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Agreement and any related Cardholder Agreement: for all transaction and conversion fees and charges associated with any such Transactions, as detailed in Schedule A. ARTICLE 11 LIABILITY FOR TRANSACTIONS, FEES AND OTHER CHARGES; BANK LIABILITY FOR INCENTIVES PAYMENTS Section 11.1 The Company authorizes and directs the Bank to extend credit to the Company or for its Account from time to time by paying the amount of Transactions arising from use of each Card and Card Account. Section 11.2 The Company shall be liable and pay the Bank for all Transactions and all applicable Program Fees and Charges as established by the Agreement and its attached. Pricing Schedule in Schedule A, even those that might exceed a Charge Limit or Transaction Limit established for the Account or a Card Account. Each Cardholder may also be jointly and severally liable with the Company for the Cardholder's Transactions and for his or her Program Fees and Charges under the Program and any applicable Cardholder Agreement, if such Cardholder liability has been established through an Application, Cardholder Agreement, Schedule B, and/or other schedules and addendums to this Agreement. The Company shall immediately pay the Bank for any Transactions and Program Fees and Charges incurred by a Cardholder, even one jointly and severally liable with the Company, after the Bank notifies the Company about any Cardholder's failure to pay all amounts due and owing under a Cardholder Agreement. The Company's payment and other obligations to the Bank shall be enforceable against the Company in accordance with the terms of this Agreement, regardless of the validity and enforceability of the Cardholder's obligations to the Bank under any Cardholder Agreement. Section 11.3 The Company understands the increased risks associated with issuance and use of Unassigned Cards. Despite anything stated to the contrary in the Agreement, the Company agrees that it is fully liable to the Bank for any and all Program Fees and Charges and all Transactions resulting from use of any Unassigned Card and its related Card Account, regardless of whether any such Transactions were Unauthorized Transactions. In addition to its other indemnification obligations under the Agreement, the Company agrees to indemnify the Bank from and against any and all liability, judgments, claims, demands, judgments, or other disputes, regardless of merit, together with all costs charges and expenses imposed in any manner upon or accruing against the Bank, arising out of or associated in any way with the issuance of Unassigned Cards by the Bank and the use of those Unassigned Cards by any individual. Section 11.4 The Bank will establish a monthly periodic billing cycle for the Account and each Card Account. The exact number of days within each periodic billing cycle may vary slightly from month to month and the first billing cycle may be more or less than one month. The Bank shall, in its sole discretion, assign the Statement Date disclosed on Consolidated Billing Statements and Card Account Statements. Where the Company and its Cardholders have joint and several liability for Card Accounts, the Bank may assign different dates as the Statement Dates for each Card Account and the Account. As established by Schedule B to this Agreement or other schedules and addendums to this Agreement, the Bank and the Company shall mutually agree upon: (i) the number of days used to determine the Payment Due Date that will follow each Statement Date; and (ii) the method of payment, which may be by check or pre- authorized debit to a deposit account the Company maintains at the Bank, any Bank Affiliate, or any other depository institution used by the Company and acceptable to the Bank. Any and all amounts (including the amount of all Transactions) shall be due to the Bank and payable in full on or before the applicable Payment Due Date that follows each Statement Date for the Account or Card Account. All payments by the Company must be remitted to the Bank in U.S. dollars. The Company agrees that payments on the Account and Card Accounts may be applied in the order the Bank selects from time to time. The Bank may apply payments first to any Program Fees and Charges, then finally to principal balances. Payments to principal balances may be applied starting with the lowest interest rate, before principal balances with higher interest rates. Until the Bank determines a payment is unlikely to be returned for insufficient funds or some other reason, the credit available in the Account and Card Accounts may not reflect a payment. Section 11.5 The Company may not deduct or withhold, without the prior written approval of the Bank, any credit, chargeback, disputed or questioned amount from the aggregate amount due when making payment. If the Company reasonably believes any Transaction shown on a Consolidated Billing Statement is in error, the Company must notify the Bank and the Bank will make any appropriate adjustment on the Company's next Consolidated Billing Statement. Section 11.6 The Bank shall charge interest on Transactions at the rates and in the time and manner shown on the Pricing Schedule attached as Schedule A to this Agreement. Cash Advances and their related Transaction fees shall be charged interest beginning with the date of each such Cash Advance until paid in full. Interest will not be charged on Purchases and other Program Fees and Charges that are paid in full on or before their applicable Payment Due Date, as shown by Consolidated Billing Statements and/or Card Account Statements. Interest will accrue on Purchases, and Program Fees and Charges added to a Card Account as Purchases, beginning with the first day that follows the applicable Payment Due Date. If the Company fails to pay to the Bank any amount due under this Agreement, then the Bank is authorized to, without prior notice to the Company, apply any account balances of the Company held by the Bank or any Bank Affiliate toward any balance owed under this Agreement. Payments received at the Bank's designated payment processing center after 5:00 p.m. Central Time on a Bank business day (or on any day that is not a Bank business day) will be credited to the Company's Account (and the underlying Card Accounts) on the next Bank business day. The Bank is permitted to accept late payments, partial payments or payments marked with restrictive endorsements without losing any of its rights under this Agreement. The Company shall not send any payment marked "paid in full," "without recourse," or other similar language unless those payments are marked for special handling and sent to the Bank at First National Bank Louisville CO Commercial Card Agreement 4Q10 vl.DOC Page 8 of 22