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3.5 COMPANY OBLIGATIONS RELATING
<br />TO DISCLOSURE OF ACCOUNT INFORMATION
<br />AND INTERNATIONAL PROGRAMS. The Company
<br />shall clearly disclose to each of its Cardholders the extent, if
<br />any, to which TD will provide Transaction and Account
<br />information to third parties pursuant to Section 3.4 above or to
<br />an alliance bank through an international card program.
<br />Furthermore, the Company agrees not to submit a Card
<br />Request for any individual residing outside the United States
<br />without first obtaining approval from TD.
<br />3.6 UNLAWFUL INTERNET GAMBLING.
<br />Restricted Transactions are prohibited from being processed
<br />through any Account or relationship with TD. In the event TD
<br />identifies a suspected Restricted Transaction, TD may deny
<br />services to the Company, close the Company's Account, and
<br />prohibit future transactions. Notwithstanding the foregoing, in
<br />the event a Restricted Transaction is processed, the Company
<br />will be liable for the transaction.
<br />SECTION 4
<br />LIABILITY FOR USE
<br />4.1 PROMISE TO PAY.
<br />(a) Unless prohibited by applicable law, or
<br />otherwise provided in accordance with any liability waiver
<br />program provided by Visa (the "Visa Liability Waiver
<br />Program"), the Company shall be liable for all
<br />Transactions that result from the Use of any Card or
<br />Account prior to and (with respect to pending Transaction
<br />authorizations) on or after the effective time of a request
<br />for caneellation or termination of a Card or Account (as
<br />provided in Sections 2.5(e) and (1) above), including but
<br />not limited to (i) Transactions by a Cardholder for
<br />business or commercial purposes of the Company in
<br />compliance with this Agreement, (ii) Transactions by a
<br />Cardholder, or a person authorized by a Cardholder, for
<br />personal family or household purposes, for the purpose of
<br />purchasing or carrying, margin stock or securities, or for
<br />any other purpose, in violation of this Agreement, from
<br />which the Cardholder receives a direct or indirect benefit,
<br />and (iii) all Unauthorized Transactions resulting from the
<br />use of the Card or Account prior to (and with respect to
<br />pending Transaction authorizations) on or after the
<br />effective time of a request for cancellation or termination
<br />of a Card or Account (as provided in Sections 2.5(e) and (f)
<br />above). The Company shall not be liable for Unauthorized
<br />Transactions which are authorized after TD receives
<br />notice as provided in accordance with Sections 2.5(e) and
<br />(f) above, and TD has had a reasonable opportunity to act
<br />on such notice; provided, however, that the notice relates
<br />to the Card or Account used in connection with such
<br />Unauthorized Transactions.
<br />(b) Regardless of any Account Credit Limits or the
<br />Aggregate Credit Limit, the Company agrees to pay and
<br />perform when due all of its obligations under this Agreement
<br />("Obligations"), including without limitation:
<br />(i) with respect to all Accounts, the
<br />indebtedness, obligations and liabilities arising under
<br />such Accounts, including, without limitation, all fees,
<br />finance charges and other amounts payable under or
<br />in connection with each such Account; and
<br />(ii) any and all costs (including, but not
<br />limited to, reasonable attorneys' fees and
<br />disbursements, court costs, litigation and other
<br />expenses) incurred in enforcing the obligations of the
<br />Company hereunder.
<br />(c) The Company's Obligations shall be
<br />enforceable irrespective of the validity, legality or
<br />enforceability of the Cardholders' obligations and shall not in
<br />any way be affected by or conditional upon (i) any action
<br />taken under the Cardholder Agreements or the exercise of any
<br />right or power thereby conferred, (ii) the bankruptcy or similar
<br />proceedings involving or affecting a Cardholder, the Company
<br />or others, (iii) any modification, alteration, or amendment of,
<br />or addition to, any Cardholder Agreement whether with or
<br />without the Company's knowledge or consent, or (iv) any
<br />other action, inaction or circumstance whatsoever (with or
<br />without notice to or knowledge of or consent by the Company)
<br />that may in any manner vary the risks of the Company, except
<br />to the extent that notice and/or consent may be required by
<br />applicable law. The Company hereby waives all defenses
<br />based on occurrences of the types described in clauses (i)
<br />through (iv) above.
<br />(d) Except as expressly set forth herein, the
<br />Company hereby waives all presentments; demands for
<br />performance or payment; protests; notices of protest,
<br />nonperformance, dishonor, default and non-payment; notices
<br />of the existence, creation or occurrence of new or additional
<br />obligations by the Cardholders; and all other notices or
<br />formalities.
<br />(e) All amounts due under the Cards and Accounts
<br />shall be billed directly to the Company via periodic statements
<br />and shall be payable in full upon receipt by the Company.
<br />Such statements may, at TD's option, be sent by mail or made
<br />available electronically via TD Commercial Plus Card Online,
<br />the Internet, or other means. The Company shall remit
<br />payment to TD under the terms described herein.
<br />(f) All payments hereunder shall be made in U.S.
<br />dollars and by ACH debit from an account designated by the
<br />Company. In the event that there are insufficient funds in that
<br />account, the Company hereby authorizes TD to charge any
<br />unrestricted deposit account which the Company may
<br />maintain with TD for any payment required hereunder,
<br />without prior notice to the Company.
<br />TD Bank 06/15
<br />Internal
<br />P77
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