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Company and from which Transaction neither the Cardholder
<br />nor the Company receives any direct or indirect benefit.
<br />SECTION 2
<br />CARD ISSUANCE
<br />2.1 PROGRAM PARTICIPATION. Subject to
<br />the terms of this Agreement, TD shall issue Cards to, and/or
<br />establish Accounts for, the Company with such capabilities
<br />and with such processing of Transactions as may be offered by
<br />TD and selected by the Company. Tangible Cards shall be
<br />issued for a period of three (3) years. The Company and
<br />Cardholders shall use the Cards and Accounts for the
<br />business or commercial purposes of the Company only and
<br />not for personal, family, or household purposes or for the
<br />purpose of purchasing or carrying margin stock or margin
<br />securities within the meaning of Regulations U and X of
<br />the Board of Governors of the Federal Reserve System,
<br />12 C.F.R. Parts 221 and 224. The Company shall instruct all
<br />Cardholders to use the Cards and Accounts strictly for the
<br />business or commercial purposes of the Company.
<br />2.2 EMBOSSING; LICENSE TO USE MARKS.
<br />If requested, TD shall prepare Cards bearing the Cardholder's
<br />name and, if the Company so elects, the Company's name,
<br />trademark, or logo (the "Marks"), in a form supplied by the
<br />Company and conforming to 'ID and Visa guidelines. If the
<br />Company elects to have its Marks embossed on the Cards, or
<br />provides them to TD for other purposes, then by doing so the
<br />Company grants TD a non-exclusive limited license to apply
<br />the Marks to the Cards or to use them for the purposes for
<br />which they were provided, so long as they are used solely in
<br />connection with the Program.
<br />2.3 CARD DELIVERY. TD may deliver Cards
<br />and related Program materials to the Company or directly to
<br />the relevant Cardholders. Upon its receipt of any Card, the
<br />Company shall promptly deliver such Card to the Cardholder
<br />named thereon together with any related Program materials
<br />supplied by TD. From time to time during the term of this
<br />Agreement, TD may require the Company to follow certain
<br />security procedures regarding the custody and handling of
<br />Cards. The Company agrees to comply with all such security
<br />procedures.
<br />2.4 CREDIT LIMITS; CHANGES AT THE
<br />DISCRETION OF TD.
<br />(a) Subject to the terms of this Agreement and the
<br />Cardholder Agreements, TD shall authorize extensions of
<br />credit with respect to (a) each Card or Account up to a
<br />specified total dollar amount (the "Account Credit Limit")
<br />set by the Company, and (b) all Cards and Accounts up to a
<br />specified total dollar amount (the "Aggregate Credit Limit")
<br />set by TD from time to time. In no event shall TD be
<br />obligated to grant credit in excess of any applicable credit
<br />limit. TD may at any time investigate the financial condition
<br />of the Company, in connection with the issuance of Cards,
<br />maintenance of Accounts, and establishment of credit limits,
<br />or as otherwise provided in this Agreement.
<br />(b) In its sole discretion, TD may decline to issue or
<br />establish any Card or Account for any Cardholder. In
<br />addition, TD at any time may cancel or suspend the right of
<br />any Cardholder to use any Card or Account. As a result of its
<br />investigation of the Company's financial condition, TD may
<br />increase or decrease any Account Credit Limit, increase or
<br />decrease the Aggregate Credit Limit, modify the time for
<br />payment of any amount due under this Agreement, or require
<br />collateral or additional collateral and the execution of a
<br />security agreement in the form provided by TD. In addition,
<br />TD may suspend the rights of all Cardholders to use any Cards
<br />or Accounts in the event of excessive disputes, or in the event
<br />of excessive loss, theft or unauthorized use of Cards or
<br />Accounts, as determined by TD in its sole discretion. All such
<br />actions may be taken without notice except to the extent that
<br />notice is available through the proprietary system provided by
<br />TD for use under this Agreement ("TD Commercial Plus
<br />Card Online") or as otherwise required by applicable law.
<br />2.5 ISSUANCE, RENEWAL, REPLACEMENT
<br />AND CANCELLATION OF CARDS AND LIABILITY
<br />FOR UNAUTHORIZED USE.
<br />(a) Promptly following its execution of this
<br />Agreement, the Company will provide to TD an initial request
<br />(a "Card Request") either electronically, using TD
<br />Commercial Plus Card Online, or in writing, using a form
<br />provided by TD. Such Card Request shall include the names,
<br />titles, business addresses, phone numbers, birth dates and last
<br />four digits of Social Security numbers of at least ten
<br />Cardholders to whom or for whom the Company wishes TD to
<br />issue a Tangible Card and/or establish an Account. The
<br />Company may, from time to time, submit additional Card
<br />Requests either electronically, using TD Commercial Plus
<br />Card Online, or in writing, using a form provided by TD. The
<br />Company agrees not to submit, without the prior written
<br />consent of TD, a Card Request with respect to any person
<br />whose Card or Account privileges have previously been
<br />cancelled.
<br />(b) Each Card Request must be submitted by a
<br />person identified by Company as a "Program Administrator"
<br />as that term is defined in Section 2.6(b) of this Agreement.
<br />TD shall incur no liability to the Company in acting upon any
<br />Card Request which it believes in good faith to have been
<br />made by a Program Administrator.
<br />(c) Where emergency issuance of a Card is
<br />requested, TD may fulfill such request at an additional charge
<br />as determined by TD from time to time. The current charge in
<br />effect as of the date of this Agreement is set forth in a separate
<br />rebate schedule provided to Company by TD (the "Rebate
<br />Schedule"). If affected through Visa, the Company shall pay
<br />I'D Bank 06/15
<br />Internal
<br />P74
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