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<br />indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur.
<br />25. DESIGNATION OF DEPOSITORY.
<br />The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution ("Depository") for its
<br />credit card indebtedness. Such financial institution must be a member of an Automated Clearing House Association. Merchant
<br />authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit
<br />Merchant's accounts. Depository, Member, and/or Global Direct may charge any of Merchant's accounts at Depository for any amount
<br />due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the account numbers or to the
<br />Depository. Merchant hereby authorizes Depository to release any and all account information to Global Direct as Global Direct may
<br />request without any further authorization, approval or notice from or to Merchant.
<br />26. FINANCIAL ACCOMMODATION.
<br />The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a
<br />debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused
<br />from pertormance hereunder.
<br />27. DEBIT /ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS.
<br />Debit Sponsor shall act as Merchant's sponsor with respect to the participation of point-of-sale terminals owned, controlled, and/or
<br />operated by Merchant (the "Covered Terminals") in each of the following debit card networks ("Networks"): Accel, AFFN, Alaska Option,
<br />CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Networks may be changed from time-to-time by Debit Sponsor
<br />or Global Direct without notice. Merchant may also have access to other debit networks that do not require a sponsor. Global Direct will
<br />provide Merchant with the ability to access the Networks at the Covered Terminals for the purpose of authorizing debit card transactions
<br />from cards issued by the members of the respective Networks. Global Direct will provide connection to such Networks, terminal
<br />applications, settlement, and reporting activities.
<br />Merchant will comply with all federal, state, and local laws, rules, regulations, and ordinances ("Applicable Laws") and with all by-laws,
<br />regulations, rules, and operating guidelines of the Networks ("Network Rules"). Merchant will execute and deliver any application,
<br />participation, or membership agreement or other document necessary to enable Debit Sponsor to act as sponsor for Merchant in each
<br />Network. Merchant agrees to utilize the debit card Services in accordance with the Card Services Agreement, its exhibits or
<br />attachments, and Global Direct's instructions and specifications (including but not limited to the Card Acceptance Guide which is
<br />incorporated into and made a part of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper
<br />format to enable Global Direct to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be
<br />made available to Merchant upon request.
<br />Merchant shall not in any way indicate that Debit Sponsor endorses Merchant's activities, products, or services. Debit Sponsor and
<br />„ Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall
<br />have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this Section shall be
<br />construed to create or constitute a partnership, joint venture, employer-employee, or agency relationship between Debit Sponsor and
<br />Merchant.
<br />In the event that Debit Sponsor's sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services
<br />Agreement, Global Direct may assign Debit Sponsor's rights and obligations hereunder to a third party. All provisions in this Section
<br />necessary to enforce the rights and obligations of the parties contained in this Section shall survive the termination of Debit Sponsor's
<br />debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent,
<br />subsidiary, affiliate, orsuccessor-in-interest.
<br />28. MERCHANT ACCEPTANCE OF EBT TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS.
<br />Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user
<br />guides provided to Merchant by Global Direct, as amended from time-to-time (including but not limited to the Card Acceptance Guide
<br />which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules (the "Rules"),
<br />as amended from time-to-time, issued by the National Automated Clearing House Association as approved by the Financial
<br />Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings
<br />ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible
<br />for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements,
<br />laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant
<br />issues FS Benefits under this Card Services Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS-
<br />authorized "Merchant" (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to
<br />secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the
<br />issuance and distribution of Benefits under this Card Services Agreement, including without limitation, any applicable franchise tax
<br />certificate and non-governmental contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which
<br />Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any
<br />costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of
<br />Services to Merchant if any of Global Direct's agreements with government EBT agencies are terminated for any reason or if any party
<br />threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Card Services
<br />Terms & Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Card Services Terms &
<br />Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon
<br />ninety (90) days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement
<br />upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate
<br />administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local
<br />agency. Any references to "State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues
<br />10 Rev. 04/08 MPS
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