ***Attorneys’ Fees*****.**   If any official proceeding holds that a Party has breached this Agreement, then thenon-defaulting Parties will be entitled to recover from the breaching Party or Parties, theexpenses incurred in enforcing the provisions of this Agreement, including reasonableattorneys’ fees and costs. **13.** ***Severability*****.**   If any provision of this Agreement is illegal, the invalidity of such provision will notaffect any of the remaining provisions, and this Agreement will be construed as if theillegal provision is not contained in the Agreement. This Agreement will be deemed modifiedto the extent necessary to render enforceable the provisions hereunder, and to comply withthe Rules. **14.** ***No Waiver of Rights*****.**   No failure or delay on the part of any Party in exercising any right under this Agreementwill operate as a waiver of that right, nor will any single or partial exercise of any rightpreclude any further exercise of that right. **15.** ***USA PATRIOT Act.***   In order to comply with the requirements of the USA PATRIOT Act, Elan may require PROCESSORand CUSTOMER to provide their legal entity name, street address, taxpayer identificationnumber and other information that will allow Elan to identify each Party. Elan reserves theright to require PROCESSOR and CUSTOMER promptly provide to Elan sufficient identificationdocuments upon request and in connection with USA PATRIOT Act compliance. **16.** ***Governing Law; Jurisdiction; Venue*****.**   This Agreement shall be governed by and construed in accordance with the laws of the Stateof Florida without regard to its conflicts of laws principles. Each Party submits topersonal jurisdiction in the State of Florida for the enforcement of the provisions of thisAgreement and irrevocably waives any and all rights to object to such jurisdiction for thepurposes of litigation to enforce or interpret any provision of this Agreement. Each Partyagrees that any action, suit or proceeding initiating or involving any Party to enforce orinterpret this Agreement shall be brought in a state or federal court in the City ofJacksonville, Duval County, Florida. Each Party hereby irrevocably waives any objectionwhich it may have to the laying of the venue of any such action, suit or proceeding in anysuch court and hereby further irrevocably waives any claim that
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  any such action, suit or proceeding brought in such a court has been brought in aninconvenient forum. **17.** ***Force Majeure*****.**   The Parties shall be excused from the performance of any obligation pursuant to the Servicesimposed by this Agreement, for any period and to the extent that a Party is prevented fromperforming such Services obligation(s), in whole or in part, as a result of delays beyondthe control and without the fault or negligence of any Party, or if such delay is determinedto be caused by the other Party(s) or third parties, an act of God, war, civil disturbance,court order, or other cause beyond its reasonable control including, without limitation,failure or fluctuations in electrical power, heat, light, air-conditioning, computerequipment, telecommunications equipment, or ATM components, and such nonperformance will notbe a default hereunder or a ground for termination hereof. **18.** ***Relationship of the Parties.***   No joint venture, partnership, agency, employment relationship or other joint enterprise iscontemplated by this Agreement, or by the Services provided pursuant to this Agreement’sterms. No employee or representative of one of the Parties shall be considered an employeeof any of the other Parties. In making and performing this Agreement, the Parties shall actat all times as independent contractors, and at no time shall any Party make any commitmentsor incur any charges or expenses for or in the name of the other Party. **19.** ***Non Exclusive Agreement.***   This is not an exclusive agreement. Nothing in this Agreement is intended to restrict Elan,PROCESSOR, or CUSTOMER from entering into similar agreements with any third party. **20.** ***Survival*****.**   All agreements that by their context are intended to survive the termination of thisAgreement, including, but not limited to, the provisions of Sections 6, 7, 8, 9 and 11, willsurvive termination of this Agreement. **21.** ***Counterparts.***   This Agreement may be executed in multiple counterparts, each of which shall be deemed to bean original and all of which, when taken together, shall constitute one and the sameAgreement. **22.** ***Entire Understanding, Amendment*****.**   This Agreement, including the exhibits which are incorporated by reference (other than anyseparate agreement concerning confidentiality or non-disclosure), sets forth the entireunderstanding of the Parties relating to its subject matter, and all other understandings,written or oral, are superseded. Except as otherwise provided in this Agreement, thisAgreement may not be amended except in a writing executed by all Parties. In the event of aconflict between this Agreement and the TRM/eFunds Agreement, the TRM/eFunds Agreement shallcontrol between PROCESSOR and CUSTOMER.
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***IN WITNESS WHEREOF***, the Parties hereto have executed this Agreement on the dates set forth below.         (“Elan”) eFUNDS CORPORATION           By: Richard T. Cullen By: Bradley T. Mason  Signature:  /s/ Richard T. Cullen  Signature:  /s/ Bradley T. Mason     Title: Senior Vice President   Title:  Senior Vice President   Date:  November 3, 2008 Date:  November 3, 2008            (“CUSTOMER”)               By: Michael Dolan               Signature:  /s/ Michael Dolan         Title:  CFO       Date:  November 3, 2008      
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