Business Credit Card Agreement

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1 Business Credit Card Agreement THIS BUSINESS CREDIT CARD AGREEMENT ( AGREEMENT ) CONTAINS THE TERMS WHICH GOVERN THE USE OF YOUR REPUBLIC BANK VISA BUSINESS CREDIT CARD ( CARD ) AND CORRESPONDING ACCOUNT ( ACCOUNT ) ISSUED BY METRO BANK AND OUTLINES YOUR RESPONSIBILITIES AND OURS. PLEASE BE CERTAIN TO READ THIS AGREEMENT CAREFULLY AND NOTIFY US AT ONCE IF ANY PARTS ARE UNCLEAR. YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WHEN YOU ACCEPT, SIGN OR USE THE CARD OR THE ACCOUNT. IN THIS AGREEMENT, THE WORDS YOU, YOUR, YOURS, MEAN THE BORROWER(S). THE WORDS WE, US, OUR(S), AND BANK, MEAN METRO BANK. 1. DEFINITIONS. The following definitions apply to words used in this Agreement and on each Cardholder s Monthly Statement ( Statement ): Account The Visa line of credit approved by us for your and any other Cardholder s use, which is accessed by a Card and which is subject to the terms and conditions of the Agreement. Account Number The unique sixteen (16) digit number individually assigned to each Card issued under the Account, appearing on the face of the Card. Agreement This Business Credit Card Agreement, together with the Application (as defined in paragraph 2) and the Pricing, Terms and Conditions, both of which are hereby incorporated by reference. Annual Percentage Rate ( APR ) The annual rate of interest charged on any Card balance without taking into consideration any fees set forth in this Agreement, as disclosed in the Pricing, Terms and Conditions applicable to the Account. Application Formal written request for a Visa Credit Card line of credit. Authorized Person One or more individuals designated by you from time to time to assist you in the administration of this Agreement. The Authorized Person will be responsible for performing, on your behalf, such administrative duties as we or you may request. Average Daily Balance - Calculated as explained in Section 7.c of this Business Credit Card Agreement. Billing Cycle The time interval between the dates of regular Statements. Borrower The Person identified in our records as being liable for the payment of all Debt charged to the Account, or whom we consider as being the Person primarily liable, and with respect to our records regarding the identity of such Person or our understanding regarding such identity, our records or understanding shall be conclusive; and if there is more than one Person who is primarily liable for the payment of all Debt charged to the Account, or whom we consider as being the Person liable, such Persons shall be individually, jointly, and severally liable to us for all Debt. Borrower s Credit Limit The maximum available dollar amount of credit available to all Cards issued under the Account, as authorized by the Bank. Business Day Monday through Friday, excluding federal holidays. Card Any Visa Business Credit Card(s) we issue to a Cardholder on the Account in the Cardholder s name at the request of an Authorized Person under this Agreement, and all renewals of and replacements for that credit card. You agree that you will be deemed to be using the Card when you obtain credit by using only the Account Number. Cardholder Any individual(s) designated by the Borrower or Authorized Person as authorized to use a Card, whether you notify us or not. Cardholder s Credit Limit The portion of the Borrower s Credit Limit that has been assigned to an individual Cardholder. Closing Date The last date of a Billing Cycle. Current Transactions All debits and/or credits posted to any Card during the Billing Cycle. Daily Periodic Interest Rate The percentage of Interest Charge that is applied to the Average Daily Balance of Purchases for a period. To get the Daily Periodic Interest Rate we divide the APR by 365. Day Means calendar day unless otherwise indicated as Business Day. Debt All amounts charged to the Account from time to time and at any time in connection with all Cards issued under the Account, including Purchases, Interest Charges, transaction fees, attorneys fees, collection costs and any other fees or charges. 1 1/24/2012 V2

2 Fully Satisfied Payment in full of all charges for Purchases, Interest Charges, transaction fees, attorneys fees, collection costs and any other fees or charges. Guarantor A Corporate Guarantor or a Person having ten percent (10%) or more ownership interest in a borrower who has agreed to act as a guarantor and surety for the repayment of all Debt. Interest Charge The interest we assess any Card by applying the Daily Periodic Interest Rate to the Average Daily Balance in accordance with this Agreement. Merchant A participating Visa plan merchant. Minimum Payment The minimum amount you are required to repay each Billing Cycle. A payment cannot be less than the Minimum Payment due, or the Card will be considered in default. Each Statement will designate the Minimum Payment for that portion of the total balance attributed to the Cardholder to whom the Statement applies. New Balance The total balance on each Cardholder(s) Statement as of the last day of a Billing Cycle. Outstanding Balance The total balance, at any given time, for each Card issued on the Account, including the unpaid principal balance of all Purchases, Interest Charges, transaction fees, attorney s fees, collection costs and any other fees or charges. Person Refers to firms, corporations, companies, associations, sole proprietorships, general partnerships, limited partnerships, limited liability partnerships, limited liability companies, trusts, business trusts, not for profit organizations and any other type of business entity including government units, as well as individuals (i.e. natural persons) who use any Card for business purposes. Previous Balance The balance on each Cardholder(s) Statement at the beginning of a Billing Cycle, which is the same amount shown as the New Balance on the Statement for the preceding Billing Cycle. Purchases Credit extended by us when a Cardholder uses a Card to make a purchase from a Merchant, when the purchase results in a paper or electronic record of the purchase. 2. ACCOUNT OPENING, CARD ISSUANCE AND RENEWAL. We will issue a Card on the Account to a Cardholder on the basis of a request made on a fully completed Application or maintenance form that we have prescribed for this purpose. We reserve the right, in our sole discretion, to refuse to issue a requested Card(s). Pursuant to our rights under the terms of this Agreement, we have the right to cancel, revoke or suspend any Card. We will issue renewal and replacement Cards to each Cardholder until you tell us to stop; we cancel, revoke, or suspend any Card; or this Agreement is terminated. 3. CREDIT LIMIT. We will assign to each Cardholder a Cardholder s Credit Limit; the Borrower s Credit Limit will be the aggregate of all Cardholder Credit Limits. Each Cardholder s Credit Limit will be set forth on each Cardholder s monthly Statement. The Card or Account shall not be used in any way that would cause either the Outstanding Balance attributable to a Cardholder to exceed the Cardholder s Credit Limit or the entire balance of the Account to exceed the Borrower s Credit Limit. We may increase or decrease the Borrower s Credit Limit or any Cardholder s Credit Limit at any time at our sole discretion. We will give notice of any such change. You may request a change in the Borrower s Credit Limit by completing a new application and forwarding to us at Metro Bank Card Services, 3801 Paxton Street, Harrisburg, PA This request will be approved or denied by us at our sole discretion. Cardholder Credit Limit changes may be requested in writing or on Metro Bank s Business Visa Maintenance Form assuming that the changes do not exceed the granted Borrower s Credit Limit. 4. CARD USE. The use of the Account and each Card is governed by this Agreement. A Cardholder may use the Account and Card for business purposes through Purchase transactions only. The Card and Account CANNOT be used for cash advances, balance transfers, or for personal, family or household purposes. The Card may only be used by the Cardholder in whose name it has been opened or issued. Access/Convenience checks will not be issued on any Card. A Cardholder may authorize a Purchase by presenting the Card to a Merchant. The Statement will identify the Merchant where a Purchase was made. It is the responsibility of the Cardholder to retain the copy of such slips or electronic records furnished at the time of the Purchase in order to verify the Statement. THE CARD MAY NOT BE USED FOR ILLEGAL TRANSACTIONS INCLUDING INTERNET GAMBLING WHERE SUCH PRACTICES ARE IN VIOLATION OF APPLICABLE STATE AND/OR FEDERAL LAW. 5. CARD OWNERSHIP. Every Card issued under the Account remains our property and may be cancelled by us at any time without notice. You agree to destroy any Card and to discontinue its use upon our request. 2 1/24/2012 V2

3 6. BORROWER S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Borrower hereby represents, warrants and covenants as follows: a. Legal Status: Borrower has been duly organized under the laws of its state of organization, is in good standing under the laws of the state of its organization and is duly qualified to do business or conduct its affairs in each jurisdiction where it does business or conducts its affairs and has the full power and authority to carry on its business or affairs as presently conducted. b. Authority to Enter into Agreement: Borrower has full power and authority to enter into and perform all obligations under this Agreement and Borrower has been duly authorized to do so by all necessary organizational action. c. No Conflict with Other Documents: Borrowers entering into and performing all obligations under this Agreement are not inconsistent with any of Borrower s governing documents, and do not and will not contravene any provision of or constitute a default under any indenture, mortgage, contract, or other instrument to which Borrower is a party or by which Borrower is bound. d. Accurate Information: All information that Borrower has provided and will provide at any time in the future is and will be accurate, and the Borrower s Chief Financial Officer or Operating Officer (or other person with equivalent knowledge and responsibility regardless of that person s title) will certify the accuracy of such information on request. e. Further Assistance: At our request Borrower shall deliver in a form acceptable to us any legal documents, financial statements, or other information we may reasonably require to verify the representations and warranties contained in this paragraph. The Borrower shall also promptly notify us of any significant change in its business or affairs that has or may have a material adverse effect on the ability of Borrower to perform its obligations hereunder. 7. INTEREST CHARGES. a. How to Avoid Paying Interest on Purchases. We will not impose a Daily Periodic Interest Rate on new Purchases or on any new fees that are added to any Card balance, if you have paid the Previous Balance shown on any Statement for the current Billing Cycle in full by the payment due date shown on the Previous Statement. The payment due date will be at least twenty-five (25) days after the closing date of your Billing Cycle. b. Unpaid Interest Charges and Fees. Unpaid Interest Charges from previous Billing Cycles relating to Purchases, and also all unpaid fees, will be added to the Outstanding Balance for Interest Charge calculation purposes at the start of a new Billing Cycle until they are paid in full. Once any unpaid Interest Charge (including any unpaid transaction fee(s)) is included in the Outstanding Balance, it will accrue Interest Charges at the applicable Daily Periodic Interest Rate for Purchases until it is repaid in full. This means that we charge an Interest Charge on certain unpaid Interest Charges. c. Interest Charge Calculation for Purchases - Average Daily Balance Method (Including Current Transactions). If you do not pay the Previous Balance shown on any Statement for the current Billing Cycle in full by the payment due date shown on such Statement, we will charge an Interest Charge on Purchases (excluding any unpaid fees or Interest Charges) at the applicable Daily Periodic Interest Rate. We figure the Interest Charge on a Card by applying a Daily Periodic Interest Rate to the Average Daily Balance of the Card (including current transactions), multiplied by the number of days in the Billing Cycle. To calculate the Average Daily Balance, we take the Previous Balance (excluding any applicable unpaid Interest Charges and any unpaid fees) at the beginning of the Billing Cycle and on each day of the Billing Cycle we add new transactions and any applicable fees, subtract payments and credits and make other appropriate adjustments. This equals the daily balance. Unless we elect to use a later date, we add new transactions to the daily balance as of the transaction date of the new transaction. We consider credit balances as zero balances when we figure the daily balance and Average Daily Balance. We then add the daily balances together and divide that amount by the number of days in the Billing Cycle to obtain the Average Daily Balance. For Interest Charge calculation purposes, the Billing Cycle begins on the day after the close of the previous Billing Cycle. We then multiply the Average Daily Balance by the number of days in the Billing Cycle. That product is multiplied by the applicable Daily Periodic Interest Rate. The resulting number is the Interest Charge. If the Purchases are subject to more than one Daily Periodic Interest Rate and corresponding APR, we will separately calculate the balance subject to each applicable Daily Periodic Interest Rate and corresponding APR, and the resulting Interest Charge, in the same manner as described above, using the Daily Periodic Interest Rate applicable to the appropriate Purchases and related Interest Charges and fees. 8. RESPONSIBILITY. You will be liable to us for all Debt and shall pay to us all Debt, no matter how it is incurred, for what it is incurred (e.g. a Purchase by a Cardholder which is not primarily for or incidental to your business) or who has incurred it and even though we may send Statements to Cardholders and not to you. You will be liable for the payment of, and shall pay on our demand all Debt which may be outstanding on any Card used by a Cardholder, or anyone who has actual, implied or apparent authority, of any Card which is not authorized under this Agreement (e.g., a Purchase by a Cardholder which is not primarily for or incidental to your business). Your liability shall be in addition to and not in lieu of the liability of any Guarantors, which shall continue for any and all uses as provided in this Agreement. 3 1/24/2012 V2

4 Any Guarantors shall be individually, jointly and severally liable to us for all Debt, no matter how it is incurred, for what it is incurred (e.g., a Purchase by a Cardholder which is not primarily for or incidental to your business) or who has incurred it. The liability of any Guarantors shall be in addition to and not in lieu of your primary liability, which shall continue for any and all uses as set forth in this Agreement. 9. MINIMUM PAYMENT. On a regular basis, you will receive a Statement for each Card showing all transactions including amounts paid and borrowed since the previous Statement. We will mail each Cardholder a Statement every month in which there is a debit or credit balance showing the: Previous Balance of Purchases; the current transactions on the Card; the remaining credit available under the Cardholder s Credit Limit; the total New Balance; the Interest Charge due to date; and the Minimum Payment. Every month you must pay at least the Minimum Payment on each Card in time for us to receive the payment by the due date. You may, of course, pay more frequently, pay more than the Minimum Payment or pay the New Balance in full. By paying the full amount of the total New Balance owed each month on each Card within twenty-five (25) days from any Statement date, you can avoid Interest Charges on Purchases. The Minimum Payment will be either a) three percent (3%) of the total New Balance, or twenty-five dollars ($25.00), whichever is greater, or b) the total New Balance, if it is less than twenty-five dollars ($25.00). In addition, the Minimum Payment will include any amount shown as past due, and the amount by which the Outstanding Balance exceeds the Cardholder(s) Credit Limit. 10. APPLICATION OF PAYMENTS. a. Generally. We will generally apply your Minimum Payment in the following order: (i) Interest Charges and other fees; (ii) Purchases with the lowest Daily Periodic Interest Rates and corresponding APRs; (iii) Transactions with the highest Daily Periodic Interest Rates and corresponding APRs. b. Application of Payments in Excess of Minimum Payment. We will generally apply your payments and credits in excess of the Minimum Payment in the following order: (i) Purchases with the highest Daily Periodic Interest Rates and corresponding APRs; (ii) Purchases with the lowest Daily Periodic Interest Rates and corresponding APRs. 11. HOW WE DETERMINE THE NEW BALANCE. To calculate the New Balance, we begin with the Previous Balance on the Statement, add any new Purchases posted to the Card during the Billing Cycle, and subtract any payments and credits we have posted to the Card during the Billing Cycle. We then add the applicable Interest Charges, fees, and other appropriate adjustments to the Card. The New Balance on any Statement for the current Billing Cycle will be the Previous Balance on the Statement for the next Billing Cycle. 12. PREPAYMENTS OR IRREGULAR PAYMENTS. Although you may just pay the Minimum Payment, you understand that you have the right to make additional payments at any time without penalty. You also understand you will only be charged an Interest Charge to the date you repay the entire Outstanding Balance. You may make larger payments without penalty and this may reduce the total amount of Interest Charge you will repay. Any partial payment that (a) delays or (b) accelerates the repayment of the Outstanding Balance will (a) increase or (b) decrease your Interest Charge, respectively. 13. WHERE AND WHEN TO SEND PAYMENTS. Payments must be sent to the address shown on the Statement and must include the payment stub from the Statement. Payments made by mail will be credited to the Card as of the Business Day we receive the payment, at the address we specify for payments on the Statement, provided we receive the payment by 5 p.m. Eastern Time on a Business Day at that address, accompanied by the Statement s payment stub. Payments we receive after 5 p.m. Eastern Time or on a day that is not a Business Day, at the address we specify for payments on the Statement, will be posted to the Card as of the next Business Day, provided they are accompanied by the Statement s payment stub (if mailed). Payments that are mailed to us should be in the form of checks or money orders (in U.S. dollars drawn on U.S. banks). You agree to not give us any post-dated checks as payment on the Card. If the payment due date falls on a day on which we do not receive or accept payments, the payment will not be treated as late if received the next Business Day. Credit to the Card may be delayed for up to five (5) days if the payment is (i) not received at the address we specify for payments on the Statement; (ii) not made in U.S. dollars, drawn on a U.S. branch, or a financial institution located in the U.S. or by money order; or (iii) not accompanied by the required payment stub. You understand that payments submitted by mail may not be made, and may not be deemed received by us, at any location other than the address specified for payments on the Statement. All credits for payments to the Card are subject to final payment by the institution on which the item of payment was drawn. Whenever we post a payment to the Card, we will not restore the Borrower s Credit Limit or Cardholder s Credit Limit by that amount for up to three (3) Processing Days ( Processing Days are Sunday thru Friday). Please Note: Do not mail cash payments. Metro Bank stores do not currently accept payments. 4 1/24/2012 V2

5 14. PAYMENTS MARKED PAID IN FULL. We may accept checks or other types of payment which are marked payment in full or use other language to indicate full satisfaction of any indebtedness, without being bound by such language or waiving any rights under this Agreement. A Card will be only considered Paid In Full if Fully Satisfied. 15. DEFAULT. You may be considered to be in default if: (i) we do not receive your Minimum Payment on time; (ii) any deposit account you maintain at the Bank is seized or attached by legal process; (iii) you exceed the Borrower s Credit Limit, or any Cardholder exceeds the Cardholder s Credit Limit; (iv) you or any Cardholder fail to adhere to any of the terms and conditions of this Agreement; (v) we reasonably decide that your creditworthiness is impaired; (vi) you die (if you are a natural person), you become insolvent or engage in dissolution proceedings, or you are the subject of bankruptcy or receivership proceedings; (vii) you are in default on any other loan with us; (viii) any judgment, lien, attachment or execution is issued against you or your property or (ix) you have made any misrepresentation in connection with the Application pursuant to which we issued a Card and/or this Agreement. If you are in default, we may terminate this Agreement and demand immediate payment of all outstanding Debts, or we may elect to terminate a particular Cardholder s right to make Purchases and to demand immediate payment of that portion of the Debt attributed to that Cardholder. You understand that Interest Charges permitted under this Agreement will continue to accrue after this Agreement is terminated and until you repay, in full, the Debt. If we terminate this Agreement, neither you nor any other Cardholder will be able to use a Card or make any more Purchases with a Card. If you are in default at the time for reissue of any Card, we will not reissue that Card. 16. COLLECTION COSTS. In the event collection efforts are required to obtain payment on this Card, to the extent permitted by law, you agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any collateral. 17. ENFORCEMENT. We do not lose our rights under this or any related agreement if we delay enforcing them. If any provision of this or any related agreement is determined to be unenforceable or invalid, all other provisions remain in full force and effect. 18. TERMINATION. You may terminate the Card or Account by notifying us and destroying all current Cards which have been issued to you. We may terminate any Card or Account at any time regardless of whether or not you are in default. You will still be required to pay any Debt in accordance with the terms of this Agreement. You may not use any of the services of the Card after it has been terminated or cancelled. We may elect not to reissue a Card if you or the Cardholder have not used the Card at least once during the past twelve (12) months. 19. CREDIT INFORMATION. We may review your credit history by obtaining information from credit reporting agencies and others. We may report information about you, any Guarantor(s), any Card or Account to credit reporting agencies. If we do not receive your Minimum Payment by your payment due date, it could cause a negative reference on your credit report or on the credit report of any Guarantor(s). At your request, we will tell you whether or not we have requested your credit reports and the names and addresses of the credit bureaus furnishing the reports. You have the right to dispute the accuracy of information that we may have reported by writing to us at Card Services, P.O. Box 9201, Old Bethpage, NY and describing the specific information that is inaccurate or in dispute and the basis for any dispute with supporting documentation. 20. RETURNS AND ADJUSTMENTS. Merchants and others who honor a Card may give credit for returns or adjustments, and they will do so by transmitting a credit to the Card. If your credits and payments exceed what you owe, we will hold and apply this credit balance against future Purchases. If it is one dollar ($1.00) or more, a refund will be issued upon your request. 21. FOREIGN TRANSACTIONS AND VISA FEE. Foreign transactions include any transaction made in a foreign currency or that is made outside the United States of America even if it is made in U.S. dollars. If a foreign transaction is made in a currency other than U.S. dollars, Visa will convert the transaction into U.S. dollars using its respective currency conversion procedures. The exchange rate Visa uses to convert currency is a rate from the range of rates available in wholesale currency markets for the applicable processing date, or the government-mandated rate in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date when the foreign transaction occurred or when the Card was used. We reserve the right to pass through to you Visa s International Service Assessment (ISA) fee applied to foreign transactions. Visa s ISA fee will be calculated on the U.S. dollar amount provided to us by Visa and will be 0.80% of the transaction amount for foreign single currency transactions and 1% of the transaction amount for foreign multicurrency transactions. The same process and charges may apply if any foreign transaction is reversed. 22. GOVERNING LAW. You understand and agree that this Agreement is controlled and governed by the laws of the Commonwealth of Pennsylvania except to the extent that such laws are inconsistent with controlling federal law. You also understand that Pennsylvania choice of law rules shall not be applied if they would result in the application of non-pennsylvania law. Residents of the State of New York: Metro Bank may obtain at any time your credit reports for any legitimate purpose associated with the account or the application or request for an account, including but not limited to reviewing, modifying, renewing and collecting on your account. On your request you will be informed if such a report was ordered. If so, you will be given the name and 5 1/24/2012 V2

6 address of the consumer reporting agency furnishing the report. New York residents may contact the New York State Banking Department ( ) for a comparative list of credit card rates, fees, and grace periods. 23. LOST OR STOLEN CARD(S) AND UNAUTHORIZED USE. You agree to notify us promptly if you believe any Card has been lost or stolen, or if there has been an unauthorized use of a Card. To report a lost or stolen Card(s), or the unauthorized use of a Card(s), Account Number, or any combination of the two, you must call us at: (877) or write to us at Card Services, P.O. Box 9201, Old Bethpage, NY Under VISA U.S.A. s Zero Liability Policy you may not be liable for the unauthorized use of your Account or Card that results in a fraudulent transaction made over the VISA network. To be eligible, you must notify us immediately of any unauthorized use of the Account or Card. We will provisionally credit you for losses from the unauthorized Card use within ten (10) days of receipt of an affidavit of loss. We may impose greater liability, or withhold, delay, limit or rescind any provisional credit that we provide to you under the Zero Liability Policy, based on factors such as your gross negligence or fraud, your delay in reporting unauthorized use, our investigation and verification of your claim, the Account or Card standing and history and other factors. If you are not eligible for the VISA Zero Liability Policy or it otherwise does not apply, you may be liable for unauthorized use of the Card, but not for more than fifty dollars ($50.00) (unless we have issued ten (10) or more Cards to you, in which case you agree, in any case in which the Zero Liability Policy does not apply, to be liable for all unauthorized uses of any Card which occur prior to your reporting the loss, theft or unauthorized use of a Card). You will not be liable for any unauthorized use of the Card that occurs after you notify us of the loss, theft, or possible unauthorized use of the Card or Account Number. We may require you to provide certain information in writing to help us find out what happened. You also must identify for us any charges on any Statement that were not made by you or someone authorized by you, and from which you received no benefit. 24. NOTIFICATION OF ADDRESS CHANGE. You or an Authorized Person agree to notify us promptly if you move or otherwise have a change of address. All written statements and notices by us to you may be sent to your address as it appears in our records. All written notices and letters to us must be sent to us at Card Services, P.O. Box 9201, Old Bethpage, NY ENTIRE AGREEMENT. This Agreement, together with the Application and the Pricing, Terms and Conditions you received with the Application, as modified by any change in terms we may deliver from time to time in accordance with applicable law, constitutes the entire Agreement between you and us, and supersedes any prior negotiation or understanding between you and us concerning the subject matter of the Agreement. No failure on our part to exercise, and no delay by us in exercising, any right under this Agreement will operate as a waiver thereof; nor will any single or partial exercise by us of any right under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, by us under this Agreement. Section headings are for convenience only and are to be disregarded when interpreting this Agreement. Words in the masculine gender mean and include correlative words of the feminine gender and neuter genders and words importing the singular numbered meaning include the plural number and vice versa. 26. DISCLAIMER OF LIABILITY: In no event shall we be liable to you, any Cardholder, or any Guarantor for any consequential, special, indirect or punitive damages of any nature. 27. HONORING OF CARD: We will not be responsible for the failure or refusal of anyone to honor the Card or any other credit instrument or device we supply to you or any Cardholder. 28. INDEMNIFICATION. You shall indemnify and hold us and our affiliates harmless, as well as our and their respective shareholders, directors, officers, members, managers, employees, and agents, from and against any and all losses, claims, damages, liabilities, judgments, or amounts paid in settlement (for actions, suits, or proceedings, or investigations in respect thereof), including reasonable attorneys fees (collectively, Losses ) resulting from, relating to or arising out of this Agreement except to the extent such Losses solely result from, arise out of or relate to the gross negligence or willful misconduct of us, our affiliates, or our, or their respective shareholders, directors, officers, members, managers, employees, or agents. 29. SEVERABILITY. The provisions of this Agreement are severable to the extent that any provision hereof held to be prohibited or unenforceable in any jurisdiction shall not invalidate the remainder of this Agreement in that jurisdiction and shall be fully enforceable in any other jurisdiction not expressly prohibiting such provision. 30. ASSIGNMENT: We can assign the Account or Card(s) and any of our rights under this Agreement without your consent or notice to you. 31. CHANGE OF TERMS. We can change any terms of this Agreement (including the APRs) at any time in our sole discretion. We will send notice of significant changes in terms (such as changes to pricing, but not clerical or similar changes) to you. We may, but are not required to, also send notice to any Cardholders. The notice will be provided to you at least fifteen (15) days prior to the effective date of the change. Changes which we make can apply to all Debts and to any future transactions on the Card except as otherwise provided by law. 6 1/24/2012 V2

7 32. SECURITY INTEREST, RIGHT OF SET-OFF. If you have other loans from us, or take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement. To the extent permitted by applicable law, you grant and consent to a lien on your deposit accounts with us and any interest due to you from us to the extent you have an Outstanding Balance. 33. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES. In order that your privacy may be protected, we will not disclose any information about you, the Account or Card to any person, organization, or agency except: 1. For certain disclosures necessary for the completion of a transfer; 2. For verification of the condition and existence of the Card for a credit bureau or merchant; 3. To persons authorized by law in the course of their official duties; 4. To our employees, auditors, service providers, attorneys, or collection agents in the course of their duties; 5. Pursuant to a court order or lawful subpoena; 6. To a consumer reporting agency as authorized by law; 7. By your written authorization which shall automatically expire after forty-five 45 days. 8. Pursuant to a joint marketing agreement. If an unauthorized disclosure has been made, we must inform you of the particulars of the disclosure within three (3) Business Days after we have discovered that an unauthorized disclosure has occurred. 34. YOUR BILLING RIGHTS: Keep this Document for Future Use. This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. What To Do If You Find A Mistake On Any Statement If you think there is an error on any Statement, write to us at: Card Services P.O. Box 9201 Old Bethpage, New York In your letter, give us the following information: Account information: The Cardholder name and Account Number. Dollar amount: The dollar amount of the suspected error. Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake. You must contact us: Within sixty (60) days after the error appeared on your first Statement. At least three (3) Business Days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong. You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to pay the amount in question. What Will Happen After We Receive Your Letter When we receive your letter, we must do two things: 1. Within thirty (30) days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error. 2. Within ninety (90) days of receiving your letter, we must either correct or explain to you why we believe the bill is correct. While we investigate whether or not there has been an error: We cannot try to collect the amount in question, or report you as delinquent on that amount. The charge in question may remain on the applicable Statement and we may continue to charge you interest on that amount. While you do not have to pay the amount in question, you are responsible for the remainder of your balance. We can apply any unpaid amount against your Credit Limit. After we finish our investigation, one of two things will happen: If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount. If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe. If you receive our explanation but still believe your bill is wrong, you must write to us within ten (10) days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell 7 1/24/2012 V2

8 you the name of any organization to which we reported you as delinquent and we must let those organizations know when the matter has been settled between us. If we do not follow all of the rules above, you do not have to pay the first fifty dollars ($50.00) of the amount you question even if your bill is correct. Your Rights If You Are Dissatisfied With Your Credit Card Purchases If you are dissatisfied with the goods or services that you have purchased with the Card and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the Purchase. To use this right, all of the following must be true: 1. The Purchase must have been made in your home state or within one hundred (100) miles of your current mailing address, and the purchase price must have been more than fifty dollars ($50.00). (Note: Neither of these are necessary if your Purchase was based on an advertisement we mailed to you or if we own the company that sold you the goods and services.) 2. You must have used the Card for the Purchase. 3. You must not yet have fully paid for the Purchase. If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us in writing at: Card Services P.O. Box 9201 Old Bethpage, New York While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent. 35. VISA CARD RULES AND REGULATIONS. You and we agree to abide by all applicable rules and regulations of Visa U.S.A., Inc. ( Visa ). If there is any conflict between the provisions of this Agreement and the rules and regulations of Visa, the rules and regulations of Visa shall control. 36. COPY RECEIVED. You acknowledge receipt of a copy of this Agreement and accept and agree to its terms and conditions. 37. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement is subject to Title 9 of the U.S. Code. 8 1/24/2012 V2

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