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Marks. Within five (5) business days after receiving any such materials by the Company, the Company must provide its written approval of or reasonable objections to such materials. If the Company does not respond within that five (5) business day period, the Company shall be deemed to have approved use of those materials by the Bank. The Company agrees that once the Bank has obtained approval for a given use of the Company Marks, the Bank is not obligated to obtain approval from the Company again for the same general use. Section 8.8 On termination of this Agreement for any reason whatsoever, all Cards in the possession of Cardholders that have not expired may continue to bear the Company Marks until the expiration of such Cards. The Bank, however, shall have no further right to market the Program or any products or services using the Company Marks or further use or distribute promotional materials containing the Company Marks. ARTICLE 9 PROGRAM STATEMENTS AND REPORTS Section 9.1 The Bank shall send or make available to a Program Administrator, or any Company representative designated by a Program Administrator, a Consolidated Billing Statement for each billing cycle. Each such Consolidated Billing Statement will disclose the applicable balances, Transaction activity, Program Fees and Charges, and other disclosures and information the Bank considers necessary or appropriate for the Account and all related Card Accounts during the billing cycle. The Bank may send or make available any such Consolidated Billing Statement using the physical address, electronic mail address, and/or website designated for this purpose in Schedule B to this Agreement. Section 9.2 Unless the Company requests and the Bank otherwise agrees, the Bank shall also send or make available an individual Card Account Statement for each Card Account at the end of each billing cycle, in an electronic or paper form acceptable to both Parties. Any such Card Account Statement will disclose the applicable balances, Transaction activity, Program Fees and Charges, and other disclosures and information the Bank. considers necessary or appropriate for that Card Account. For Unassigned Cards, the Bank will send or make available a Card Account Statement to a Program Administrator, using the physical address, electronic mail address and/or website the Parties have established for this purpose in Schedule B to this Agreement. For all other Cards, the Bank will send or make available a Card Account Statement to a Program Administrator, a Company representative designated by a Program Administrator, or the Cardholder, using the physical address, electronic mail address and/or website the Parties have established for this purpose in Schedule B to this Agreement or as designated on the Application for the Cardholder holding any such Card Account. If the Cardholder is not responsible for payment of his or her own Transactions and Program Fees and Charges, the Bank will only provide a Card Account Statement for purposes of informing the Cardholder about his or her use of the Card and Card Account. Section 9.3 Each Program Administrator, designated Company representative, and/or Cardholder must promptly examine each Consolidated Billing Statement or Card Account Statement as soon as it is received from or made available by the Bank. The provisions of Articles 11 and 12 describe the time and manner in which the Company must provide notice to the Bank of any suspected errors or Unauthorized Transactions shown on a Consolidated Billing Statement and Card Account Statement, and the liability of the Company, Employees and Cardholders for any such suspected errors or Unauthorized Transactions. Section 9.4 At the Company's request, the Bank may compile certain information provided by the sellers of goods and services that accept the Cards (such as Merchant Category Codes and information identifying such sellers as unincorporated business enterprises or business enterprises owned by certain minorities or women). The Bank cannot guaranty the accuracy of any such information and, by conveying such information to the Company, the Bank does not agree to perform or satisfy any reporting or compliance obligations required of the Company by any applicable law or contract. ARTICLE 10 MERCHANT DISPUTES; TRANSACTIONS MADE IN FOREIGN CURRENCIES Section 10.1 If the Company has any questions, problems or disputes concerning the quality of goods or services purchased from any seller by means of any Card, Card Account or an Account, the Company agrees to pay the Bank the amount of the related Purchase and contact the seller directly to resolve such question, problem or dispute. If the Company cannot directly settle its dispute with a seller, then the Company can request the Bank to process a chargeback subject to the limits of the Operating Rules. The Bank agrees that it will use commercially reasonable efforts to notify the Company about particular chargeback procedures and requirements of the Operating Rules that may impact or affect the Account, the Cards, and the Card Accounts. The Company acknowledges that the Bank is not liable for the quality of any such goods or services and that any dispute between the Company and any seller shall not affect the Company's obligation to pay the Bank in full for all Transactions and related Program Fees and Charges in accordance with the terms of this Agreement. Section 10.2 In the event that any Transaction is made in a currency other than U.S. dollars outside of the United States, the charges incurred in a foreign currency will be converted by the Card Association into a U.S. dollar amount in accordance with the procedures set forth in its Operating Rules. The Bank agrees that it will use commercially reasonable efforts to notify the Company about particular currency conversion procedures established by the Operating Rules that may impact or affect the Account, the Cards, and the Card Accounts. The currency conversion rate in effect on the transaction processing date may differ from the rate in effect on the transaction date or statement posting date. The Company and Cardholders shall remain liable to the Bank as provided in this Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 7 of 22