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(b) The Company is duly organized, existing and in good standing under the laws of the state of its
<br /> incorporation or formation;
<br /> (c) The Company has full right, power and authority to make and perform this Agreement and to observe all of
<br /> the provisions hereof;
<br /> (d) The making and the performance by the Company of this Agreement and securing extensions of credit
<br /> from time to time through the issuance or establishment of the Company's Account, Cards, and Card Accounts has been
<br /> validly authorized by all necessary action of the Company and does not violate the Company's articles of incorporation,
<br /> charter, partnership agreement, by -laws or any other document or agreement pursuant to which the Company is organized, or
<br /> any provision of applicable law, regulation, order or rule of any governmental agency, or court decision;
<br /> (e) All information (including without limitation business and fmancial data) now or hereafter furnished to the
<br /> Bank and the information contained in each Application, notice of cancellation or other documentation submitted by a
<br /> Program Administrator to the Bank hereunder shall be true, complete and accurate as of the date thereof and may be relied
<br /> upon by the Bank as being authorized by the Company;
<br /> (f) The Account and all Cards and Card Accounts established or issued under or pursuant to the Agreement
<br /> shall be used only for business or commercial purposes; and
<br /> (g) The Company has and shall maintain the full right, power and authority to grant the license of Company
<br /> Marks in Section 8.4 and doing so does not infringe upon or violate any rights or interest held in those marks by any third
<br /> party or Company Affiliate.
<br /> Section 13.2 Nothing herein contained shall impair the obligation of the Company, which shall be unconditional and absolute, to
<br /> repay all extensions of credit arising out of the use of the Account, Cards, or Cards Accounts for any purpose and to pay all of its other
<br /> obligations and liabilities as provided in this A€ reement. The representations and warranties in this Article 13 are made to induce the
<br /> Bank to issue Cards for the Company's Account and to extend credit to it and the Employees and Cardholders from time to time. The
<br /> representations and warranties made by the Company in this Article 13 shall constitute continuing representations and warranties, until
<br /> such time as this Agreement is terminated as herein provided, all Cards have been returned to the Bank or canceled, all Card Accounts
<br /> and Accounts have been cancelled and all amounts owing the Bank under this Agreement have been paid in full.
<br /> Section 13.3 The Bank represents, warrants and covenants that this Agreement has been authorized by all necessary action, does
<br /> not violate the Bank's charter or by -laws or any other agreement binding upon the Bank of any provision of law. THE BANK MAKES
<br /> NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM OR
<br /> THE BANK'S PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br /> ARTICLE 14
<br /> INDEMNIFICATION
<br /> Section 14.1 The Company will indemnify and hold harmless the Bank and its Bank Affiliates, and their respective officers,
<br /> directors, agents, subcontractors and employees, and the Card Association and its members, from and against any and all claims,
<br /> demands, actions, proceedings, liabilities, losses, actual damages and expenses, including actual and reasonable counsel fees, arising
<br /> directly or indirectly from:
<br /> (a) The Company's breach of any of its representations, warranties, or covenants under this Agreement, or the
<br /> Bank's enforcement of any of its rights or remedies under or pursuant to this Agreement;
<br /> (b) The Bank's compliance with or carrying out any instruction or request which identifies the Company as
<br /> sender, if such instruction or request is accepted by the Bank in good faith;
<br /> (c) The Bank's actions or omissions in performing services in connection with the Program, unless such
<br /> actions or omissions are determined to result from the Bank's gross negligence or willful misconduct;
<br /> (d) Any incorrect classification of a merchant under the Card Association's Merchant Category Codes that has
<br /> the effect of allowing Transactions that the Company and the Bank intended to preclude under certain Transaction Limits; or
<br /> (e) The Bank's good faith refusal to approve any Transactions.
<br /> Section 14.2 The provisions of Article 14 shall survive the termination of this Agreement.
<br /> ARTICLE 15
<br /> IMPOSSIBILITY OF PERFORMANCE; LIMITATION OF LIABILITY
<br /> Section 15.1 The Bank shall not incur any liability for any failure or delay in carrying out any of its obligations under this
<br /> Agreement if such failure or delay results from. the Bank acting in accordance with applicable laws or applicable Operating Rules, or
<br /> from acts of God, strike or stoppage of labor, power failure, system, network, or equipment failure, adverse weather conditions or any
<br /> other cause beyond the Bank's control. The Bank agrees that it will use commercially reasonable efforts to notify the Company about
<br /> particular requirements of the Operating Rules that may impact or affect the Account, the Cards, and the Card Accounts.
<br /> Section 15.2 The Bank shall have no responsibility and shall incur no liability for any act or failure to act by any other financial
<br /> institution, Card Association, or any other third party, including, without limitation, the refusal of any vendor or merchant to honor
<br /> any Card or Card Account. The Company acknowledges and agrees that the functioning of some Program services depends on
<br /> Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 10 of 22
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