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(jj) "Program" means the commercial card program the Bank establishes for the Company on terms and conditions set forth in this Agreement, through which the Bank opens the Account and permits use of Cards and Card Accounts. (k() "Program Administrator" means each individual the Company designates as a representative using the Bank's Program Administrator designation form, each of whom is individually authorized to: (i) submit requests for Cards and/or Applications by or on behalf of Employees and Cardholders; (ii) request Charge Limits for individual Cards and Card Accounts (but not an overall Charge Limit: for the Account); (iii) request Transaction Limits for individual Cards and Card Accounts; (iv) request cancellation or suspension of individual Cards and Card Accounts; and (v) perform certain administrative duties as described in the Agreement. The Company must designate each Program Administrator in the form and manner required by and acceptable to the Bank, in its sole discretion. (11) "Program Fees and Charges" means the fees, charges, and interest rates established by the Pricing Schedule in Schedule A that are payable to the Bank by the Company, Employees and Cardholders. (mm) "Program Instructions" means the features the Company and its Program Administrator have requested or selected in connection with the Program, the Account, the Card Accounts, and the Online Services, as detailed through Set -up Forms and other forms that the Company and the Program Administrator provide to the Bank, in the time and manner established by the Agreement. (nn) "Purchase" means use of a Card or any check, instrument, certificate, device or method the Bank permits for access to the Card Account, when used to pay for goods or services sold, leased, or otherwise provided by any person, entity, or financial institution or initiate any transaction other than one designated as an Cash Advance by the Bank, regardless of whether a Card was presented or a Cardholder's signature was obtained by any such person, entity, or fmancial institution. (oo) "Renewal Term" shall have the meaning assigned in Section 19.1. (pp) "Security Procedures" means the security procedures for using the Devices required for access to the Online Services System, as described in the User Guide. (qq) "Set -up Forms" means the forms the Company provides to the Bank to request Online Services through the Online Services System. (rr) "Statement Date" shall mean the closing date of the periodic billing cycle for the Account and for each Card Account, assigned by the Bank and disclosed on Consolidated Billing Statements and Card Account Statements. (ss) "Term" shall have the meaning assigned in Section 19.1. (tt) "Transactions" means any Purchase or Cash Advance. (uu) "Transaction Limit" means parameters the Program Administrator and Bank establish for a Card Account, including but not limited to limits on: (i) the number of Transactions permitted during a specified time period for a Card Account; (ii) the dollar amount of Transactions permitted during a specified time period for a Card Account; (iii) the Merchant Category Codes for which a Card Account may be used; and (iv) such other parameters as may be agreed by the Bank and Program Administrator. (vv) "Unassigned Cards" are Cards the Bank issues in the name of the Company at its request, without designating a specific Cardholder authorized to use the Card. (ww) "Unauthorized Transaction" means any Transaction not for the purpose of carrying on the Company's business and from which the Company obtains no direct or indirect benefit. (xx) "User Guide" means the user manuals and other user materials, individually and collectively, that the Bank furnishes to the Company in connection with its Program, the Online Services System, and any related Online Services. ARTICLE 2 PROGRAM EXCLUSIVITY; COMPANY GUARANTY AND FINANCIAL REPORTS Section 2.1 During the Term, the Company shall not, by itself or in conjunction with any Company Affiliate: (a) enter into an agreement with any financial institution other than the Bank related to the issuance or use of commercial credit cards or commercial charge cards by Employees and Cardholders; (b) enter into an agreement authorizing use of any Company Marks in connection with any commercial credit cards or commercial charge cards to be used by Employees and Cardholders; or (c) directly or indirectly endorse, support, participate in, or benefit from any commercial card program other than the Program, related to the issuance or use of commercial credit cards or commercial charge cards by Employees and Cardholders. Section 2.2 If the Company or a Program Administrator requests and the Bank agrees to issue a Card and establish a Card Account for a Cardholder or Employee of a Company Affiliate identified in Exhibit 1 (each, a "Guaranteed Account the Company shall be liable to the Bank for any and all Transactions and Program Fees and Charges related to or arising from use of any such Guaranteed Account, as well as any losses and reasonable costs of collection the Bank incurs related to such Guaranteed Account (the "Guarantee The Company shall execute any additional instruments in the time and manner the Bank might request in connection with any such Guarantee. The Guarantee of each Guaranteed Account shall remain in full force and effect after termination of this Agreement and any such Guaranteed Account, until any such Guaranteed Account has been paid in full and closed to further activity. Section 23 The Company shall provide or cause its accountants and auditors to provide the Bank with reasonably detailed financial statements and reports about the Company, in the time and manner the Bank requests during the Term and while the Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 3 of 22