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from the Program Administrator, the Bank shall increase or decrease the Transaction Limits or Charge Limits of a Card and Card Account in accordance with such request. If the Company or a Program Administrator does not establish a Charge Limit for any Card Account for which the Company is solely liable, the Company acknowledges and agrees that the Bank may: (i) establish a Charge Limit for each such Card Account up to the aggregate Charge Limit of the Company's Account; and (ii) disclose an amount on Card Account Statements, up to the aggregate Charge Limit of the Company's Account, as the applicable Charge Limit of each such Card Account (which may not accurately reflect the actual Charge Limit available for the Company's Account). The Bank reserves the right, in its sole discretion, to modify the Charge Limit of the Account or any individual Card Account at any time. Section 7.2 The Company acknowledges that the Account and Card Accounts may exceed Transaction Limits and Charge Limits established under the Agreement and agrees that the Bank may, in its sole discretion, allow or reject Transactions that would cause the Account or a Card Account to exceed a Charge Limit or a Transaction Limit. The Company and its Cardholders shall remain liable and must promptly remit payment to the Bank for any and all Transactions that would cause the Account or a Card Account to exceed a Charge Limit or Transaction Limit, as well as any related Program Fees and Charges, as provided by this Agreement and any related Cardholder Agreement. Section 7.3 The Bank or any person, entity or fmancial institution presented with a Card may refuse to authorize any Transaction referred to it if: (a) The Transaction is not permitted under the Transaction Limits established for Card Accounts by this Agreement; (b) Permitting the Transaction would cause the Charge Limit for the Account to be exceeded, when the Transaction is included with other Transactions authorized for the Account (including those Transactions that are authorized but not yet posted); (c) Permitting the Transaction would cause the Transaction Limits or Charge Limit for a Card Account to be exceeded, when the Transaction is included with other Transactions authorized for that Card Account (including those Transactions that are authorized but not yet posted); (d) The Bank believes that it is an Unauthorized Transaction; or (e) The Bank has not received any payment required by this Agreement or a Cardholder Agreement by its Payment Due Date. ARTICLE 8 CARD REQUIREMENTS AND MARK USE Section 8.1 Each Card the Bank issues under the Program shall be branded as a Card Association card, in compliance with the applicable requirements and specifications for such commercial cards established in the Operating Rules. Each Card may bear other language and symbols the Bank deems necessary or appropriate, subject to the applicable requirements and specifications of the Operating Rules. Section 8.2 The Company, upon the Bank's request, must provide the Bank with copies of any materials accompanying or relating to the use of the Card and Card Accounts that the Company may provide its Employees from time to time. All such materials shall identify the Bank as the Card issuer and prominently indicate that the Card is a Card Association card. The Company acknowledges that the Card Association mark(s) are owned by the Card Association and the Company agrees not to do anything inconsistent with such ownership. The Company shall not provide materials to its Employees or Cardholders that contradict or are inconsistent in any way with this Agreement or the Cardholder Agreement. This Agreement and the Cardholder Agreement shall prevail over any inconsistent or contradictory statements made by the Company to its Employees or Cardholders about the Program. Section 8.3 The Company shall not use any trademark, service mark, logo, or other intellectual property right of the Bank or a Bank Affiliate without the express prior written consent of the Bank. Section 8.4 The Bank may use all Company Marks provided to Bank by Company in connection with the Program. The Company grants the Bank a non exclusive, non transferable, non- sublicenseable, royalty-free, paid -up limited license to use those Company Marks, as they now exist and as they may be modified during the Term, solely in connection with the Program (including, without limitation, use of any such Company Marks on Cards, periodic statements, Applications, and marketing materials intended for distribution to Employees and Cardholders). Notwithstanding the preceding sentence, the Bank shall not be required, in connection with the Program, to use the Company Marks on marketing materials generally used across the Bank's portfolio of cards for account activation and retention activities, Cardholder agreement, and related disclosures. Section 8.5 Company Marks may be updated and amended from time -to -time by the Company providing the Bank with reasonable notice thereof. If the Company wishes to change any of the Company Marks then in use by the Bank, the Company shall promptly reimburse the Bank for any reasonable incremental expenses incurred because the Cards or Program materials used to maintain the Accounts can no longer be used as a result of any such change. Section 8.6 The Bank acknowledges that the Company is the sole and exclusive owner of the Company Marks and all rights, title and interest therein and any copyright relating thereto. The Bank acknowledges that the value of the goodwill associated with the Company Marks, and all rights therein and pertaining thereto, belong exclusively to the Company. The Bank shall not authorize any third party to use the Company Marks, except for subcontractors and affiliates of the Bank, engaged by the Bank solely in connection with the Program. Section 8.7 The Bank shall comply with the standards reasonably established by the Company with respect to the form of the Company Marks, and the Bank shall submit to the Company sample materials evidencing the proposed use of the form of Company Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 6 of 22