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ling in Arbitration Panel, shall have the power to award recovery of all costs and fees (including
:ederal attorney's fees, administrative fees, and arbilrator's fees) to prevailing party. Arbitrators shall be
by this empowered to impose sanctions and to take such other actions as they deem necessary to Ihe
rather same exlent ajudge could pursuant to the Federal Rules of Civil Procedure, the applicable State
Jrsued Rules of Civil Procedure and applicable law. Arbilralor(s) shall be empowered, at the written
requast of any Party in any Dispute, 1) to consolidate in asingle proceeding any multiple party
claims that are substantially identical or bssed upon the same underlying transaction; 2) 10
consolidate any claims and Disputes between olher Parties which arise out of or relale to the
subject mstter hereof, including all claims by or against borrowers, guarantors, surelies andlor
accordance with Rule 23 of the Federal Rules of
the first arbitralor(s) selected
unless disqualified due to
subject 10 further review or appeal excapt as otherwise allowed
(e) Mlacelianeoue: To the maximum extent practicable,
owners of collateral; and 3) to administer mulliple arbnration claims as class actions in
Panel, es appropriate) and the parties shall take any action necessary to require that 'an
arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute
with the AM, Arbitration shall be conducted at alocation mutually
agreeable to the pMies, or if they cannot agree, then in the state of the applicable substantive
law designated in the Documents relating to the Dispute at a location selected by the
Administrator. Wrth respect 10 any Dispute, each party agrees that all discovery activitiee shall
be expressly limited to metters directly relevant 10 the Dispute and any Arbitrator, Arbitration
Panel and the AM shall be required to fully enforce this requirement. Each party agrees to keep
all Disputes to arbitration proceedings strictly confidential, except for disclosures of
information required in the ordinary course of bUSiness of the parties or by applicable law or
regulation. This Arbitration Program shall be construed in accordance with the Federal
Arbitration Act, other applicable Federal law, and applicable law of the state of South Dakota
unless and except to the extent that another is soecificallY for
LIMITATIONON LAWSUITS. Customer agrees that any lawsuit based upon any cause of action
which CUslOmer may have against Bank must ba filed within one year from the date that arises
or Customer will be barred from filing the lawsuit. This limitalion is intended to include tort,
contract, and all other causes 01 action for which Customer and Bank may lawfully contract to
set limitations for bringing suit.
JOO. A TELEPHONE TRANSFERS, Customer aUlhorizes Bank to make transfers, up to the available
j bya Credit Limit, between the Aocount and other designated accounts specified in writing, upon
1Y two Bank's receipl of instructions from any of Customer's owners or principals. Ten days after a
Never, Customer applies for telephone transfer capabilities, the first telephone transfer request can be
and made. Each telephone transfer request mey take up to three business days for processing, Bank
relief will have no liability for any transfer mede upon the written or verbal requast of any parson
believed by Bank in oood faith to have been authorized by Customer to submit tha request.
and hold Bank harmtess from and against any damages, liabilities,
costs or expenses (including attorney's fees) arising out of any claim by Customer or any third
party against Bank in connection with Bank's pertormance 01 translers as described above.
FOREIGN CURRENCY TRANSACTIONS, If you use your Business Card to engage in a
transaction in acurrency other than U.S. dollars ("Foreign Currency Transaction"), that amount
will be converted into U,S. dollars before posting to your Account.
Foreign Currencv Transaction Procedures: If aForeign Currancy Transaction occurs, and the
us by the merchant itself, MasterCard International or
card is used, will convert the transaction into a
CREDIT REPORTS AND RE·EVALUATION OF CREDIT. Customer authorizes Bank to obtain
business and personal credit bureeu reports in the name of the Customer and guaranlor(s) at
any time. Customer agrees to submit to Bank current financial information in the name 01 the
Customer,and to submit or cause guarantor(s) to submit to Bank current financial information in
the name of the guaranlor(s) at any time upon request. Such informetion shall be used for the
purposes of evaluating or re'evaluating Customer's and guaranlor(s)' creditworthiness. Upon
detennination that Customer's or guarantor(s)' creditworthiness has changed adversely or does
not satisfy Bank's current credit standards, Bank may close or lower llie Credit Limit on any or
alt Accounts, Bank mey report its credft experience Customer and its Account(s) 10 third
pMies. Customer agrees that Bank mey releese inlonnatlon about Customer or Customer's
Account to other Wells Fargo companies.
RIGHT TO TERMINATE AN ACCOUNT. Bank may terminate any or all of Customer's Accounts
at any time, or reduce the amount of Customer's Credit limit on any or all of Accounts, without
notice, subject to applicable law, even though Customer may not have defaulted on any
Account. If Bank terminates an Account, Customer agrees to destroy any Business Card(s) or
SUPERCHECKS drafts issued on that Account. Customer agrees that it will continue to be
responsible for full payment of the balance on the closed Account(s) and all charges to the
Account(s), including, without limitation: SUPERCHECKS advances, Purcheses and Cash
Advances that post after terminetion of the Account and any Finance Charge and Other
Charges. Any principal/owner of Customer may cancel the Account at any time upon written
nolificalion to Bank.
CHANGE IN TERMS OF AN ACCOUNT. Bank may unilaterally change any of the terms 01
any 01 Customer's Accounts at Bank's sole dlscrellOll at any tlma. Bank will provide
Customer with such notice as is required by law, by mailing such notice to Customer at the latest
address shown in Bank's records. Subject to applicable law and provided Bank does not notify
Customer otherwise, any changes will apply to the current balance 01 its Accounts as well as to
LIABILITY FOR UNAUTHORIZEDUSE, Bank will not hold Customer liable for the
use of Account subject to the following:
LAWS GOVERNtNG THIS AGREEMENT, The laws of the state 01 South Dakota (excluding its
conflict of law provisions) and of the Unfted States of America shall govern Ihis Agreement. If
any part of this Agreement cannot be enlorced, this fact will not affect the rest ofthis Agreement.
Bank may delay or forego enforcing any of its rights or remedies under this Agreement wilhout
losing them. Notwithstanding anything to the contrary, this Agreement shall not require or permit
the payment, taking, reselVing! receiving, collectionor charging of any sums constituting interest
that exceed any meximum amolint of interest parmitted by applicable law. Any such excess
interest shall be credited against the then unpaid principal balance or refunded to' Customer.
Without limiting the foregoing, all calculations to determine whether Interest exceeds the
meximum amount shall be made by amortizing, pro-rating, allocating and spreading such sums
over the full term 01 the loan, including all prior and subsequent renewals and extensions.
Chapter 346 of the Texas Rnence Code (which regulates certain credit accounts) shall
not apply to any revolving loan Aocounts existing undar Ihis Agreement.
IMPORTANT NOTICE TO CUSTOMERS WHO CONTACT BANK BY PHONE, To ensure that
Customer's inquiries are handled promptly, courtsously and acourately, some of the telephone
calls betwean Bank employees and Customers may be monitored or recorded by
mlToo SERVICE. For TIYtTDD sarvioe, contact atelaphona reley servica provider,
WF Business Payment Processing, PO Box 54349, los Angeles,
and correspondence to: Wells Fargo, Business Operations Support,
Sacramento, CA 95834
CHANGES OF ADDRESS, TELEPHONE NUMBER, OR NAME, Customer agrees to
immediately notify Bank In writing of any change of buslnees or mailing address,
telephone number, or business name.
©2006 Wells Fargo Bank, N.A. All rights reserved. M·79044
(Visa!!> Business card and MasterCard BusinessCard
Effective April 1, 2006
CREDIT LIMIT, The Limit of an Account Is shown in separate correspondence provided
to Customer at the time an Account is opened, and on each of the periodic (billing)
statements issued lor that Account. Customer agrees not to use or permit the use of an Account
in any way that will cause an Account to exceed its Credit Limit. Customer agrees that It is
responsible for repaying outstanding advances under the Account, Including but not limited to
those that exceed its Credit limit. Bank may, at its option, assess an Ovenimit Fee, close the
Account, any01 ils other remedies under this Agreement, and reduce your Credit limit
without notice to you, except in those situations where notice Is required by law.
PROMISE TO PAY, Customer agrees to pay Bank, whan due, the IOtal of all purchases and
made on the Account. Customer also promises to pay the total of any Finance
afinancial instilulion or an
credit cards ("Cash
inquiries using your
Ffifgd' ATMs, or any ATM
all costs and
SUPERCHECKS'" ADVANCES, SUPERCHECKS drafts are designed for use with an Account.
The drafts mey be used like normal bank checks. When the Bank receives adraft, the Bank will
pay il by advancing tile amount of lhe draft from the Account unless tha Account is delinquent,
in default, closed or the draft would cause the balance to go over the Credit limit of the Account.
You mey not write SUPERCHECKS drafts as payment.for your Account. All SUPERCHECKS
drafts must be written in U.S. dollars. No fees are assessed when ordering SUPERCHECKS;
however, Transaction Finance Charges may apply when the drafts are used. If you have a
SUPERCHECKS Stop Payment: Bank does not guarantee the stop payment of a
SUPERCHECKS draft; however, we will make eveJy aitempt to stop payment of the draft within
areasonable period of time after we receive your stop payment order, provided all information
gwen to us is accurate and and the draft has not already beenpaid. The stop will remain
on our system for six months, unless the stop is revoked or the Hem is stopped. After six months, if
Customer decides to re·enter the stop payment, the Bank must be contacted at that time.
AUTHORIZATIONS. All transactions on your Account are subiect to prior approval by Bank
• If you choose both adeposit account and acredtt A,count as overdraft protection, you can
designate the account from which you want the funds advanced first,
• If you do not designate an account, Bank will automatically advanca funds from your credit
Account first, subject to credtt availability .under this Agreement, and then from your deposit
account. If there is not enough available credit to cover the entire amount of an item
presented for payment in the Checking Account, the item may be returned unpaid.
• Overdraft protection can also help you.avoid having items returned due to holds placed on
deposits to' your Checking Account and can allow you' access to your Checking Account
funds (up to the amount of available credit in your credit Account) while the hold is in place.
Rnance Charges to all
advance balances from the dale of· each advance,
WELLS FARGO BUStNESS CARD REWARDS PROGRAM"', The Business Card Rewards
program allows Customers to earn points redeemable for specific rewards. If Customer elects
to participate in the Business Card Rewerds program, a$50 enrollment fee will be.billed annually
to each Account enrolled separately in the membership program. In the event the Primary
Account holder elects 10 heve Sub·Account holder's points credtted to the Primary Account,
there will be no extra charge for this benefit except for the annual enrolment fee charged to the
Primary Account holder's Account. Complete details provided upon enrollment.
BllUNG OPTIONS: Account may be estabtished with Individual Billing or Consolidated Billing.
• fndividualBillina: Each Business Card will produce aseparate periodic statement that must
a singte Control Account is
Tha Control Account consolidates all linked sub·Account
periodic statement. All payments must be made to the Control
PAYMENTS, Customer will receive a separate periodic statement ever! month for each
Account. The New Balance shown on the statement is the total 01 all unpaid obligations that have
been posted to an Account as of the Statement Closing Date shown on the statement. Customer
may pay the Total Amount Due shown on the statement or.any greater amount, but Bank must
receive at least the Total Amount Due shown on tha statement, in immediately available U.S.
funds drewn on aU,S. bank, by the Current Payment Due Date shown on the statement. The
Current Payment Due Dale will be at least 21 days after the Statement Closing Date, and the
calendar day due will very from month to month. We may refuse to accept any payments by
third·DariV ch!K:k or draft that have been endorsed lou< or which have basn drawn
Total Amount Due: The Total Amount Due shown on lila stalement is
Payment Due PLUS any Past Due Amount.
Due shown on the remittanca coupco is
Alternative Mtnlmum Payments: Some Accounts are established with additional Minimum
Payment Requirements. Please refer to the separate doouments provided at Account opening
for a of the Alterll<!live Minimum Payment calculations.
Automattc Payment: Automatic Payment selVice facilitates pre-scheduled autornatic payrnents
from adeposit eccount designated by you to pay your Account any month abalance is due. You
mey authorize payment of the Total Amount Due, or agreater amount. We may require that you
provide such an authorization as acondition of approving your Account and/or keeping your
Account open, Please see separate correspondence from Bank regarding such arequirement.
If an automatic payment is returned or reversed for any reason, or if an .automatic payment
results in an overdraft advance from the sanna designated deposit acoounl, Bank may ternninate
the Automatic Payment service without notice and/or close your Account.
credn on your Account up to the
ensure that the check or' other payment instrument is
A. Periodic Finance Charge: For each type of balance on your Account (i.e. the Cash Advanca
balance, tha Purchase balance or Other balance) the Periodic Rnance Charge is calculated by
multiplying the Average Daily Balance ("ADB") during the billing cycle by the number of days in
Ihe billing cycle and then mUltiplying this product by the applicable Daily Finance Charge Rale.
Calculation of Average Dally Balance: To calculate your Average Daily Balance each month,
we calculate the daily balance for each day in the billing period Balance"), add the
Balances together, and divide that total amount by the number of days in the billing period,
Average Balancas for Cash Advances, Purchases, and Other categories are calculated
separately and may be subject to different rates:
Dally finance Charge Rate: The Dru1y FinanceCharge Rate will be a fixed rate or a
variable rate, Please refer to separate correspondence from the Bank provided at tha time your
Account is opened or at alater date to determine your interest rate. ADefault interest rate (see
below) may be imposed if you default under this Agreement. The Daily Finance Charge Rate for
Cash Advances, Purchases, and Other balances may differ. The Daily Finance Charge Rate is
calculated by dividing the applicable interest rate by 365.
B, Transactfon Ffnance Charge: The Transaction Financa Charge is aone·tima charge made
each time certain types of advances are posted to the Account.
• The charge for each advance or transfer mada at an ATM is 3%of the amount of the advanca,
subject to a$10 minimum and $75 maximum.
• The charge for each cash advance made via SUPERCHECKS drafts, over·the·counter,
telephone transfer, electronic transfer, Online Banking, funding Bill Pay transactions, or other
source is 3% of the amount of the advanca, subject to a$10 minimum and $75 maximum.
• The charge for each overdraft protection advance is based on the emount of the advance as
C. Minimum ftnance Charge: There will be aMinimum Finance Charge of $1 for each billing
period in which aFinance Charge is assessed.
WHEN FINANCE CHARGE BEGINS, The PeriodiC Finance Charge for Purchases begins on the
date the transaction was made, except that no Periodic Finance Charge will be imposed during
the current billing period on new Purchases posted to an Account during thecurrenl billing
period if Customer has paid in full the New Balance by the Current Payment Due Date shown on
the previous periodic statement. This period of time after the Statement Closing Date and
through Ihe Current Payment Due Date is referred to as the 'grace' period and applies to
Purchases only and not Cash Advances. The Periodic Finance Charge for Cash Advances
including SUPERCHECKS transactions may begin the earlier of: the transaction date, the dale
aSUPERCHECKS draft is deposited by the payee, or the date we receive the SUPERCHECKS
draft for posting to your Account.
Bank may assess an Annual or Inactive Account fee on each closed Acoount fOl each year a
balance is maintainad in the Account
Annual and Inactive Fees will not be refunded in whole or in pert after assessment even if the
Account is subsequently suspended, ctosed, or terminated for any reason.
Late Charge: If Bank does not receive at least the Total Amount Due by the Currenl Payment
Due Date shown on your periodiC statement, Bank may assess aLate Charge of $35. However,
if the New Balance shown on your previous slatement is less than $100, the Late Charge will be
$25, If an Account has been delinquent two or more times in the past 12 billing cycles,
may assess a Late Charge of $50. We may individuallv contact Customers to inform them
other Late Charge amounts in cases of defautt.
wilh the Account are subject to
additional fees. 'If Customer requests that Bank research the Account, for example,to updale
Customer's business records, $5 may be assessed for each eales slip copy Bank provides, $3
rnay be assessed for each monthly stalement Bank provides and $20 per hour may be assessad
for other Bank research selVices. The hourly charge will apply as follows:
1·15 Minutes""... "."......"".",..".. ".. , $5
16-30 Minutes"."......".. ".. "."........ $10
31-45 Minutes............".................. $15
46-60 Minutes........................."..... $20
These fees will not be charged gcod faith error
on aperiodic statement.
.. 5 ..
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