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of Omaha, Attn: Commercial Card Department, 1620 Dodge Street, Mailstop: 3188, Omaha, NE 68197, or such other
<br /> address as the Bank may give in the future.
<br /> Section 11.7 The Company shall be liable to the Bank for all uses of, and Transactions made using, the Account, Cards and Card
<br /> Accounts, including, without limitation, any Unauthorized Transactions (including any Transactions made using lost or stolen Cards),
<br /> that occur before the Company notifies the Bank in accordance with Section 4.1 or Section 12.1 that the Card or Card Account should
<br /> be cancelled. Any Card that an individual receives from the Company, or whose use is authorized by the Company, shall not be
<br /> considered lost or stolen or in the hands of an unauthorized person, and the Company shall be liable to the Bank for the use of any
<br /> such Card until it is returned to the Bank or the Company has provided the Bank with notice under Section 4.1 or Section 12.1 that
<br /> such person is no longer authorized by the Company to use any such Card. The Company will make reasonable efforts to recover any
<br /> Card from any person no longer employed or designated by the Company to use the Card, and prevent its use and cooperate in any
<br /> proceedings or legal actions against such person.
<br /> Section 11.8 The Bank may agree to pay to the Company certain compensation or incentive payments, subject to the terms,
<br /> conditions and limitations as provided in the Pricing Schedule attached as Schedule A to this Agreement. The Company acknowledges
<br /> and agrees that under certain circumstances as provided in the Pricing Schedule attached as Schedule A to this Agreement, the
<br /> Company will be obligated to repay compensation or incentive payments previously received from the Bank and to forfeit accrued but
<br /> unpaid compensation or incentive payments.
<br /> ARTICLE 12
<br /> REPORTING UNAUTHORIZED USE; CARD ASSOCIATION LIABILITY PROGRAM
<br /> Section 12.1 If the Company or an Employee knows of or suspects the loss, theft or possible unauthorized use of the Account or a
<br /> Card and Card Account, the Company or Employee must promptly notify the Bank by calling the toll -free telephone number
<br /> appearing on Card Account Statements and the reverse side of the Cards, or such other telephone number as the Bank may otherwise
<br /> designate for use by the Company. The caller must report the respective Employee's name, Card Account number and the last -known
<br /> address of such Employee or, if applicable, the Card. Account number, and must request that such Card and Card Account be canceled.
<br /> The Bank will then place a hold to cancel and prevent further use of the Card and Card Account, and the Company shall not be liable
<br /> for further use of such Card or Card Account after the Bank has received any such telephone call. The Program Administrator must
<br /> promptly send the Bank written confirmation of any such notice.
<br /> Section 12.2 The Company, Employees and Cardholders must promptly examine all Consolidated Billing Statements and Card
<br /> Account Statements as soon as they are received or made available by the Bank. The Company or an Employee must provide written
<br /> notice to the Bank related to any suspected errors in one or more Transactions, the Account and any Card Account, within sixty (60)
<br /> calendar days after the date of the Consolidated Billing Statement or Card Account Statement on which any such error first appeared.
<br /> Each such notice must disclose the dollar amount of the suspected error, a Transaction reference number, and a description of the
<br /> suspected error. Suspected errors include any failure to receive goods or services arising from a Transaction, unauthorized use of the
<br /> Account, a Card or a Card Account by a person other than the Cardholder or authorized Employee, altered charges, incorrect amounts
<br /> and charges incurred by telephone order where the authenticity of the charge is in question. The Bank will investigate any such report
<br /> of a suspected error and make a determination. All Consolidated Billing Statements and Card Account Statements will conclusively be
<br /> deemed correct, unless the Company or an Employee has provided the Bank with written notice of a suspected error as required by
<br /> this Agreement and any applicable Cardholder Agreement.
<br /> Section 12.3 In cases of unauthorized use of a Card or a Card Account, the Company shall, contemporaneously with the
<br /> Company's issuance of the notice of cancellation described in Section 12.1, use its best efforts to: (i) hand deliver or send to the
<br /> respective Employee by certified mail, return receipt requested, to the Employee's current address, a copy of such written notice of
<br /> cancellation; and (ii) retrieve and destroy such Card. The Company shall also cooperate with the Bank in its efforts to resolve any
<br /> fraudulent transactions made by means of a Card, Card Account or the Account.
<br /> Section 12.4 The Company's liability for Unauthorized Transactions by Employees may be reduced to the extent of liability
<br /> protection insurance coverage separately provided by a Card Association under its Liability Program. The Company's coverage shall
<br /> be subject to the terms, exclusions, and conditions of the Liability Program as established from time to time by the Liability Program's
<br /> underwriters, including but not limited to the condition that the Company meet all of its then- current obligations under the Liability
<br /> Program and as set forth by the Card Association and its underwriters. The current provisions of any such Liability Program are
<br /> described in a brochure published by the Card Association, which the Bank has furnished or will furnish to the Company. If the Card
<br /> Association modifies or suspends its Liability Program, the Bank may modify or terminate this subsection at any time upon notice to
<br /> the Company. The Bank shall not have any liability to the Company under any circumstances arising from or associated with any such
<br /> Liability Program.
<br /> ARTICLE 13
<br /> REPRESENTATIONS, WARRANTIES, AND COVENANTS
<br /> Section 13.1 The Company represents, warrants and covenants that:
<br /> (a) The Company will cause the Bank to issue and maintain ten (10) or more Cards at all times under this
<br /> Agreement;
<br /> Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 9 of 22
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