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Company remains obligated to the Bank under the Agreement. The fmancial statements and reports the Company must provide on an annual or more frequent basis upon the Bank's request include periodic statements of income, statements of cash flow, and balance sheets of the Company, as well as statements regarding changes in shareholder's equity of the Company and any Company Affiliate. Any such statements and reports must, as determined by the Bank, be audited by an independent public accountant selected by the Company or contain a certification by the Company's chief financial officer that such reports are accurate and complete in all material respects. Section 2.4 The Bank is authorized to investigate and obtain information about the Company as the Bank deems appropriate. The Bank may provide information about the Company and Cardholders to the Card Association, its member institutions and contractors, and credit reporting agencies. ARTICLE 3 USE OF ACCOUNT, CARDS, CARD ACCOUNTS AND EXISTING ACCOUNT CLOSURE Section 3.1 The Bank, from time to time and in its sole discretion, will establish and advise the Company of its Charge Limit for the Account and the respective Charge Limits for the Card Accounts. The Bank will otherwise provide services to the Company, Employees and Cardholders in the manner described in this Agreement and the Cardholder Agreement. The Bank shall have sole discretion over the management, operation, content and features of the Program. The Bank may modify any aspect of the Program as provided in this Agreement and the Cardholder Agreement. Section 3.2 The Company understands and agrees that the Account, the Cards and the Card Accounts are for use by Employees and Cardholders for their business- related Transactions, as provided under the terms and conditions of this Agreement, the Operating Rules and the Cardholder Agreement, each as amended from time to time. The Company agrees to notify Employees and Cardholders about the business purposes for which the Account, the Cards and the Card Accounts may be used. The Bank agrees that it will use commercially reasonable efforts to notify the Company about particular requirements of the Operating Rules that may impact or affect the Account, the Cards, and the Card Accounts. Section 3.3 The Company, consistent with its internal policies, may instruct Employees and Cardholders to use a Card and Card Account only for specific kinds of business related Transactions. The Bank shall not have any duty or obligation to question or investigate the underlying purpose or nature of any Transaction, except to the extent the Bank might be specifically required to do so in connection with Transaction Limits or other limits specifically established by this Agreement. The Company may, in its sole discretion, require that Employees sign a separate agreement related to their permitted use of a Card and Card Account. The Bank shall not be liable to the Company or any Employee or Cardholder in connection with any such agreement that might exist between those parties. The Bank's duties and obligations to the Company, Employees and Cardholders are established by this Agreement, the Operating Rules and the Cardholder Agreement, each as amended from time to time. Section 3.4 The Company agrees and instructs Bank to close its Existing Account to new transactions within sixty (60) days of the opening and issuance of the new Account, Cards and Card Accounts under this Agreement. Any outstanding balances associated with the Existing Account upon closure will continue to be paid and governed in accordance with the terms of the Existing Account. ARTICLE 4 CANCELLATION OF CARDS; CARD REFUSAL BY THIRD PARTIES Section 4.1 The Program Administrator or the Company may direct the Bank to cancel any Card or Card Account at any time and for any reason whatsoever, after giving the Bank a cancellation notice in the time and manner it requires and a reasonable opportunity to act on any such instructions. If Company cancels any Card and Card Account due to termination of any Employee's employment, the Company must notify the Bard( within two (2) business days after the earlier of the date the Employee's employment is terminated or the date the Employee gives or receives oral or written notice of immediate or pending termination of employment. The Bank may cancel or suspend the right to use any Card or Card Account in its sole and absolute discretion at any time. Section 4.2 The Bank shall have no obligation, responsibility or liability to the Company or an Employee, Cardholder or any user of a Card or a Card Account (including the user of an Unassigned Card) if any person, entity or fmancial institution refuses to honor a Card, Card Account or the Account, or if the Bank refuses or fails to authorize the use of any Card, Card Account or Account. ARTICLE 5 DESIGNATION AND RESPONSIBILITIES OF PROGRAM ADMINISTRATOR Section 5.1 The Company shall provide the Bank with a written designation of one or more representative(s) as a Program Administrator, each of whom shall be individually authorized to: (i) designate the Employees authorized to receive Cards and use Card Accounts; (ii) establish or change the Charge Limit and Transaction Limits requested by the Company for any Cardholder, Card and Card Account (but not the overall Charge Limit of the Account); (iii) direct the Bank to cancel or suspend any Card or Card Account; and (iv) otherwise act as the Company's authorized representative in administering the Program on behalf of the Company and resolving any disputed Transactions. A Program Administrator must promptly advise the Bank in writing of any changes to be made with respect to the Account and any Card or Card Account, using a request form acceptable to the Bank and purportedly signed or submitted by a Program Administrator. The Bank, without further inquiry, may rely on, deal with, and accept Program instructions Louisville CO Commercial Card Agreement 4Q10 v1.DOC Page 4 of 22