EX-10.2






Exhibit
10.2




INTERIM SERVICING AGREEMENT




     This Interim Servicing Agreement (this “Servicing Agreement”) is entered into as of this 15
day of September, 2008 (the “Effective Date”), by and between U.S. Bank National Association ND,
d/b/a Elan Financial Services (“Purchaser”) and Columbia River Bank, 401 East Third Street, Suite
200, The Dalles, OR 97058 (“Seller”).



     WHEREAS, Purchaser and Seller entered into a Credit Card Account Purchase Agreement (the
“Purchase Agreement”) dated September 25, 2008, (the “Acquisition Date”) pursuant to which
Purchaser agreed to acquire, and on the Acquisition Date did acquire, Accounts from Seller; and



     WHEREAS, the transfer of the Accounts to Purchaser’s systems will not occur until the
Conversion Date; and



     WHEREAS, Seller, either by itself or through a third party vendor, has agreed to service the
Accounts and be responsible for the cost and management of such Accounts as described in the
Purchase Agreement, on behalf of Purchaser during the Interim Servicing Period, pursuant to the
terms set forth in this Servicing Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained in this Servicing
Agreement, and for other good and valuable consideration, Purchaser and Seller agree as follows:



AGREEMENT




I. DEFINITIONS 





	A.	 	For purposes of this Servicing Agreement and except as otherwise specifically set forth in
the text of this Servicing Agreement, capitalized terms shall have the meanings specified in
Exhibit A, attached hereto and incorporated by reference.






	B.	 	Capitalized terms used herein and not defined herein shall have the meanings specified in the
Purchase Agreement. Provided however, if there is a conflict between the definition ascribed
to a capitalized term defined herein and the same term as defined in the Purchase Agreement,
the definition set forth in this Servicing Agreement shall control for purposes of this
Servicing Agreement and any Exhibits and Schedules attached hereto or referenced in this
Servicing Agreement.






	C.	 	All terms defined in this Servicing Agreement shall have the same meaning in any Exhibits
attached to or referenced in this Servicing Agreement.





D. Other terms defined herein shall have the meanings set forth in the context of use.



II. MECHANICS OF INTERIM SERVICING





	A.	 	Servicing of Accounts. During the term of this Servicing Agreement, Seller shall
cooperate fully with Purchaser in connection with the sale and transfer of the Accounts.
Seller shall administer the Accounts and Receivables and perform all Services under this
Servicing Agreement with reasonable and ordinary care, using that degree of skill and
attention that Seller has exercised with respect to the Accounts and Receivables prior to the
date of this Servicing Agreement and currently exercises with respect to the administering and
servicing of other credit card accounts of Seller, and shall administer the Accounts and
Receivables and perform all Services in accordance with Seller’s Policies and Procedures, the
provisions of this Servicing Agreement and applicable Requirements of Law. Seller shall not
change Seller’s Policies and Procedures with respect to the Services to be provided under this
Servicing Agreement, except as may be required by Requirements of Law or as otherwise agreed
by Seller and Purchaser in writing. Seller shall retain staff consisting of employees who
currently service the Purchaser’s portfolio to service the Accounts throughout the Interim
Servicing Period and for an additional period of sixty (60) days after the Conversion Date
sufficient to support a smooth transition of the Accounts to Purchaser. Except as otherwise
provided




 









 






	 	 	for in this Servicing Agreement, the Purchase Agreement or as requested by Purchaser, Seller
(or Seller’s third party vendor) as part of the Services to be provided to Purchaser shall
perform the following:






	 	1.	 	Provide fraud risk management processing.
	 
	 	2.	 	Timely and accurately post all payments (including recovery payments),
transactions (which includes purchases, balance transfers and cash advances), fees,
adjustments and interest to the Accounts.
	 
	 	3.	 	Provide voice and electronic authorization services with respect to Cardholder
transactions.
	 
	 	4.	 	Provide daily net settlement functions with the National Association.
	 
	 	5.	 	Continue to pursue bankruptcy and deceased proceedings.
	 
	 	6.	 	Promptly process chargebacks, credits, credit disputes and other transactions.
	 
	 	7.	 	Prior to the Conversion Date, use best efforts to clear any suspense account
entries relating to payments or any chargebacks for the Accounts.
	 
	 	8.	 	Accurately prepare and mail, in a timely fashion after each billing cycle, a
monthly statement for each Account that provides for transaction billing, with a
payment stub with a pre-addressed return envelope for the mailing of remittances by
Cardholders including sample statements to Accounts provided by Purchaser.
	 
	 	9.	 	In cooperation with Purchaser, and at Purchaser’s expense, provide inserts or
message space on the monthly statements, as reasonably requested by Purchaser, upon
forty (40) days’ prior written notice to Seller, so that notices (such as the
Gramm-Leach-Bliley Act (“GLBA”) privacy notification(s) to Cardholders and other
notices that may be reasonably desirable or required by Requirements of Law) may be
inserted or printed on the statements.
	 
	 	10.	 	Continue to provide monthly updates of the status of all Accounts to a major
credit reporting agency.
	 
	 	11.	 	Provide for the receipt by telephone and in writing of Cardholder reports of
any lost, stolen or mutilated Credit Cards provided in connection with the Accounts,
and for the replacement of such Credit Cards when requested, and in the case of any
lost or stolen Credit Cards, provide for the reassignment of Account numbers and the
notification of appropriate authorities or information bureaus of the reported lost or
stolen status of such Credit Cards.
	 
	 	12.	 	Process and document applications for increases in credit lines and
reinstatements on existing Accounts, and send credit approvals or rejection decisions
to Cardholders either through the Cardholder statements or in separate letters.
	 
	 	13.	 	As part of the Services relating to collections:






	 	a.	 	regardless of whether an Account is included on a recourse
list, continue Seller’s existing collection procedures that are in place for
all Accounts for which payment is past due, including without limitation, the
charge off of any such Account by Seller and the existing collection procedures
for unpaid checks tendered for cash payment; provided, that Seller shall not
place any Account on fixed pay, approve a consumer credit counseling service
payment plan or enter into any reaffirmation agreement or arrangement without
Purchaser’s prior written consent (Accounts so affected being “Affected
Accounts”);




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	 	b.	 	file any court documents relating to collection services in the
Purchaser’s name;
	 
	 	c.	 	if requested by Purchaser, refer Accounts to outside collection
agencies selected by Purchaser and provide monthly reporting to Purchaser;
provided, however, that Seller will not be required to (and without Purchaser’s
written consent will not) commence legal action against any Cardholder; and
	 
	 	d.	 	prepare and submit to Purchaser reports prepared by Seller in
the ordinary course of business in connection with collection activities or as
agreed to between the Purchaser and Seller.






	 	14.	 	In response to Cardholder requests:






	 	a.	 	answer telephone, electronic or written inquiries from
Cardholders with respect to their Accounts by Cardholder service
representatives and maintain toll-free telephone service for this purpose;
	 
	 	b.	 	respond appropriately to all governmental and Cardholder
complaints or inquiries by (i) providing Cardholder complaint management
services and responding to all agency and regulatory complaints pursuant to
regulatory timeframes; (ii) providing Purchaser with a copy of both the
complaint and the response to the complaint for any agency or regulatory
correspondence during the Interim Servicing Period; (iii) forwarding to
Purchaser on the Conversion Date in a mutually agreeable and commercially
reasonable format all regulatory complaint related research and file
correspondence not previously provided; and (iv) making available any
additional Cardholder correspondence that is necessary post-conversion in order
to assist Purchaser in resolving further Cardholder issues;
	 
	 	c.	 	make any authorized and authenticated changes to name and
address records, as requested by a Cardholder;
	 
	 	d.	 	resolve any merchandise or billing disputes arising out of
Cardholder inquiries in a timely manner;
	 
	 	e.	 	credit refunds to Accounts on behalf of Purchaser;
	 
	 	f.	 	supply additional Account convenience checks and Credit Cards
as ordered by Cardholder(s); and
	 
	 	g.	 	research and provide photocopies of receipts as requested by
Cardholders.






	 	15.	 	Provide such other services as Purchaser may reasonably request.






	B.	 	Account Credit Balances. Seller will ensure that no Account will have a credit
balance that has been requested in writing to be refunded for which the request has been
outstanding for seven (7) or more Business Days, or have a credit balance that has not been
requested in writing to be refunded that has been in existence for more than ninety (90) days.






	C.	 	Cardholder Service Matters. Seller agrees that: (i) any pre-compliance case,
pre-arbitration case, incoming compliance case, or incoming arbitration case on the Accounts
(all cases presented pursuant to National Association dispute and chargeback rules and
procedures) that is received by Seller within the ten (10) day period prior to the Conversion
Date for which the date the Seller must respond is after the Conversion Date shall be promptly
forwarded to Purchaser for decisioning and processing; and (ii) without Purchaser’s consent,
Seller shall not accept any resolution (i.e., that Seller or Cardholder will be liable) of any
pre-




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	 	 	compliance case, pre-arbitration case, incoming compliance case, or incoming arbitration
case for which the date the Seller must respond is within the ten (10) day period prior to
the Conversion Date.
	 
	D.	 	Marketing. Purchaser may, in its sole discretion, decide to develop additional
Account management programs or make changes to existing programs. Seller agrees to assist
Purchaser in the execution of such efforts. Purchaser is responsible for all costs associated
with additional Account management programs. Seller is responsible for all status quo costs
associated with existing Account management programs.
	 
	E.	 	Transfer Activities. Both parties shall designate one or more individuals within
their own organizations to act as the primary contact, who shall be familiar with this
Servicing Agreement and the sale of the Accounts to be Sold. Seller and Purchaser shall
schedule and attend meetings necessary to ensure compliance with the parties’ obligations
under this Servicing Agreement, and shall establish and adhere to the timelines described in
this Servicing Agreement. Should Seller be party to an agreement with a third party who is
performing any functions related to the Accounts to be Sold (including, but not limited to
processing or reward administration), Seller shall work with such third party to ensure
administration of the servicing of Accounts continues as usual until such time as the Accounts
are transferred to Purchaser’s systems.
	 
	F.	 	Reports. In addition to other reports referenced herein, Seller will provide monthly
portfolio summary reports to Purchaser, either electronically or by fax, containing
information on the performance of Accounts as well as the reward points redeemed and earned.
	 
	G.	 	Account Rewards Program Administration. If the Accounts are subject to a rewards
program, Purchaser and Seller agree that the administration of the rewards program during the
Interim Servicing Period will be accomplished pursuant to the following terms:






	 	1.	 	Seller shall continue to provide Seller’s Account Benefits during the Interim
Servicing Period. Seller shall maintain Seller’s Account Benefits as close to the
Conversion Date as possible. Purchaser may communicate with Cardholders about
Purchaser’s Account Benefits at anytime prior to cancellation or termination of
Seller’s Account Benefits or the Conversion Date. Purchaser will consult with Seller
to ascertain the applicable timelines for such communications.
	 
	 	2.	 	Purchaser acknowledges that Seller may have within its credit card portfolio a
segment of Accounts which carry reward points earned through the use of an account
(“Reward Card Accounts”). These points can be redeemed for certain rewards (including,
but not limited to cash, merchandise or travel) and have specific rules governing the
earning and redemption of such points. Purchaser, as of the Conversion Date, intends
to replace the Seller’s Reward Card Accounts program (“Seller’s Program”) with
Purchaser’s Reward Card Accounts program (“Purchaser’s Program”) for those Reward Card
Accounts that are open and in good standing. Each party will have the following
responsibilities as they relate to the administration and funding of the reward account
programs during the Interim Servicing Period:






	 	a.	 	Seller shall maintain the Seller’s Program during the Interim
Servicing Period including, but not limited to, maintaining the Accounts’
ability to earn cash rewards and points for net purchases and the Cardholders’
ability to redeem points; provided that in the event that Seller’s vendor has
the right to terminate Seller’s Program prior to the Conversion Date, Seller
shall promptly advise Purchaser of such termination right and take commercially
reasonable actions to ensure that Purchaser is able to communicate Purchaser’s
Program to Cardholders prior to termination.
	 
	 	b.	 	Seller is liable for Seller’s Program points and for the cost
of the possible redemption of such points prior to the Acquisition Date.
Purchaser is liable for outstanding Reward Card Accounts program costs on and
after the Acquisition Date, which include points accruing and redemption of
points, on and after the Acquisition Date of such Accounts. Seller’s sole
financial liability in relation to Reward Card Accounts during the Interim
Servicing Period is limited to the servicing costs associated with Reward Card
Accounts.




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	 	c.	 	Seller is liable for payment of cash rewards of Cardholders
earned and not paid prior to the Acquisition Date and remittance of cash
rewards to Cardholders after the Conversion Date in accordance with the
provisions of Section III.B.2. of the Purchase Agreement.
	 
	 	d.	 	Seller shall provide to Purchaser the reports specified in
Section III.B.3. of the Purchase Agreement with respect to Seller’s Program.






	H.	 	Third Party Vendors. Seller may engage third party vendors as necessary for the
provision of services under this Servicing Agreement, however, Seller agrees that it is
responsible for managing the relationship as well as liable for any costs associated with the
third party vendor’s services. Further, Seller agrees that it is liable to Purchaser for the
third party’s negligence or willful misconduct in connection with its performance under this
Servicing Agreement. During the Interim Servicing Period, Seller may change any third party
vendors involved in the provision of services under the Servicing Agreement, subject to
Purchaser’s prior written approval.






	I.	 	Power of Attorney. Purchaser appoints and empowers Seller as its true and lawful
attorney-in-fact, with full power of substitution for the term of this Servicing Agreement, to
endorse any checks or other instrument made payable to Seller and submitted as payment on any
Account for deposit on Purchaser’s behalf. Throughout the term of this Servicing Agreement,
this power of attorney is deemed to be a power coupled with an interest and is irrevocable.






	J.	 	Repurchase. Upon demand by Purchaser, Seller shall repurchase any Affected
Account(s) with respect to which it has engaged in the activities described in
Section II.A.13.a. without the prior written consent of Purchaser. Seller shall repay to
Purchaser the Principal Balance of said Affected Account(s) as of the repurchase date and, at
Purchaser’s discretion, in addition to the Principal Balance, the Premium for such Affected
Account(s), minus the revenue Purchaser collected on such Affected Account(s). The terms of
Section II.C.3 of the Purchase Agreement shall apply to the repurchase of Affected Accounts.
Seller’s obligation to repurchase Affected Accounts shall continue for one year after
Purchaser obtains knowledge of Seller’s actions giving rise to such Affected Accounts.





III. COMPENSATION, EXPENSES AND SETTLEMENT





	A.	 	Compensation and Expenses. During the term of this Servicing Agreement, Purchaser
agrees to compensate Seller at a rate of three dollars ($3.00) per Active Account, as defined
below, per month for processing and administration of the Plan from the Acquisition Date to
the Conversion Date, and Purchaser is entitled to receive all credits received on an Account
(including but not limited to payments from Cardholders and merchant credits) during the
Interim Servicing Period. Notwithstanding the foregoing, in the event the Accounts are not
transferred within seven (7) months from the Acquisition Date due to a delay caused solely by
Seller, Purchaser will not be required to further compensate Seller as set forth in this
Section III.A. If the Accounts are not transferred within seven (7) months from the
Acquisition Date due to Purchaser’s delay, Purchaser agrees to compensate Seller at an
increased rate of $4.00 per Active Account per month from the start of the seventh month after
the Acquisition Date to the Conversion Date. For purposes of this Servicing Agreement,
“Active Account” is defined as an Account that has a debit or credit balance at any time
during a billing cycle within the Interim Servicing Period, as shown on Seller’s system
generated, daily management reports relative to the Accounts. Partial month processing and
administration of the Plan fees will be pro-rated to accommodate mid-month processing periods.
Seller is liable for and shall pay all invoices submitted by Seller’s third party processor.






	B.	 	National Association Fees, Dues and Assessments. Seller is liable for all monthly
and quarterly National Association fees, dues and assessments associated with Cardholder
activity specific to the Accounts that occur prior to the Acquisition Date, but is not liable
for any National Association fees, dues and assessments associated with activity that occurs
between the Acquisition Date and the Conversion Date. Seller shall pay the monthly or
quarterly National Association fees, dues and assessments for which Purchaser is liable.
Once Seller provides all necessary information for Purchaser to determine the amount to be
reimbursed, Purchaser will disclose the reimbursement amount to Seller, and Seller shall then
provide its approval or disapproval within five (5) Business Days. If Seller approves the
reimbursement amount,




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	 	 	then Purchaser will reimburse Seller within five (5) Business Days after Purchaser’s receipt
of such approval. If Seller fails to provide Purchaser with approval or disapproval, within
five (5) Business Days after Seller’s receipt of such notice, Seller shall be deemed to have
approved the reimbursement amount and Purchaser will reimburse Seller for the disclosed
amount. Purchaser will not be obligated to reimburse Seller if Purchaser does not receive
the necessary information from Seller within ninety days from the end of the then current
quarter.
	 
	C.	 	Settlement.






	 	1.	 	Seller shall prepare and send to Purchaser a report that reflects any Account
posted activity from the prior week. Seller shall forward the report electronically,
by fax, or overnight via secured courier approved by Purchaser one (1) Business Day
following the prior week’s Account posted activity.
	 
	 	2.	 	Purchaser shall prepare a weekly settlement statement (the “Weekly Settlement
Statement”) reflecting the Account credits and debits, as well as other information
listed in Exhibit B, from the prior week’s posted activity. Purchaser shall transmit
the Weekly Settlement Statement to Seller electronically or by fax within seven (7)
Business Days after Purchaser receives all of the required information from Seller in
order to prepare the Weekly Settlement Statement and Seller will promptly forward to
Purchaser all bankruptcy petitions not previously provided to Purchaser. More
specifically, the Weekly Settlement Statement will reflect:






	 	a.	 	the aggregate amount paid by Seller that week with respect to
Credit Card purchases on the Accounts and cash advances on the Accounts;
	 
	 	b.	 	the aggregate amount of funds received by Seller on behalf of
Purchaser as payments on the Receivables plus miscellaneous fee activity
received by Seller in that week, and, if there are charged-off Accounts as part
of the weekly settlement, Account level detail of the charged-off Accounts.






	 	3.	 	If the difference between 2.a. and 2.b. above is positive (i.e., the amount
computed under a. exceeds the amount computed under b.), Purchaser will pay the amount
of the difference to Seller. If the difference is negative, Seller will pay the amount
of the difference to Purchaser. The party owing the amount will provide the other
party with the amount computed for that other party’s review and approval. Such review
and approval must be completed within two (2) Business Days. If approved, or if the
other party fails to provide its approval or disapproval within the two-day timeframe,
the party owing the amount will pay the amount by wire transfer of immediately
available funds within two (2) Business Days from the date that Purchaser provides the
related Weekly Settlement Statement to Seller.
	 
	 	4.	 	Each month, within seven (7) Business Days from the date Purchaser receives all
of the necessary information from Seller, Purchaser will determine the amount of the
monthly settlement, which will include: (a) interchange income; (b) the compensation
Purchaser owes Seller according to Schedule A of the Joint Marketing Agreement between
Purchaser and Seller; (c) reimbursement of redemption expense, if applicable; and (d)
compensation for expenses outlined in Section III.A. per Active Account per month.
Interchange income will be calculated using the existing calculation from Seller’s
credit card processing platform in which the interchange income is based on individual
Account transactions and for all activity that takes place in the National Association
BINs or ICAs (as applicable). If Seller provides all of the necessary information to
Purchaser, Purchaser will disclose the monthly settlement amount to Seller for Seller’s
review and approval. Seller must then provide its approval or disapproval within two
(2) Business Days. If Seller approves the monthly settlement amount, then the monthly
settlement amount will be paid to Seller within two (2) Business Days from the date
Purchaser receives Seller’s approval of the monthly settlement amount. If Seller fails
to provide Purchaser with its approval, Purchaser will reimburse Seller for the monthly
settlement amount disclosed to Seller.




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	 	5.	 	Seller and Purchaser will each provide to the other settlement information via
telephone, e-mail or fax, and if provided over the telephone, the parties will confirm
the settlement information in writing by fax or e-mail. Purchaser and Seller will make
available to each other employee contacts throughout their respective credit card
account operations in order to facilitate settlement. The requirements of Section
III.C. and the format of Exhibit B are subject to change as mutually agreed upon in
writing by the parties pending further review and familiarity with Seller’s and
Purchaser’s respective accounting operations. The accumulated settlement since the
Conversion Date will be adjusted to reflect any mutually agreed-upon changes.
	 
	 	6.	 	Seller agrees that if it is unable to properly segment settlement information
and applicable reporting materials for the Receivables, upon Purchaser’s request,
Seller will manually segment the Accounts and provide to Purchaser the necessary
information in accordance with the timeframes specified above.
	 
	 	7.	 	If either party fails to meet the settlement timeframes specified above, the
other party will provide notice and starting on the sixth Business Day after the notice
is provided may require the party who failed to meet the settlement timeframes to pay
        .0125% times the existing amount owed per day for each day past the settlement
timeframes specified above until the amount is settled. Notwithstanding the foregoing,
a party who fails to meet the settlement timeframes due to force majeure or an
excusable delay will not be required to pay the additional amount so long as proper
notice is provided pursuant to Sections IX.G. and H.






	D.	 	Liability for Losses. Purchaser shall be liable for all losses that occur after the
Acquisition Date on Accounts that are not Full Recourse Accounts nor are Ineligible Accounts.





IV. CONFIDENTIALITY





	A.	 	Confidential Information. Both parties acknowledge that in performing their
respective services under this Servicing Agreement, they may have access to, information or
documentation of the other that is of a confidential and/or proprietary nature.






	 	1.	 	“Confidential Information,” includes information of a confidential and/or
proprietary nature that may be commercial information or information related to each
party’s customers or consumers. Confidential Information includes, but is not limited
to, the following, whether now in existence or hereafter created:






	 	a.	 	All information marked as “confidential” or with similar
designation; or information which the receiving party should, in the exercise
of reasonable judgment, recognize to be confidential;
	 
	 	b.	 	All information protected by rights embodied in “know how,”
trade secrets, and any other non-public intellectual property rights;
	 
	 	c.	 	All business, financial or technical information of either
party and any of either party’s vendors (including, but not limited to credit
card account numbers, and software licensed from third parties or owned by
either party or its affiliates);
	 
	 	d.	 	Both parties’ marketing philosophy and objectives, promotions,
markets, materials, financial results, technological developments and other
similar proprietary information and materials; and
	 
	 	e.	 	Any and all information of or about customers of either party,
of any nature whatsoever, and specifically including without limitation, the
fact of the existence of a relationship or prospective relationship between the
providing party and customer(s), all lists of customers, former customers,
applicants and prospective customers and all personal or




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	 	 	 	financial information relating to and identified with such persons
(“Customer Information”).






	 	f.	 	All notes, memoranda, analyses, compilations, studies and other
documents, whether prepared by the disclosing party, the receiving party or
others, which contain or otherwise reflect Confidential Information.






	 	2.	 	Exceptions. Except for Customer Information, the term “Confidential
Information” excludes any portion of such information that the receiving party can
establish by clear and convincing evidence to have: (1) been publicly known without
breach of this Servicing Agreement; (2) been known by the receiving party without any
obligation of confidentiality, prior to disclosure of such Confidential Information;
(3) been received in good faith by the receiving party, without any confidentiality
restrictions, from a third-party source having the right to disclose such information;
(4) has been independently acquired or developed without violating any of the receiving
party’s obligations under this Servicing Agreement; (5) is required to be disclosed in
the financial statements of the receiving party or its affiliates, to the extent
required by applicable accounting principles, or in any regulatory filing; (6) is
required to be disclosed to a National Association; or (7) is disclosed to its
affiliates, auditors or counsel who have a need to know such information, provided that
such affiliates, auditors or counsel agree to be bound by the provisions of this
Article IV. If either party is required by a court or governmental agency having
proper jurisdiction to disclose any Confidential Information, such party shall promptly
provide to the other party notice of such request, if permitted by law, so that the
other party may seek an appropriate protective order; provided, that either party may
disclose Confidential Information to its regulatory governmental agency or to the
relevant National Association, if required by the Operating Regulations of such
National Association, without prior notice to the other party.






	B.	 	Limited Use of Confidential Information and Survival of Obligations. Both parties
agree now and at all times in the future that all such Confidential Information shall be held
in strict confidence and disclosed only to those employees or agents whose duties reasonably
require access to such information. The receiving party shall protect such Confidential
Information using the same degree of care, but no less than due care, to prevent the
unauthorized use, disclosure or duplication (except as required for backup systems) of such
Confidential Information as the receiving party uses to protect its own confidential
information. Both parties may use the Confidential Information only as necessary for
performance hereunder and for no other use. Both party’s limited right to use the
Confidential Information shall expire upon termination of this Servicing Agreement for any
reason. Both party’s obligations of confidentiality and non-disclosure, however, shall
survive beyond their duty to perform and shall survive termination or expiration of this
Servicing Agreement.






	C.	 	Data Security Policies and Procedures. Both parties shall establish data security
policies and procedures to ensure compliance with this section that are designed to: (a)
ensure the security and confidentiality of Customer Information; (b) protect against any
anticipated threats or hazards to the security or integrity of such Customer Information; and
(c) protect against unauthorized access to or uses of such Customer Information that could
result in substantial harm or inconvenience to any customer.






	D.	 	Audit Obligations. Each party (the “Audited Party”) agrees to permit the other (the
“Auditing Party”), using a mutually-acceptable third party auditor, to audit its compliance
with this Article IV during regular business hours upon reasonable notice to the Audited
Party. The Audited Party shall provide to the Auditing Party’s auditor copies of audits and
system test results acquired by the Audited Party in relation to the data security policies
and procedures designed to meet the requirements set forth above. Any audit performed
hereunder shall be at the cost of the Auditing Party.






	E.	 	Return or Destruction. The parties are required to develop appropriate security
measures for the proper disposal and destruction of Confidential Information. Upon expiration
of the receiving party’s limited right to use the Confidential Information, the receiving
party shall return all physical embodiments thereof to the providing party or shall destroy or
otherwise dispose of the Confidential Information in the manner requested by the providing
party. The receiving party shall provide written certification to the other such




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	 	 	Confidential Information has been destroyed. Notwithstanding the forgoing, the receiving
party may retain one archival copy of the Confidential Information, which may be used solely
to demonstrate compliance with the provisions of this Article IV.
	 
	F.	 	Disclosure to Third Parties. If performance by either party, as the receiving party,
requires or allows disclosure of the Confidential Information to any third parties, then such
receiving party shall ensure that such third parties will have express obligations of
confidentiality and non-disclosure, with regard to the Confidential Information, similar to
the receiving party’s obligations hereunder. Liability for damages due to disclosure of the
Confidential Information by any such third parties shall be with the receiving party.
	 
	G.	 	Security Breach. Purchaser and Seller each shall notify the other promptly following
discovery or notification of any actual security breach of the information systems maintained
by it. The party that suffers the security breach (the “Affected Party”) agrees to take
action promptly, at its own expense, to investigate the actual security breach, to identify
and mitigate the effects of any such security breach and to implement reasonable and
appropriate measures in response to such security breach, including, but not limited to,
immediate remedial action designed to prevent any future such occurrence. The Affected Party
also will provide the other party with all reasonably available information regarding such
security breach to assist that other party in implementing its information security response
program, including, but not limited to, the actions taken by the Affected Party in response to
such security breach. The Affected Party, to the extent required by Requirements of Law,
shall notify affected customers of the security breach; provided, that, if the security breach
relates to Customer Information of a Cardmember, Purchaser shall determine whether Purchaser
or Seller will send any required notice and the content of any such notice. In either case,
the Affected Party shall bear all costs related to any such notice. Except as may be strictly
required by Requirements of Law, the Affected Party will not inform a third Person of any such
security breach without the other party’s prior written consent; however, if such disclosure
is required by Requirements of Law, Affected Party shall work with the other party regarding
the content of such disclosure as to minimize any potential adverse impact upon the other
party, its clients and customers.





V. COOPERATION WITH EXAMINATIONS




     In connection with a bona fide audit request by a regulatory authority having jurisdiction
over the business of Purchaser and Purchaser’s affiliates, and to the extent permitted by
Requirements of Law and subject to the confidentiality obligations of this Servicing Agreement,
Seller shall provide to external auditors and personnel of Purchaser and Purchaser’s authorized
affiliates, and examiners or agents from such regulatory body, all third-party audit reports and
reports of independent public accountants of Seller. Seller shall grant such auditors, personnel,
examiners and agents reasonable access to Seller (including, without limitation, to Seller’s
records, systems, controls, processes and Seller’s Policies and Procedures) and to the data center
from which Seller provides the Services for the purpose of performing audits or examinations of
Seller or Seller’s affiliates, including, without limitation, any agency examination pursuant to
the Bank Service Company Act or a National Credit Union Administration rule or regulation. Seller
shall fully cooperate and provide to such auditors, personnel, examiners and agents, in a timely
manner, all such assistance as they may reasonably require in connection with any such audit or
examination. Purchaser shall provide Seller with a reasonable time period to complete the requests
of the auditors and examiners subject to the requirements of any applicable regulatory authority.
Purchaser shall pay for the direct incremental cost related to the Accounts of any such audits.



VI. REPRESENTATIONS, WARRANTIES AND COVENANTS





	A.	 	Authority and Capacity. Each party to this Servicing Agreement warrants and
represents to the other as to itself as follows: (1) it has the full power and authority to
enter into this Servicing Agreement and to carry out its obligations hereunder, (2) the
individual signing this Servicing Agreement on its behalf is duly authorized to do so, (3)
there are no material actions, suits or proceedings pending or threatened against either party
or its affiliates or subsidiaries which would adversely affect its ability to perform this
Servicing Agreement and (4) the execution and performance of this Servicing Agreement by it
will not violate its organizational documents or bylaws or any material contract or other
instrument to which it is a party or by which it is bound.




 Page 9









 












	B.	 	Assistance. To the extent reasonably possible, each party hereto agrees to cooperate
with and reasonably assist the other, as requested, in order that the other may carry out its
covenants, agreements, duties and responsibilities under this Servicing Agreement and in
connection therewith shall execute and deliver all such papers, documents and instruments as
may be necessary and appropriate in furtherance thereof.






	C.	 	Notice of Breach. In the event of an anticipated breach of this Servicing Agreement,
the breaching party agrees to immediately notify the non-breaching party of any failure or
anticipated failure on its part to observe and perform any warranty, representation, covenant
or agreement required to be observed and performed by it.






	D.	 	Service Levels. Seller shall maintain, during the Interim Servicing Period, a staff
adequate to perform Seller’s duties hereunder, so that there is no interruption to Cardholders
related to the sale of Accounts.





VII. INDEMNIFICATION





	A.	 	Indemnification of Purchaser by Seller. Seller agrees to indemnify and hold
Purchaser, its affiliates and its officers, directors, employees and permitted assigns
harmless from and against any and all claims, proceedings, suits, damages, liability, loss,
costs, charges and expenses or liability of every nature, kind and description whatsoever
incurred or suffered by Purchaser by reason of, resulting from or arising directly or
indirectly out of any of:






	 	1.	 	Seller’s performance of its obligations under this Servicing Agreement
affecting or alleged to affect Persons not related to the parties hereto;
	 
	 	2.	 	Any misrepresentation or breach of any representation, warranty or covenant of
Seller contained herein or in any document or instrument delivered by Seller hereunder;
	 
	 	3.	 	Any fraudulent or dishonest act by Seller, its affiliates, agents or
representatives related to this Servicing Agreement; and
	 
	 	4.	 	Seller’s failure to comply with applicable Requirements of Law relevant to this
Servicing Agreement.






	 	 	Seller shall be liable for reasonable attorneys’ fees and expenses incurred by Purchaser,
but only if the same are incurred in connection with claims, demands, proceedings or suits
asserted by Persons not related to the parties hereto.
	 
	B.	 	Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold
Seller, its affiliates and its officers, directors, employees and permitted assigns harmless
from and against any and all claims, proceedings, suits, damages, liability, loss, costs,
charges and expenses or liability of every nature, kind and description whatsoever incurred or
suffered by Seller by reason of, resulting from or arising directly or indirectly out of any
of:






	 	1.	 	Purchaser’s performance of its obligations under this Servicing Agreement
affecting or alleged to affect Persons not related to the parties hereto;
	 
	 	2.	 	Any misrepresentation or breach of any representation, warranty or covenant of
Purchaser contained herein or in any document or instrument delivered by Purchaser
hereunder;
	 
	 	3.	 	Any fraudulent or dishonest act of Purchaser, its affiliates, agents or
representations related to this Servicing Agreement; and
	 
	 	4.	 	Purchaser’s failure to comply with applicable Requirements of Law relevant to
this Servicing Agreement.




 Page 10









 












	 	 	Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller,
but only if the same are incurred in connection with claims, demands, proceedings or suits
asserted by Persons not related to the parties hereto.
	 
	C.	 	Limitation on Liability. Except as otherwise provided in this Servicing Agreement
neither party shall be liable to the other party for lost profits, exemplary, punitive,
special, incidental, indirect or consequential damages suffered by the other party (except any
such damages payable by an indemnified party to Persons not related to the parties hereto).
	 
	D.	 	Indemnification Procedures. The Indemnified Party will notify the Indemnifying Party
in a reasonably prompt manner of any claim that is asserted and each action or suit that is
filed or served (any of the foregoing being a “Claim”) for which the Indemnified Party is
seeking indemnification pursuant to this Section IX.D. The Indemnifying Party may thereafter
assume control of such Claim, provided, that the Indemnified Party will have the right to
participate in the defense or settlement of such Claim. Neither the Indemnifying Party nor
the Indemnified Party may settle such Claim or consent to any judgment with respect thereto
without the consent of the other party hereto (which consent may not be unreasonably withheld
or delayed). The Indemnified Party will provide the Indemnifying Party with a reasonable
amount of assistance in connection with defending or settling any such Claim.





VIII. TERMINATION




     This Servicing Agreement will terminate with respect to the servicing of the Accounts on the
Conversion Date for each such Account, or prior to the Conversion Date in the event of either
termination of the Purchase Agreement and repurchase by Seller of the Assets to be Sold after the
Acquisition Date and prior to payment of the Preliminary Purchase Price, or the occurrence of a
Service Transfer Event, as defined in Section VIII.A. below.




	A.	 	The occurrence of any one or more of the following events shall constitute a Service Transfer
Event hereunder:






	 	1.	 	National Association Termination. Seller’s membership with the
National Association under which the Accounts have been opened is terminated or an
event shall occur that, under the terms of such membership, would constitute, or, upon
the passage of time or the giving of notice or both, would constitute, an event of
default thereunder;
	 
	 	2.	 	Bankruptcy; Receivership. (a) Any governmental authority shall: (i)
adjudicate Seller a debtor in bankruptcy; (ii) appoint a trustee or receiver for all or
a substantial part of the property of Seller; (iii) approve a petition for bankruptcy
or reorganization pursuant to federal bankruptcy law for Seller; (b) Seller shall make
an assignment for the benefit of creditors, or make an admission of inability to pay
its debts generally as they become due; or (c) the Office of the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or any other governmental authority
having jurisdiction over Seller shall assume control of or appoint a conservator or
receiver for all or substantially all of the assets of Seller;
	 
	 	3.	 	Breach of Agreement. The material failure to perform the Services as
provided for herein or in the Purchase Agreement or any other material breach by Seller
of any provision of this Servicing Agreement, or of any provision in the Purchase
Agreement governing performance by Seller in connection with its obligations as a
“Servicer” of the Accounts; provided that Purchaser has provided Seller with at least
ten (10) days prior written notice and Seller fails to cure such breach within ten (10)
days after such notification;
	 
	 	4.	 	Breach of Representations and Warranties. Any material breach of
Seller’s representations and warranties contained herein; or
	 
	 	5.	 	Breach of Confidentiality Requirements. Any breach by Seller of its
obligations under Section IV.




 Page 11









 












	B.	 	Replacement of Seller as Servicer. In the event a Service Transfer Event shall have
occurred hereunder, Purchaser is permitted, in its sole discretion, to designate another
entity who will act as the servicer hereunder in the place of Seller (a “Replacement
Servicer”) or to assume servicing of the Accounts. Such designation will become effective on
the date specified by Purchaser to Seller in writing. Seller will comply in good faith with
Purchaser’s reasonable requests in ensuring that the Replacement Servicer is provided
unrestricted access to or given possession of the Account documentation, whichever the case
may be. Seller shall be solely responsible for any costs or expenses it incurs in connection
with such Service Transfer Event and the replacement of Seller as Servicer. Seller shall also
provide prompt and reasonable access to the Replacement Servicer to the Account documentation
and all computer files, magnetic tapes and any and all other media of any nature, kind and
description whatsoever related specifically to the Accounts or Receivables, to assure a smooth
and prompt transition of Services hereunder. Purchaser’s exercise of its rights under this
Section VIII.B. shall not affect its right to assess and recover damages from Seller or to
invoke its rights of indemnification.





IX. ADDITIONAL CONTRACT PROVISIONS





	A.	 	Successors and Assigns. This Servicing Agreement benefits and binds the parties
hereto and their respective successors and assigns. Neither party will assign this Servicing
Agreement without the written consent of the other party and any attempted assignment without
consent of the other party will be null, void and without any effect whatsoever.
Notwithstanding the foregoing, either party may assign its rights and delegate any of its
duties under this Servicing Agreement to an affiliate or subsidiary of such party provided
that such assignment may not be effected to relieve the assignor of its obligations under this
Servicing Agreement.






	B.	 	Survival of Obligations, Rights and Remedies. In addition to the survival of
specific clauses as set forth in the terms of this Servicing Agreement, the obligations and
remedies of the parties set forth in Sections II.A.14.g., IX.C., IX.J., and IX.L. and Articles
IV., V., VI. and VII. of this Servicing Agreement and all rights and obligations of either
party which may have arisen or accrued prior to termination shall survive termination of the
Servicing Agreement.






	C.	 	Notices. All communications or notices required or permitted under this Servicing
Agreement shall be deemed to have been given on the date when (i) delivered in person or by a
nationally recognized overnight delivery service, (ii) sent via telecopy transmission to the
telecopy number specified below with a hard copy sent via first class mail the following day,
or (iii) deposited in the United States mail, postage prepaid, and addressed as follows:






	 	 	 	 	 
	 

	 	1. If to the Purchaser, to:
	 	Elan Financial Services
	 

	 	 	 	777 E. Wisconsin Avenue – 6th Floor
	 

	 	 	 	Milwaukee, WI 53202
	 

	 	 	 	Attention: Credit Card Portfolio Acquisition Manager
	 

	 	 	 	Telecopy No. 414-765-6134
	 
	 	 	 	 
	 

	 	   With a copy to:	 	Elan Financial Services
	 

	 	 	 	800 Nicollet Mall, BC-MN-H21N
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Attn: Retail Payment Solutions Counsel
	 

	 	 	 	Telecopy No. 612-303-7888
	 
	 	 	 	 
	 

	 	   If to the Seller, to:	 	Columbia River Bank
	 

	 	 	 	401 East Third Street, Suite 200
	 

	 	 	 	The Dalles, OR 97058
	 

	 	 	 	Attn:Brian Devereux







Each party may change its address or telecopy number for communications and notices
hereunder by written notice to the other party hereto.



 Page 12









 






	D.	 	Severability. Whenever possible, each provision of this Servicing Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Servicing Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this
Servicing Agreement.
	 
	E.	 	Waivers. Either Seller or Purchaser may, by written notice to the other (a) waive
compliance with any of the terms, conditions or covenants required to be complied with by the
other hereunder; and (b) waive or modify performance of any of the allegations of the other
hereunder. The waiver by either party hereto of a breach of any provisions of this Servicing
Agreement shall not operate or be construed as a waiver of any other subsequent breach.
	 
	F.	 	Entire Agreement; Amendment. This Servicing Agreement and the Purchase Agreement
constitute the entire agreement between the parties with respect to servicing of the Accounts
during the Interim Servicing Period and supersede all prior agreements with respect thereto.
This Servicing Agreement may be amended and any provisions hereof waived, but only in writing
signed by the parties.
	 
	G.	 	Disaster Recovery; Force Majeure. Throughout the term of this Servicing Agreement,
Seller must maintain a disaster recovery plan and the capacity to execute the plan, which at a
minimum, must conform to generally accepted industry standards and comply with Requirements of
Law. If Seller’s performance of its obligations under this Servicing Agreement is prevented,
restricted or delayed by reason of events beyond its reasonable control (including, without
limitation, acts of God, fire, explosion, public utility failure, accident, floods, blockades,
embargoes, epidemics or pandemics, anthrax or other biological or chemical attacks, war,
terrorist attacks, nuclear disaster or riot), then Seller must use its best efforts to meet
its obligations as set forth in this Servicing Agreement including implementation of Seller’s
disaster recovery plan in a manner that is as favorable to the Accounts as to Seller’s other
products. Seller must promptly and in writing advise Purchaser if it is unable to perform due
to a force majeure event, the expected duration of such inability to perform and of any
developments (or changes) that appear likely to affect the ability of Seller to perform any of
its obligations under this Servicing Agreement in whole or in part. If Seller is unable to
promptly resume any performance under this Servicing Agreement pursuant to its disaster
recovery plan or otherwise, Purchaser will use commercially reasonable efforts to assist
Seller to restore Seller’s performance under this Servicing Agreement, and in that event all
of Purchaser’s additional costs and expenses related to Purchaser’s efforts shall be
reimbursed by Seller. Notwithstanding the foregoing, Seller will not be excused from
performance under this provision to the extent that compliance with Seller’s disaster recovery
plan would have reasonably been expected to avoid any nonperformance. Seller agrees that,
during the term of this Servicing Agreement, it will maintain a commercially reasonable
disaster recovery plan, and will not make any changes to such disaster recovery plan that
would reasonably be expected to have an adverse effect on Seller’s obligations under this
Servicing Agreement without the prior written approval of the Purchaser, which approval will
not be unreasonably withheld or delayed.
	 
	H.	 	Excusable Delay. Any delay in the performance by either party hereto of its
obligations hereunder shall be excused when such delay in performance is due to any cause or
event beyond the reasonable control of such party; provided, however, that written notice
thereof must be given by such party to the other party within thirty (30) days after the
occurrence of such cause or event.
	 
	I.	 	Headings. The headings contained herein are included solely for reference purposes
only and shall not be deemed to have any substantive effect.
	 
	J.	 	Governing Law. This Servicing Agreement shall be construed in accordance with the
laws of the State of Minnesota, without regard to its conflict of laws principles. Any
action brought by Seller to enforce any rights under this Servicing Agreement shall be brought
in federal or state court in Minneapolis, Minnesota. Any action brought by Purchaser to
enforce any rights under this Servicing Agreement shall be brought in federal or state court
in The Dalles, Oregon.




 Page 13









 












	K.	 	Relationship of Parties. Nothing herein contained shall be deemed or construed to
create a partnership or joint venture between the parties. The duties and responsibilities of
Seller shall be rendered by the Seller as an independent contractor and not as an agent of
Purchaser. Seller shall have full control of all of its acts, doings, proceeding, relating to
or requisite in connection with the discharge of its duties and responsibilities under this
Servicing Agreement.






	L.	 	WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE EXTENT
PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS SERVICING AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 Page 14









 





     IN WITNESS WHEREOF, the parties have executed this Servicing Agreement as of the Effective
Date.



	 	 	 	 	 	 	 
	PURCHASER	 	SELLER
	 
	 	 	 	 	 	 
	U.S. Bank National Association ND,	 	Columbia River Bank
	d/b/a Elan Financial Services	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 
	
 
	 	
 

	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	
 
	 	
 







 








 








EXHIBIT A

DEFINITIONS



All terms used herein and not otherwise specifically defined in the text of the Servicing Agreement
shall have the meanings set forth below.





	1.	 	“Account” means Seller’s revolving lines of credit issued to individuals and Business
Entities and accessed through the use of a Credit Card bearing the marks of a National
Association as well as all balances on those accounts, which Purchaser acquired and has not
been repurchased by Seller.
	 
	2.	 	“Account Benefits” means the ancillary benefits available to Cardholders, including but not
limited to credit insurance, debt cancellation programs, and rewards programs, which benefits
may be offered to Cardholders by Seller or a third party who has contracted with Seller to
provide such services or, after the Acquisition Date, by Purchaser or a third party who has
contracted with Purchaser to provide such services.
	 
	3.	 	“Acquisition Date” means the date first stated above on which the sale, purchase and
assignment of the Accounts to be Sold was consummated.
	 
	4.	 	“Active Account” shall have the meaning set forth in Section III.A.
	 
	5.	 	“Affected Accounts” shall have the meaning set forth in Section II.J.
	 
	6.	 	“Affected Party” shall have the meaning set forth in Section IV.G.
	 
	7.	 	“Business Day” shall mean any day (other than Saturday, Sunday or legal holiday in North
Dakota) in which national banks are permitted to be open in North Dakota.
	 
	8.	 	“Business Entity” or “Business Entities” means a business organization, including but not
limited to a municipality, governmental agency, partnership, corporation, limited liability
company or sole proprietor.
	 
	9.	 	“Cardholder” means a party who holds a Credit Card that accesses an Account.
	 
	10.	 	“Credit Card” means the device used to access an Account.
	 
	11.	 	“Conversion Date” shall mean a date, after the Acquisition Date, mutually agreed to by the
parties, on which the Accounts are transferred to Purchaser’s systems.
	 
	12.	 	“Cut-Off Time” means the time of the close of processing on the Conversion Date by Seller or
Seller’s processor.
	 
	13.	 	“Effective Date” shall mean the date first set forth in the introductory paragraph of the
Servicing Agreement
	 
	14.	 	“Full Recourse Account” shall mean an Account with respect to which Seller has agreed to
assume all risk of credit, fraud or other loss and indemnify and hold Purchaser harmless from
any loss, claim or damage arising from, or relating to such Account.
	 
	15.	 	“Interim Servicing Period” shall mean the period of time between the Acquisition Date and the
Conversion Date.
	 
	16.	 	“National Association” means, Visa and MasterCard and such other national card association
with respect to which Purchaser may become an issuer during the term of this Servicing
Agreement.




A- 









 












	17.	 	“Receivables” means the net amount, including interest, fees, and any other charges owed by a
Cardholder to Seller on the Cardholder’s Account, of any credit balance in favor of the
Cardholder and less disputed items as recorded in the periodic statement of such Account most
recently rendered prior to the Cut-Off Time, plus all debits and less any credits properly
posted to such Account pursuant to the terms of the Cardholder Agreement on or before the
Cut-Off Time.
	 
	18.	 	“Replacement Servicer” means Purchaser’s right, in its sole discretion, to appoint a Servicer
to replace Seller upon the occurrence of a Service Transfer Event.
	 
	19.	 	“Reward Card Accounts” shall have the meaning as set forth in Section II.G.2.
	 
	20.	 	“Requirements of Law” means, with respect to any party to this Servicing Agreement, any law,
ordinance, statute, treaty, rule, judgment, regulation or other determination or finding of
any arbitrator or governmental authority applicable to or binding upon a party or to which a
party is subject, whether federal, state, county, local or otherwise (including, without
limitation, usury laws, the Bank Secrecy Act, the Federal Truth-In-Lending Act, the Fair Debt
Collection Practices Act, the Federal Equal Credit Opportunity Act, the Fair Credit Reporting
Act, the Fair and Accurate Credit Transactions Act, the National Bank Act, the
Gramm-Leach-Bliley Act, the USA PATRIOT Act, and Regulations B, E, P and Z of the Board of
Governors of the Federal Reserve System).
	 
	21.	 	“Seller’s Policies and Procedures” means Seller’s policies and normal, day-to-day operating
procedures and practices in compliance with Seller’s policies and Seller’s normal financial
accounting guidelines for the conduct of the business of issuing credit cards, all existing as
of the execution of this Servicing Agreement that are in use by Seller for all of Seller’s
credit card portfolio without regard to ownership of the Accounts, as modified from time to
time.
	 
	22.	 	“Services” shall mean all services to be provided to Purchaser by Seller, or Seller’s third
party vendor, pursuant to this Servicing Agreement.
	 
	23.	 	“Service Transfer Event” shall have the meaning set forth in Section VIII.A.
	 
	24.	 	“Weekly Settlement Statement” shall have the meaning set forth in Section III.C.2.






A- 









 








[To Be Used if Processor is Fidelity]




EXHIBIT B




FORM OF WEEKLY SETTLEMENT STATEMENT




							
	 	 	 	 	 	 	 
	 
	 	Debits
	 	Credits
	 	 






Beginning Balance




Posted Transactions

Excluded Accounts

Recovery




Return Check Charge

Finance Charge

Cash Advance

Annual Fees

Annual Fee Reversal

Delinquent Charge (Late Fee)




Delinquent Charge (Overlimit Fee)

Insurance Premium

Miscellaneous Fees

Cash Advance Fee Reversal

Service Charge Reversal

Service Charge Adjustment

Auto-Charge-Off Purchaser

Small Bal w/o

Other

Charge-Offs – Recourse




Net Change


Calculated Ending


Ending Balance


 









 





[To Be Used if Processor is FDR or another processor]

EXHIBIT B


FORM OF WEEKLY SETTLEMENT STATEMENT



							
	 	 	 	 	 	 	 
	 
	 	Debits
	 	Credits
	 	 






Beginning Balance




Net Sales

Net Returns

Net Cash Advances

Net Payments

Posted Transactions

Charge-Offs Seller




Return Check Charge

Finance Charge

Cash Advance

Annual Fees

Annual Fee Reversal

Delinquent Charge (Late Fee)

Delinquent Charge (Overlimit Fee)

Insurance Premium

Miscellaneous Fees

Cash Advance Fee Reversal

Service Charge Reversal

Service Charge Adjustment

Auto-Charge-Off Purchaser

Small Bal w/o

Other

Loan Loss Reserve




Net Change




Calculated Ending




Ending Balance




Interchange