The following Product Terms apply to bank-sponsored charge card services provided by Bank Partner to Client as set forth in the Covered Banking Services section of the Banking Services Agreement (collectively, the “Bank-Sponsored Charge Card Services”). These Product Terms are governed by, and incorporated by reference into, the Banking Services Agreement. Capitalized terms not otherwise defined herein are ascribed the same meaning as set forth in the Banking Services Agreement.

1. Definitions.
1.1 “Bank-Sponsored Charge Card Account” means a Bank-Sponsored End User Account at Bank Partner that may be accessed by the Bank-Sponsored Charge Cards.

1.2 “Bank-Sponsored Charge Card Transaction” means a Transaction by an End User or a Bank-Sponsored Charge Card User using a Bank-Sponsored Charge Card:
(a) to obtain credit for a purchase of goods or services;
(b) to make a bill payment or other payment to a third party; or
(c) any other Transaction involving use of a Bank-Sponsored Charge Card, as permitted by Bank Partner, Unit or Client in writing to End User from time to time.

1.3 “Bank-Sponsored Charge Card User” means an employee and/or other permitted person of End User that has been authorized by End User to use a Bank-Sponsored Charge Card to make Bank-Sponsored Charge Card Transactions on End User’s behalf as an authorized user of End User’s Bank-Sponsored Charge Card Account.

1.4 “Bank-Sponsored Charge Card User Agreement” means the terms entered into by Bank-Sponsored Charge Card Users that govern the provision of Banking Services by Bank Partner.

1.5 “Bank-Sponsored End User Account” means the account for an End User opened on the Unit Platform to track the Bank-Sponsored Charge Card Transactions from Bank-Sponsored Charge Card Users associated with such End User and repayments of such Bank-Sponsored Charge Card Transactions by End User.

1.6 “Compliance Policy” or “Compliance Policies” means the policies, in a form approved by Bank Partner, that are maintained and implemented by Client to ensure compliance of the program for Bank-Sponsored Charge Cards with Applicable Law. The following are examples of the regulations and/or subjects that such Compliance Policies shall address: Bank Secrecy Act (BSA)/Anti-Money Laundering (AML)/Office of Foreign Assets Control (OFAC); Business Resumption/Contingency Planning & Testing, Change Management; Complaint Management; Compliance Management; E-Sign; Gramm-Leach-Bliley Act and implementing regulations promulgated thereunder, including the standards for safeguarding customer information or Customer Information as set forth in 12 CFR 364 and 16 CFR 314, Interagency Guidelines Establishing Information Security Standards, all as they may be amended, supplemented and/or interpreted in writing from time to time by any Regulatory Authority (GLBA); Unfair, Deceptive and Abusive Acts and Practices (UDAAP);  Reg V-Fair Credit Reporting Act (FCRA), Reg E-Electronic Fund Transfer Act; Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA) and implementing regulation, Regulation GG; Right to Financial Privacy; Servicemembers Civil Relief Act; Military Lending Act; Telephone Consumer Protection Act (TCPA); and Fair and Accurate Credit Transactions Act and Identity Theft Red Flags and Address Discrepancies Rules (Red Flags Rule).  Any Compliance Policies referenced under these Product Terms shall be Policy Documents as defined in the Banking Services Terms.

1.7 “Eligibility Criteria” has the meaning in Section 3.3(b).

1.8 “Governing Documents” means these Product Terms, the Banking Services Agreement, the Client Services Agreement, the applicable End User Agreement, the applicable Bank-Sponsored Charge Card User Agreement and any other terms and conditions that may be applicable to the Bank-Sponsored Charge Cards or Bank-Sponsored Charge Card Services from time to time.
1.9 “PCI DSS” has the meaning in Section 6.
1.10 “Receivables” has the meaning in Supplement A (Bank-Sponsored Charge Card Receivable Sale Supplement) attached hereto.

1.11 “Underwriting Policy” means a documented underwriting policy, subject to Section 3.3, as such policy may be amended, modified or supplemented from time to time.‍

2.0 Application.
2.1 As a condition of receiving the Bank-Sponsored Charge Card Services, making Bank-Sponsored Charge Card Transactions, and permitting Bank-Sponsored Charge Card Users to make Bank-Sponsored Charge Card Transactions, an authorized representative of End User must apply for and be approved by Bank Partner for use of the Bank-Sponsored Charge Card Services and for a Bank-Sponsored Charge Card Account. Bank Partner will sponsor a unique BIN range which Bank Partner will use to facilitate the issuance of Bank-Sponsored Charge Cards for use within the applicable network and subject to the terms of the Governing Documents.

2.2 In connection with such application and for any other lawful purpose, Client acknowledges and agrees that in connection with the approval of any End User for uses of the Bank-Sponsored Charge Card Services and for a Bank-Sponsored Charge Card Account, Bank Partner or its service providers, including Unit, will be authorized under the applicable Governing Documents as needed to obtain information about End Users and provide such information about End Users to credit reporting agencies and other third parties. Such information may include, without limitation, End User’s name, address, credit history, information about End User’s principal owners and control persons, and other information regarding End User.

‍3.0 End Users and Charge Card Users.
3.1 Authorization of End Users. Subject to the terms of the Governing Documents, Bank Partner may approve End Users and Bank-Sponsored Charge Card Users associated with such End Users. Upon Bank Partner approval of an End User, a Bank-Sponsored End User Account will be opened on the Unit Platform. Each Bank-Sponsored End User Account will be used to track the Bank-Sponsored Charge Card Transactions associated with the Bank-Sponsored Charge Card Users associated with such End User. Any repayments by an End User to the Bank-Sponsored End User Account shall be reflected in the outstanding balance of Bank-Sponsored Charge Card Transactions on the Bank-Sponsored End User Account. All Bank-Sponsored Charge Card Transactions on a Bank-Sponsored End User Account will be attributable to and reflected on the End User’s Bank-Sponsored Charge Card Account.

3.2 Authorization of Bank-Sponsored Charge Card Users. Subject to the terms of the Governing Documents, End User may authorize Bank-Sponsored Charge Card Users to make Bank-Sponsored Charge Card Transactions. Client acknowledges and agrees that (a) none of the Governing Documents establishes a contractual or any other legal relationship between any End User or Bank-Sponsored Charge Card User and Unit; and (b) Client shall not take any actions to claim, imply, or assert that there is any contractual or legal relationship between End Users or Bank-Sponsored Charge Card Users and Unit with respect to the Bank-Sponsored Charge Cards.

3.3 Eligibility.
(a) Unit will maintain a form of Underwriting Policy that conforms in all material respects to the Bank-approved policy for credit underwriting under the program for Bank-Sponsored Charge Cards.
(b) Client shall maintain documented criteria and procedures for determining eligibility to become an End User or Bank-Sponsored Charge Card User (collectively, “Eligibility Criteria”). The Eligibility Criteria must, at a minimum, conform to the Underwriting Policy and be provided in the format indicated in the Underwriting Policy. Client shall provide the Eligibility Criteria to Bank Partner for prior review, revision and approval (i) prior to making Bank-Sponsored Charge Cards available to End Users or Bank-Sponsored Charge Card Users for the first time; and (ii) prior to making any material change to such Eligibility Criteria.
(c) Client, on behalf of Bank Partner and subject to Bank’s oversight and discretion, may be allocated responsibility for the application of the Underwriting Policy and Eligibility Criteria in connection with Bank-Sponsored Charge Cards. To the extent that Client is responsible for the application of the Underwriting Policy and Eligibility Criteria, Client shall strictly adhere to these policies and shall be responsible for any deviation or failure to apply these policies as approved by Bank Partner. Client agrees that its adherence to the Underwriting Policy and Eligibility Criteria is subject to the monitoring, testing and audit of Bank Partner. The timing and scope of such monitoring, testing and audit shall be in the sole discretion of Bank Partner. Client agrees to provide current and/or historical Eligibility Criteria promptly upon request by Bank Partner or Unit.

3.4 Compliance Oversight.
(a) Client shall maintain and implement documented Compliance Policies in forms approved by required by Bank Partner. Client shall provide each Compliance Policy to Bank Partner and Unit for prior review and approval (i) prior to making Bank-Sponsored Charge Cards available to End Users or Bank-Sponsored Charge Card Users for the first time; and (ii) prior to making any material change to such Compliance Policy. Client shall review and, as necessary, update, subject to the prior review and approval of Bank Partner, the Compliance Policies on at least an annual basis. Client agrees to provide current and/or historical Compliance Policies promptly upon request by Bank Partner. Client agrees to maintain and enforce all Compliance Policies throughout the Term and ensure that such Compliance Policies comply in all respects with Applicable Law.
(b) Bank Partner and Unit reserve the right not to make available or to cease making available, as applicable, the Bank-Sponsored Charge Card Services to Client if Bank Partner or Unit determines in its sole discretion that any aspect of the program creates material reputational, operational, or regulatory risk for Bank or Unit, or upon the request of any Governmental Authority. Client acknowledges and agrees that Client shall at all times remain compliant with the Underwriting Policy, Eligibility Criteria and Compliance Policies and shall only approve End Users or Bank-Sponsored Charge Card Users if in compliance with the Underwriting Policy, the Eligibility Criteria and Compliance Policies.‍

4.0 Fees and Charges.
4.1 Client Fees. All fees owed by Client to Unit in connection with the Bank-Sponsored Charge Card Services are set forth in the Client Services Agreement.
4.2 End User and Charge Card User Fees. All fees that Client wishes to charge to End Users or Bank-Sponsored Charge Card Users must be submitted for prior review and approval by Bank Partner and Unit.

5.0 Sale of Receivables.

Bank Partner agrees to sell, from time to time, to Client, and Client agrees to purchase, from time to time, from Bank Partner certain Receivables related to the Bank-Sponsored Charge Cards pursuant to the terms and conditions of Supplement A attached hereto.

6.0 PCI DSS. To the extent applicable to Client, Client will comply with all applicable data privacy and security requirements under the Payment Card Industry Data Security Standards (“PCI DSS”). If applicable, upon Bank Partner’s or Unit’s request, Client will provide documentation demonstrating Client’s PCI DSS compliance. If Client is required to be PCI DSS compliant and is not PCI DSS compliant, Bank Partner or Unit may suspend the Platform Services. Unless otherwise required by Applicable Law or a Governmental Authority or determined by Bank Partner in its discretion, Bank Partner and Unit shall provide Client with thirty (30) days after providing notice to Client to become compliant before enacting such suspension.

SUPPLEMENT A (BANK-SPONSORED CHARGE CARD RECEIVABLE SALE SUPPLEMENT) TO BANK-SPONSORED CHARGE CARD PRODUCT TERMS

1.0 Definitions.

1.1 “Collections” mean, with respect to each Receivable, all payments and all amounts received in respect of such Receivable (regardless of the source), including but not limited to payments of principal and interest collected or received, and all proceeds of such Receivable.

1.2 “Control Agreement” means, with respect to the Reserve Account, any deposit control account agreement in effect from time to time with respect thereto, in each case in form and substance acceptable to Bank Partner and Unit, pursuant to which Bank Partner obtains “control” (within the meaning of Section 9-104 or Section 8-106, as the case may be, of the applicable UCC) of the Reserve Account. For the avoidance of doubt, the “Control Agreement” with respect to the Reserve Account established at Bank Partner shall be the rights, duties and obligations arising under the Banking Services Agreement.

1.3 “Insolvent” means, with respect to any specified Person, the failure of such Person to pay its debts in the ordinary course of business, the inability of such Person to pay its debt as they come due or the condition whereby the sum of such person’s or entity’s debts is greater than its assets.

1.4 “Outstanding Principal Balance” means, with respect to any Bank-Sponsored Charge Card Account at any date of calculation, the original principal balance owed by the related End User, less all payments of principal payments received from the End User.

1.5 “Purchase Price” means, for each Receivable, the Outstanding Principal Balance.

1.6 “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

1.7 “Receivables” means, with respect to each Bank-Sponsored Charge Card Account, the right to receive the Collections in respect of such Bank-Sponsored Charge Card Account, including, but not limited to, any existing, as well as the right to payment of any future, late fees, returned check fees and any and all other fees and charges and other obligations of such End User with respect to such Bank-Sponsored Charge Card Account, and shall be set forth on the funding statement (the “Funding Statement”) for purchase by Client hereunder, and shall include (a) any and all security interest of Bank Partner pertaining to the Receivables, (b) all payments applicable to such Receivables that are received or receivable and all other amount due or to become due on or after the related Receivables Purchase Closing Date, and (c) all books and records and other rights, interests, benefits, proceeds, remedies and claims arising from or relating to such Receivable.

1.8 “Receivables Purchase Closing Date” means the next Business Day following the related Receivables Purchase Funding Date.

1.9 “Receivables Purchase Funding Account” means initially, the account of Bank Partner designated prior to the Effective Date, or any account designated by Bank Partner by written notice to Client after the Effective Date, provided that Bank Partner shall give Client at least five (5) Business Days prior written notice of any change to the Receivables Purchase Funding Account.  

1.10 “Receivables Purchase Funding Amount” means, with respect to any Receivables Purchase Closing Date, the aggregate Purchase Price of all Receivables to be sold to Client by Bank Partner on such Receivables Purchase Closing Date as set forth on the related Funding Statement.

1.11 “Receivables Purchase Funding Date” means any day on which Bank Partner receives a Funding Statement from Client; provided, however, that if Bank Partner receives any such Funding Statement (a) on a day that is not a Business Day or (b) after 12:00 pm Eastern Time on a Business Day, Bank Partner may delay the Receivables Purchase Funding Date to be the immediately succeeding Business Day.  

1.12 “Required Balance” means the amount set forth for the Reserve Account set forth in the Banking Services Agreement.

1.13 “Reserve Account Property” means (a) the Reserve Account, (b) all property (including all cash, financial assets, investment property and security entitlements) from time to time deposited in, carried in or credited to, or required to be deposited in, carried in or credit to, the Reserve Account, (c) all funds from time to time deposited in or credited to, or required to be deposited in or credited to, the Reserve Account, (d) all credit balances related to the Reserve Account, (e) all rights, claims and causes of action of Client with respect to the Reserve Account, and (f) all proceeds of the foregoing.

1.14 “Reserve Account Bank” means Bank Partner or another financial institution agreed upon by the Parties.

2.0 Purchase of Receivables; Bill of Sale; Payment to Bank.

2.1 Purchase of Receivables. On each Receivables Purchase Closing Date, Bank Partner hereby agrees to sell, assign, set-over, transfer and otherwise convey to Client, without recourse to Bank Partner, and Client agrees to purchase, one hundred percent (100%) of the Receivables originated since the last Receivables Purchase Closing Date (or, on the first such date, since the date hereof). For the avoidance of doubt, Client shall purchase on the terms set forth in this Supplement all Receivables relating to a Bank-Sponsored Charge Card Account originated by Bank Partner on or prior to the date on which this Supplement or the Banking Services Agreement terminates, regardless of whether any such Receivables are identified on a Funding Statement.

2.2 Payment to Bank. On each Receivables Purchase Closing Date, in consideration of Bank Partner’s agreement to sell, transfer, assign, set-over, transfer and convey to Client the Receivables, Bank Partner shall withdraw the Receivables Purchase Funding Amount from the Receivables Purchase Funding Account no later than 8:00 am Eastern Time. Following each Receivables Purchase Closing Date, Bank Partner shall make available to Client electronically via SFTP, or through another agreed upon method, an electronic record evidencing the purchase of the Receivables by Client.

2.3 Pre-Funding of Receivables Purchase Funding Account.  Client shall at all times maintain funds in the Receivables Purchase Funding Account in an amount which may be specified, subject to adjustment in Bank Partner’s reasonable discretion (the “Receivables Purchase Funding Account Required Balance”). In the event the amount on deposit in the Receivables Purchase Funding Account is at any time less than the Receivables Purchase Funding Account Required Balance, Client shall deposit into the Receivables Purchase Funding Account an amount equal to the excess of (a) the Receivables Purchase Funding Account Required Balance over (b) the amount on deposit in the Receivables Purchase Funding Account.  

3.0 Ownership of Receivables; Servicing of Bank-Sponsored Charge Card Accounts.

3.1 Ownership. Upon receipt by Bank Partner of Client’s payment of the Purchase Price for a Receivable, Client shall be the sole owner for all purposes (e.g., tax, accounting and legal) of each such Receivable purchased from Bank Partner on such date.  Each of Client and Bank Partner agrees to make entries on its books and records to clearly indicate the sale of each Receivable sold to Client hereunder. It is expressly agreed and understood that Bank Partner will not assume and shall not have any liability to Client for the repayment of any portion or all of any debt service by the End User or any Purchase Price after the related Receivables Purchase Closing Date.

3.2 Servicing of Bank-Sponsored Charge Card Accounts Related to the Receivables. The Receivables are being sold on a servicing-retained basis, such that Bank Partner shall remain responsible for the servicing of the related Bank-Sponsored Charge Card Accounts. Notwithstanding the foregoing, Bank and Client acknowledge and agree that Bank has appointed Client to service the related Bank-Sponsored Charge Card Accounts and Client has accepted such appointment.

3.3 True Sale. It is the express intent of the Parties hereto that the conveyance of the Receivables by Bank Partner to Client, as contemplated by this Agreement be, and be treated as, a sale by Bank Partner to Client.  The Parties hereto acknowledge and agree that the Purchase Price of each Receivable is the fair and reasonably equivalent value of such Receivable. It is, further, not the intention of the Parties that such conveyance be, or be deemed, a pledge of the Receivables by Bank Partner to Client to secure a debt or other obligation of Bank Partner.  However, in the event that, notwithstanding the intent of the Parties, the Receivables are held by a court to continue to be property of Bank Partner then (a) this Supplement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code, (b) the transfer of Receivables provided for herein shall be deemed to be a grant by Bank Partner to Client of a security interest in all of Bank Partner’s right, title and interest in and to the Receivables and all amounts payable on such Receivables in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of such Receivables into cash, instruments, securities or other property, to the extent Client would otherwise be entitled to own such Receivables and proceeds pursuant to this Supplement, (c) the possession by Client, any of its assigns or an agent or custodian on behalf of Client or any lender to Client or any of its assigns and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code, and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Client for the purpose of perfecting such security interest under Applicable Laws.  Any assignment of the interest of Client shall also be deemed to be an assignment of any security interest created hereby.  Client and Bank Partner shall, to the extent consistent with this Supplement, take such actions as may be reasonably necessary to ensure that, if this Supplement were deemed to create a security interest in the Receivables, such security interest would be deemed to be a perfected security interest of first priority under Applicable Laws.

4.0 Reserve Account.

4.1 Reserve Account. Client shall establish a Reserve Account with the Reserve Account Bank in accordance with the terms and conditions set forth in the Agreement and the Client Services Agreement, as applicable, and fund such Reserve Account with immediately available funds in an amount at least equal to the Required Balance.  Client shall maintain the Reserve Account with the Reserve Account Bank and maintain an amount at least equal to the Required Balance during the Term.  To the extent the Reserve Account Bank is a bank other than Bank Partner, the Reserve Account shall at all times be subject to a Control Agreement reasonably acceptable to Bank.

4.2 Required Balance. Client shall at all times maintain funds in the Reserve Account at least equal to the Required Balance.  

4.3 Security Interest. To secure the timely payment of the Purchase Price for each Receivable sold hereunder and all obligations owing by Client related thereto and the performance and observance of all the obligations and liabilities of Client incurred under this Supplement and any other Governing Documents to which Client is a party (collectively, the “Obligations”), Client hereby conveys, warrants, assigns, transfers, pledges and grants a first priority security interest unto Bank Partner in all right, title, interest, claims and demands of Client, wherever located, whether now or hereafter existing, owned or acquired in, to or under the Reserve Account Property.  In furtherance thereof, Client agrees to take such measures as Bank Partner may reasonably require to perfect or protect such first priority security interest. Client hereby authorizes (and, if necessary, agrees to execute and deliver) any necessary filings to create, perfect, maintain and enforce this security interest. Client represents and warrants that there are no liens or encumbrances on the Reserve Account, and Client shall not create any lien or encumbrance on the Reserve Account without the prior consent of Bank Partner. Bank Partner shall have all of the rights and remedies of a secured party under Applicable Laws in relation to the Reserve Account and the amounts at any time on deposit therein, and shall be entitled to exercise those rights and remedies in its discretion.

4.4 Right to Withdraw. Without limiting any other rights or remedies of Bank Partner under the Banking Services Agreement, or any other agreement, Bank Partner shall have the right to withdraw amounts from the Reserve Account, upon delivery of notice to Client regarding such withdrawal, to fulfill any Obligations that remains unpaid under this Supplement or the Governing Documents.

4.5 True Up. Client shall not have any right to withdraw amounts from the Reserve Account during the Term except as provided in the Banking Services Agreement.  

4.6 Release of Funds. Any funds remaining in the Reserve Account after the expiration or termination of the Banking Services Agreement and any applicable Transition Period shall be released in accordance with the terms and conditions of the Banking Services Agreement, as applicable.

5.0 Representations and Warranties of Bank. Bank Partner hereby represents and warrants to Client, as of the Effective Date and each Receivables Purchase Closing Date that:

5.1 Bank Partner has the complete and unrestricted right and authority to sell, convey, assign, transfer and deliver to Client, all of the Receivables being sold to Client pursuant to this Supplement, provided that such sale shall be without any recourse to Bank Partner and without any representation or warranty on the part of Bank Partner, whether expressed or implied, except as set forth in the Agreement;

5.2 Bank Partner is the sole owner and holder of each Receivable to be purchased and upon the sale of such Receivable, Client will receive each Receivable, free and clear of any liens, pledges or encumbrances created or incurred by Bank Partner; and

5.3 With respect to any Receivable, Bank Partner has not altered the terms or the balance of such Receivable or the related Bank-Sponsored Charge Card Accounts.

The representations and warranties set forth in this Section 5 shall survive the sale, transfer, set-over, and assignment of the Receivables to Client pursuant to this Supplement.  

6.0 Representations and Warranties of Client. Client hereby represents and warrants to Bank Partner, as of the Effective Date and each Receivables Purchase Closing Date that:

6.1 The execution, delivery and performance of this Supplement by Client comply with all Applicable Laws;

6.2 Client has or will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to timely pay all amounts to be paid by it under this Supplement;

6.3 Client is not Insolvent and does not believe, nor does it have any reason or cause to believe, that the performance of its obligations under this Supplement will cause it to become Insolvent;

6.4 Any liability incurred by Client or its affiliates for any financial advisory fees, brokerage fees, commissions or finder’s fees directly or indirectly in connection with this Supplement or the transactions contemplated hereby will be borne by Client;

6.5 Client is in compliance with all Applicable Laws and agrees to maintain policies and procedures in accordance with Applicable Laws; and

6.6 Client is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended and is not owned or controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The representations and warranties set forth in this Section 6 shall survive the sale, transfer, set-over, and assignment of the Receivables to Client pursuant to this Supplement and shall be made continuously throughout the Term.

7.0 Transfer Taxes; Property Taxes. Notwithstanding anything in this Supplement or the Banking Services Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of the Receivables contemplated by this Supplement (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Client.  For all purposes of this Supplement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to the Receivables purchased by Client hereunder shall be the responsibility of Client, including all such Property Taxes relating to any period prior to the purchase by Client hereunder.  For tax returns with respect to Property Taxes, Client will file or cause to be filed such tax returns.  Bank Partner shall cooperate with Client in connection with the preparation of any such tax return to the extent such tax return relates to any Receivable during any time owned by Bank Partner.  Client agrees to reimburse Bank Partner, upon receipt by Client from Bank Partner of a written invoice, for any Transfer Taxes or Property Taxes relating to any Receivable purchased by Client hereunder and paid by Bank Partner.

8.0 Conditions Precedent to the Obligations of Bank. Bank Partner’s obligations under this Supplement are subject to the satisfaction of the following conditions precedent on or prior to each Receivables Purchase Closing Date:

8.1 The representations and warranties of Client set forth in the Governing Documents shall be true and correct in all respects on each Receivables Purchase Closing Date as though made on and as of such date;

8.2 No action or proceeding shall have been instituted or threatened against Bank or Client to impede, prevent or restrain the initiation and completion of the purchase or other transactions contemplated hereby, and, on each Receivables Purchase Closing Date, there shall be no injunction, decree, or similar impediment or restraint preventing or restraining such consummation;

8.3 This Agreement and each Governing Document shall be in full force and effect; and

8.4 The obligations of Client under each of the Governing Documents to be performed on or before each Receivables Purchase Closing Date shall have been performed as of such date by Client.

9.0 Conditions Precedent to the Obligations of Client. The obligations of Client under this Supplement are subject to the satisfaction of the following conditions precedent on or prior to each Receivables Purchase Closing Date:

9.1 The representations and warranties of Bank Partner set forth in the Governing Documents shall be true and correct in all respects on each Receivables Purchase Closing Date as though made on and as of such date;

9.2 No action or proceeding shall have been instituted against Bank Partner to impede, prevent or restrain the initiation and completion of the purchase or other transactions contemplated hereby, and, on each Receivables Purchase Closing Date, there shall be no injunction, decree, or similar impediment or restraint preventing or restraining such consummation;

9.3 This Supplement and each Governing Document shall be in full force and effect; and

9.4 The obligations of Bank Partner under each of the Governing Documents to be performed on or before each Receivables Purchase Closing Date shall have been performed as of such date by Bank Partner.

10. Term and Termination.

10.1 Term. This Supplement shall have the Term set forth in the Banking Services Agreement.

10.2 Termination.

(a) Either party shall have the right to terminate this Supplement, but not the program for Bank-Sponsored Charge Cards established pursuant to the Product Terms, immediately upon written notice to the other party if the other party fails to perform its obligations in any material respect under this Supplement and such failure is not cured within forty-five (45) days after written notice of such failure is given by the notifying party; and

(b) Bank Partner may immediately terminate this Supplement upon written notice to Client (i) if Client defaults on its obligation to make a payment to Bank Partner provided in Section 2 of this Supplement or (ii) if Client fails to maintain the Required Balance.

10.3 Effect of Termination. Upon termination of this Supplement, Client or one or more successors, as approved by Bank Partner, shall purchase any Receivables related to any Bank-Sponsored Charge Card Accounts that have been originated by Bank Partner under the Bank-Sponsored Charge Card Accounts program that (a) have not theretofore been purchased by Client hereunder or (b) are subject to Client’s purchase obligations under Section 2, all such purchases to be made in accordance with the provisions of this Supplement. The termination of this Supplement shall not discharge any party from any obligation incurred prior to such termination. The terms of this Section 10 shall survive the expiration or earlier termination of this Supplement. For the avoidance of doubt, the termination of this Supplement shall not automatically terminate the Bank-Sponsored Charge Card Product Terms or the program for Bank-Sponsored Charge Cards established pursuant to the Product Terms.

11.0 Expenses. Except as set forth herein, each of the Parties shall bear the costs and expenses of performing their respective obligations and duties under this Supplement. Each of the Parties shall be responsible for payment of its own federal, state or local taxes or assessment associated with the performance of their respective obligations and duties under this Supplement.

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