Cardmember Agreement for Lexus Pursuits Visa® Signature Accounts

This credit card program is issued and administered by Lexus Financial Savings Bank. This information is accurate as of June 30, 2013.
PLEASE NOTE that this information is provided for general information purposes only and is not specific to your Account. See the Agreement
that was provided for your Account and Card for more detailed information, including contact information.

PRICING INFORMATION: Actual pricing will vary from one Cardmember to another

(APR = Annual Percentage Rate)
(DPR = Daily Periodic Rate)
Annual Percentage Rates for Purchases

This APR will vary with the market based on
the Prime Rate.

Prime + 8.74% to Prime + 13.74% (Maximum
27.99%)
(APR) 11.99% to 16.99%
(DPR) 0.032849% to 0.046548%

Annual Percentage Rates for Balance Transfers

This APR will vary with the market based on
the Prime Rate.

Prime + 8.74% to Prime + 13.74% (Maximum 27.99%)
(APR) 11.99% to 16.99%
(DPR) 0.032849% to 0.046548%

Annual Percentage Rates for Cash Advances
This APR will vary with the market based on
the Prime Rate.

Prime + 16.99% (Maximum 27.99%)
(APR) 20.24%
(DPR) 0.055452%

Interest Charge

For Credit Card Tips from the
Consumer Financial Protection Bureau

Set Up and Maintenance Fees




Annual Membership Fee
Travel Membership Fee

Transaction Fees



Balance Transfer Advance Fee

 Convenience Check Advance Fee

If you are charged interest, the charge will be no less than
$2.00.
To learn more about factors to consider when applying for or
using a credit card, visit the website of the Consumer Financial
Protection Bureau at
http://www.consumerfinance.gov/learnmore.
NOTICE: Some of these set-up and maintenance fees will be
assessed before you begin using your Card and based on your
Revolve Limit, your initial available credit will be less.

You may still reject this Account, provided that you have not yet
used it or paid a fee after receiving a billing statement. If you do
reject the Account, you are not responsible for any fees or
charges.
NONE
$0 to $60 annually

Either $5 or 3% of the amount of each transfer, whichever is
greater (maximum fee: NONE)
Either $5 or 3% of the amount of each advance, whichever is
greater (maximum fee: NONE)



Financial Institution Cash Advance Fee Either $5 or 3% of the amount of each advance, whichever is

 Cash Equivalent Advance Fee

 Cash Advance Overdraft Protection

Fee

 Cash Advance ATM Fee



Foreign Transaction Fee

greater (maximum fee: NONE)
Either $5 or 3% of the amount of each advance, whichever is
greater (maximum fee: NONE)
NONE

Either $5 or 3% of the amount of each advance, whichever is
greater (maximum fee: NONE)
Up to 3%

Account Fees



Late Fee

 Return Payment Fee

Up to $35

Up to $35

LEXUS FINANCIAL SAVINGS BANK
P. O. Box 6352
Fargo, ND 58125

Cardmember Agreement

This Cardmember Agreement and Disclosure Statement (the “Agreement”) contains the terms that apply to your Credit Card Account (the “Account”).
In this Agreement, "you", “your"
and “Cardmember” means each individual in whose name the Account is opened or who otherwise agrees to be liable on the Account. “We”, “us”, “our”, and “Issuer” mean the issuer of
the Card and your Account creditor. “Card” means credit card(s) we issue on your Account. “Authorized User” means a person you authorize to use a Card or the Account. “Affiliate”
means Toyota Motor Credit Corporation, Toyota Motor Sales, U.S.A, Inc. and related Toyota companies in the United States. Please read this Agreement carefully and keep it for your
records. The Agreement becomes effective as soon as you or an Authorized User uses the Card or Account, but no later than 30 calendar days after we issue the Card, if you fail to
return it to us within that time period. Your Card Carrier contains fee and/or rate disclosures that form part of the Agreement that is provided with the Account and Card. This web
Agreement does not replace the Agreement that is provided with the Account and Card.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN THE LAST NUMBERED PARAGRAPH.
IF YOU ACCEPT THIS AGREEMENT BY USING YOUR CARD OR
ACCOUNT OR FAILING TO RETURN THE CARD TO US WITHIN 30 DAYS AFTER WE ISSUE THE CARD, THIS PROVISION WILL BECOME PART OF YOUR AGREEMENT. IT
SUBSTANTIALLY AFFECTS THE WAY THAT YOU AND WE WILL RESOLVE ANY CLAIM THAT YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE.

ACCOUNT FEATURES AND YOUR USE OF THE ACCOUNT

1. Account Purchases - You may use the Account to buy, lease or otherwise obtain
goods or services from participating merchants (including transactions you initiate by
mail, telephone or over the Internet), or take advantage of special promotional Balance
in
Transfer offers that post as Purchase transactions (“Purchases”). We will,
connection with any promotional offer we make from time to time, provide information
on your Card Carrier or in additional materials (the “Offer Materials”) that explain
whether those transactions will post and be treated as a Purchase. Even if you have
not signed a sales draft or the merchant has not supplied you with a written receipt or
other proof of sale, you are responsible for all Purchases made through the Account,
except as expressly limited by applicable law (see “Your Billing Rights” section below
for more details).

2. Account Advances - Advances are transactions other than Purchases that allow you
to receive direct access to funds available through your Account. Advances may
include Account transactions such as cash advances you obtain directly from us, other
participating financial
institutions, or automated teller machines (“Cash Advances”),
Cash Equivalent Advances, Convenience Checks, or Balance Transfers that indicate
that they will post as Advances in the Offer Materials. (“Cash Equivalent Advances”
include transactions to initiate wire transfers, purchase travelers checks and money
orders, make foreign cash transactions, engage in permissible casino gaming and
betting transactions and purchase lottery tickets.) Monthly Account statements we
issue may refer to an Advance as an “Advance”, “Cash”, “Cash Advance”, or by the
product or device you used to obtain the Advance. (Refer to the Account Fees section
for details on Advance Transaction Fees.)

3. Advance Limits – No more than 25% of your Revolve Limit (defined below) may be
used for Cash Advances, Cash Equivalent Advances and Convenience Checks and
Balance Transfers posted as Advances (your “Advance Limit Cap”). However, we may
increase or decrease your Advance Limit Cap at our discretion.

4. Convenience Checks - From time to time, we may supply Convenience Checks for
your use. Convenience Checks are drafts that look like other checks, but are drawn on
the credit available in the Account. Convenience Checks will be posted to your

Account as an Advance, unless we state otherwise in the materials that accompany
any special promotional offer we may make (the “Offer Materials”). Convenience
Checks must be written in U.S. Dollars. We may return a Convenience Check unpaid
is less than the Convenience Check
if: (a) the credit available on your Account
amount; (b) the Account is in default; or (c) the Convenience Check is improperly
signed or otherwise fails to conform to our regularly accepted standards for check
payment. You may not use Convenience Checks to pay any amount you owe on the
Account or any obligation you owe to us or any of our Affiliates.

5. Paying and Stopping Payment on Convenience Checks - You may request that we
stop payment on a Convenience Check that has not yet been paid by following the
procedures described in this Section. You must write to us or call to request that
payment be stopped on a Convenience Check. You must call us promptly with an oral
stop payment request and then provide us with a written confirmation of the stop
payment request within 14 days. Any stop payment request we receive will remain in
effect for 6 months, unless you renew the request in writing before the end of that time.
We may pay Convenience Checks more than 6 months old. There may be
circumstances under which a Convenience Check must be paid, even if we have
received a stop payment request from you. We will not be liable to you if we do not
honor your stop payment request under those circumstances. If it is determined that a
Convenience Check should have been paid, but was not, we will not be liable for any
consequential, punitive or incidental damages if we acted in good faith. Our only
obligation under those circumstances will be to pay the designated payee the amount
of the Convenience Check and cancel any charges assessed against your Account as
a result of any wrongful failure to honor the Convenience Check.

6. Balance Transfers - From time to time we may permit you to transfer to the Account
any balances and obligations that you owe to other companies or financial institutions.
Balance Transfers will be posted to the Account as a Balance Transfer, unless we
state otherwise in the Offer Materials. You may not request a Balance Transfer of any
existing obligation you owe to us or any of our Affiliates. If you request a Balance
Transfer that would cause the Account to exceed its available Revolve Limit, at our
option, we may (a) post the amount in excess of your total Revolve Limit as an
Advance; or (b) refuse to accept the entire Balance Transfer you requested.

INTEREST CHARGES AND ACCOUNT FEES

7. Account INTEREST CHARGES - INTEREST CHARGES reflect the cost of credit.
Your total INTEREST CHARGE for any billing cycle will equal the amount of any (a)
periodic rate INTEREST CHARGES (sometimes referred to as “interest” here and on
monthly Account statements); (b) Advance transaction fees; and (c) other transaction
fees that are considered INTEREST CHARGES. In some of the following sections and
your Account statement, we have abbreviated the terms “daily periodic rate” as “DPR”,
“average daily balance” as “ADB”; and “ANNUAL PERCENTAGE RATE” as “APR”.

8. Interest Rate – In this section, we have abbreviated the terms “daily periodic rate”
as DPR, “average daily balance” as ADB, and “ANNUAL PERCENTAGE RATE” as
APR.

Your Variable APRs are calculated by adding a margin to the Index. Your Variable
DPR is equal to 1/365th of the corresponding APR. Your DPR and corresponding APR
may increase or decrease from time to time according to the movements up or down of
the Index, which is the Prime Rate published in the "Money Rates" section of the
Midwest Edition of The Wall Street Journal on the last publication day before the date
on which the billing cycle closed (in other words, the "statement date"). Any variable

rate adjustment based on an Index change will be effective as of the first day of the
current billing cycle, and will apply to the new and outstanding Account balances and
transactions subject to that variable rate. We reserve the right to choose a comparable
new index if The Wall Street Journal ceases to publish a Prime Rate. The margin is the
percentage we add to the Index to calculate the APR. The current applied Index value
for your Account is 3.25%.
(a) Standard Interest Rates - Rate for "Purchases" and "Balance Transfers": The DPR
for transactions posting as Purchases and Balance Transfers is equal to 1/365th of its
corresponding APR. Rate for "Advances": The DPR and corresponding APR for
its
transactions posting to the Account as Advances is equal
corresponding APR.

to 1/365th of

Introductory and Promotional Rates - We may, at our option, offer you for a limited
time introductory or promotional
interest rates for all or part of new Purchase,
Advance, or Balance Transfer balances on the Account. We will tell you in the Offer
Materials the introductory or promotional rate and the period of time during which that
rate will be in effect and any conditions or requirements of the offer. Unless the Offer
Materials state otherwise, an introductory or promotional rate will generally remain in
effect until the sooner of: (i) the last day of the billing cycle in which the introductory or
promotional rate expires or (ii) the first day of the billing cycle in which the Account is
closed to future transactions.

to Interest”), and then adding together the resulting interest

9. Interest Charge; Method of Computing Balance Subject to Interest Rate- We
the INTEREST CHARGE by
calculate the periodic rate or
“interest” portion of
multiplying the applicable DPR by the ADB (including new transactions) of
the
Purchase, Advance and Balance Transfer categories subject to interest (“Amounts
Subject
from each
category. We determine the ADB separately for the Purchases, Advances and
Balance Transfer categories. To get the ADB in each category, we add together the
daily balances in those categories for the billing cycle and divide the result by the
number of days in the billing cycle. We determine the daily balances each day by
taking the beginning balance of those Account categories (including any billed but
unpaid interest, fees, credit insurance and other charges), adding any new interest,
fees, and charges, and subtracting any payments or credits applied against your
Account balances that day. We add a Purchase, Advance or Balance Transfer to the
appropriate balances for those categories on the later of the transaction date or the
first day of the statement period. Billed but unpaid interest on Purchases, Advances
and Balance Transfers is added to the appropriate balances for those categories each
month on the statement date. Billed but unpaid Advance transaction fees are added
to the Advance balance of the Account on the date they are charged to the Account.
Any billed but unpaid fees on Purchases, credit insurance charges, and other charges
are added to the Purchase balance of the Account on the date they are charged to the
Account. Billed but unpaid fees on Balance Transfers are added to the Balance
Transfer balance of the Account on the date they are charged to the Account. In other
words, billed and unpaid interest, fees, and charges will be included in the ADB of the
Account that accrues interest (the “Amount Subject to Interest”) and will reduce the
amount of credit available to you. Exception: Credit
insurance charges are not
included in the ADB calculation for Purchases until the first day of the billing cycle
following the date the credit insurance premium is charged to the Account. Prior
statement balances subject to an interest-free period that have been paid on or before
the payment due date in the current billing cycle are not
included in the ADB
calculation. You will be charged a minimum INTEREST CHARGE in any billing cycle
this Agreement
in which an INTEREST CHARGE is due. As described above,
provides for the compounding of interest on your Account.

10. Paying Interest - You have a 24 to 30 day interest-free period for Purchases
provided you have paid your previous balance in full by the Payment Due Date shown
on your monthly Account statement.
INTEREST
CHARGES on Purchases, you must pay your new balance in full by the Payment Due
Date shown on the front of your monthly Account statement. There is no interest-free
period for transactions that post to the Account as Advances or Balance Transfers
except as provided in any Offer Materials. Those transactions are subject to interest
from the date they post to the Account until the date they are paid in full.

to avoid additional

In order

11. Account Fees - In addition to interest, you agree to pay the following Account fees
and INTEREST CHARGES. We may add other fees and charges to your Account as
described elsewhere in this Agreement:

(a) We will add an Advance Transaction Fee INTEREST CHARGE to the Advance
balance of the Account for each Advance you obtain during a billing cycle in addition to
the interest that accrues on Advances. The Advance Transaction Fee imposed will
equal
the percentage of each Advance or the minimum Advance
Transaction Fee, subject to the maximum amount, except where Offer Materials state
otherwise.

the greater of

(b) We will add a Balance Transfer Fee INTEREST CHARGE to the Purchase
balance of the Account except where Offer Materials specify otherwise.

(c) We may add a Promotional Discount Transaction Fee INTEREST CHARGE for
each Promotional Discount offer you receive during the billing cycle, as outlined in any
Promotional Discount Offer Materials offer we extend.

(d) Annual Membership Fee. There is no Annual Membership Fee on your Account.

(e) If you are eligible and elect to join the Travel Rewards Program, you agree to pay a
Travel Rewards Program yearly fee of $60.00 for your participation in the Travel
Rewards Program. You agree to pay this fee regardless of whether you use the Travel
Rewards Program. The fee will appear on your billing statement as “Annual Travel
Fee”.

(f) We will add a Late Payment Fee to the Purchase balance of the Account if your
Minimum Payment is not received by the Payment Due Date shown on the monthly
Account statement.

(g) We will add a Returned Payment Fee to the Purchase balance of the Account if
any payment on the Account is not honored for any reason or if we must return it to
you because it cannot be processed.

(h) We may add a Duplicate Documentation Fee to the Purchase balance of the
Account for each copy of a monthly statement, sales slip, refund slip, or Advance slip
that you request. There will be no charge for documentation requests made in
connection with any properly filed billing error notice or billing dispute.

(i) We will add a service charge to the Purchase balance of the Account if you call us
to make a payment on your Account and are assisted by a Cardmember Service
Representative to make the payment.

Under no circumstances will your Late Payment Fee or Returned Payment Fee ever
be greater than your Minimum Payment due.

IMPORTANT INFORMATION ABOUT USING YOUR ACCOUNT

12. Insurance Charges - Credit life insurance and disability insurance are not required
If you are eligible and credit life insurance is available on this
to obtain credit.
Account, you may participate in a group credit card insurance program, which we have
arranged.
If you elect insurance coverage, an insurance premium charge (at the rate
disclosed to you) will be added to the Purchase balance as of the closing date of each
billing cycle based upon the Account balance (including accrued INTEREST
CHARGES). The terms of your insurance coverage will be summarized in the
Certificate of Insurance, which will be provided to you.

13. BalanceShield - If available on your Account, your purchase of BalanceShield debt
cancellation is optional. Whether or not you purchase BalanceShield will not affect
your application for credit or the terms of any existing credit agreement you have with
us. If you elect to purchase BalanceShield and are eligible to participate, the monthly
program fee or premium (at the rate disclosed to you) will be calculated based upon
the Account balance (including accrued INTEREST CHARGES) and added to the

Purchase balance, as of the closing date of each billing cycle. The terms of your
BalanceShield coverage will be summarized in the BalanceShield Debt Cancellation
Program Agreement, which will be provided to you upon enrollment.

14. Credit Limit - There is no predetermined credit limit for your Account. Individual
transactions are authorized, at our sole discretion, based on factors such as Account
history, credit record, and ability to make your payment.

(a) Revolve Limit - Your Revolve Limit (for Purchases, Advances and Balance
Transfers) is the total dollars available to you to carry over, less the minimum monthly
payment, from billing cycle to billing cycle as a revolving line of credit. Your initial
Revolve Limit is shown on the Card Carrier. We reserve the right to periodically re-
evaluate your Account and increase or decrease your Revolve Limit.

(b) Extraordinary Transactions - For your protection, if you are planning an out-of-
pattern or large ticket transaction, you must inform us of the transaction at least 2
business days prior, and no more than 60 days prior to the event via telephone.

15. Payments - You must pay amounts you owe on your Account in U.S. Dollars via
the internet or telephone, our automated monthly debit system (AutoPay) or with
checks or payment instruments drawn on a financial institution located in the United
States. At our option, we may accept a payment drawn on a foreign bank. However, if
we accept such a payment, you agree to pay any fees associated with collecting such
a check. Payments will be credited to your Account as of the business day we receive
your check or money order if it is received at the address specified on your monthly
Account statement. If you mail your payment without a payment coupon, or to an
address other than the one we provide on your Account statement, this may result in a
delay in crediting the payment
in additional
INTEREST CHARGES, fees, and the possible suspension of your Account. In each
billing cycle in which a balance is due, you will be required to make at least a minimum
payment (the “Minimum Payment”) by the due date shown on the statement.

to your Account. This may result

16. Minimum Payment - Each month, you must pay at least the Minimum Payment and
any past due Minimum Payment(s) by the Payment Due Date shown on your monthly
Account statement. You may, at your option, pay more than the Minimum Payment or
pay the New Balance (as stated on your monthly Account statement) in full to reduce
or avoid the INTEREST CHARGE for the Account. Your Minimum Payment will be
calculated as follows:
first we determine the “Base Minimum Payment,” which is the
greater of $30.00 or 1.00% of your New Balance up to the Revolve Limit (not including
items (1) and (2) below). To the Base Minimum Payment, we may add one or more of
the following items, as incurred on your Account: (1) any late, annual and/or any other
Account related fee, (2) the INTEREST CHARGE, and (3) if your Account is over the
Revolve Limit, some or all of the balance amount over your Revolve Limit.
If the
resulting Minimum Payment is greater than $30.00, the total is then rounded to the
to exceed your New Balance. Any Minimum Payment or
next highest dollar not
additional amount you pay each month will not prepay any future Minimum Payments
required, or change your obligation to make at least a Minimum Payment by the
Payment Due Date.

17. How We Apply Payments - We may apply payments we receive on your Account in
any order we deem appropriate. If for any reason we cannot collect a check or other
payment item you send us on your Account, we may post to your Account as an
Advance transaction an amount equal to the credit previously given to you for such
check or payment item and we may charge interest on this amount from the date your
Account originally was credited for the payment. After a payment has been made, we
reserve the right to withhold available credit from your Revolve Limit in the amount
equal to the payment for 7 business days. Any remaining portion of your Revolve Limit
will continue to be available during this time.

All payments by check or money order accompanied by a payment coupon and
received at the payment address designated in your billing statement will be credited
to your Account on the day of receipt if received at the designated address by 5:00
p.m. CST on any banking day. Payments made via the internet or telephone will be
credited to your Account on the day of receipt if received by us prior to 7:00 p.m. CST
on any banking day. Banking days are all calendar days except Saturday, Sunday
and federal holidays. Payments due over a Saturday, Sunday or federal holiday and
received on those days will be credited on the day of receipt. Other types of mailed
payments will be processed within 5 banking days of receipt by us and credited to your
Account on the day of receipt.

18. Skip Payment Option - At our option, we may from time to time offer you an
opportunity to “skip” your obligation to make the Minimum Payment due for a billing
cycle. You may not skip payments unless we make this offer to you. If we offer you this
option, you may skip up to 2 payments in 12 months without incurring a Late Payment
Fee, but those 2 skipped payments may not be payments that are required in 2
consecutive months. You cannot use this skip payment option if your Account is
delinquent or in default. When you take advantage of a skip payment option we offer,
interest will continue to accrue on the entire unpaid balance of your Account.

19. Change of Address - Your monthly Account statements and notices about your
Account will be sent to the address you provided in your application or your response
to our Account solicitation. To change your address, you must call or write to us. We
must receive this information 15 days before the date a billing cycle closes to provide
your monthly Account statement at your new address. Note: If you have an address
change within 45 days of
the expiration date of your Card(s), you must contact
Cardmember Service with that information so that your new Card(s) can be mailed to
your new address.

20. Authorized Users - You agree not to allow access to your Card, Account number,
Convenience Checks, or personal identification number (PIN) to anyone else to use
your Account, except by asking us to issue a card to grant Account access to another
person.
If you allow access to your Card or Account information, you will be liable for
any charges made by that person, unless and except as expressly required by
applicable law. You agree to be responsible for all Account transactions made by a
Cardmember, or anyone who you have authorized by (a) asking us to issue a Card to
grant Account access to another person; (b) lending your Card to or allowing Account
access by another person; or (c) any other way in which you would be legally
considered to have allowed another person to use your Account or to be legally
prevented from denying that you did so. Be cautious when allowing another person to
become an authorized user of your Account; once you allow authority to any
authorized user you cannot limit that authority unless the Account is closed to future
transactions. You, as a primary or joint Cardmember must call or write us with any
request to cancel and remove a person’s authority and to accomplish any necessary
Account closure. Except as permissible by law, we will not provide any Account
information to anyone other than you; and authorized users of your Account do not
have a right to make any Account changes or inquiries.

21. Lost or Stolen Card or Convenience Checks - You must notify us immediately if
your Card, Convenience Checks or PIN number are lost or stolen or there is possible
unauthorized use of your Card, Account or PIN number. You will not be liable for the
unauthorized use of the Account. You must notify us by telephone or in writing. If this
happens, we will ask you and all other persons given Account access to return all
Cards and unused Convenience Checks to our Investigations Department. In addition,
we have the right to close your Account and open a new Account. If we do so, new
Cards and Convenience Checks, and a new PIN number will be issued for your new
Account.

22. Using Your Card For International Transactions – You may use your Card for retail
Purchases from foreign merchants and for cash withdrawals from foreign ATMs that
bear either the PLUS System or Visa logos. Some merchant and ATM transactions,
even if you and/or the merchant or ATM are located in the United States, are
considered foreign transactions under the applicable Visa rules, in which case we will
add the Foreign Transaction Fee INTEREST CHARGE described in this section to
those transactions. We do not control how these merchants, ATMs and transactions
are classified for this purpose. We assess a Foreign Transaction Fee INTEREST
CHARGE on transactions in which the merchant is located in a country other than the
United States, even in transactions that do not require currency to be converted. Your
foreign transaction will be processed through Visa under its then current rules.

If your foreign transaction is not converted to U.S. Dollars prior to being processed by
Visa, it will be converted to U.S. Dollars by multiplying the amount of the foreign
currency times (a) a rate selected by Visa from the range of rates available in
wholesale currency markets for the applicable central processing date, which rate may
vary from the rate Visa itself receives, or (b) the government-mandated rate in effect
for the applicable central processing date. To the converted transaction we will add a
Foreign Transaction Fee INTEREST CHARGE of up to 3.00% of
the Purchase
transaction or up to 3.00% of the ATM transaction.

If your foreign transaction is in or converted to U.S. Dollars prior to being processed by
Visa, we will add a Foreign Transaction Fee INTEREST CHARGE of up to 3.00% of
the Purchase transaction or up to 3.00% of the ATM transaction.

YOUR LEGAL RESPONSIBILITY IN THIS AGREEMENT

23. Responsibility to Pay - You agree to pay us for all Purchases, Advances, Balance
Transfers, INTEREST CHARGES, Account Fees, other fees or charges provided for in
this Agreement and, to the extent permitted under applicable law, attorneys’ fees and
collections costs we incur enforcing this Agreement against you. This is the case even
if the Account is used only by one of you, or is used by an Authorized User chosen
only by one of you. If there is more than one Cardmember, each of you is responsible,
individually and together, for the full amount owed on the Account. Your obligation to
pay the Account balance continues even though an agreement, divorce decree, court

judgment, or other document to which we are not a party may require another person
responsible to pay the Account.

24. Intent to Repay - Every time you use the Account, you represent to us that you
intend and have the reasonable ability to repay your Account obligations. We rely on
this representation every time you use the Account.

25. Disputed Payment in Full - Communications regarding a disputed payment in full,
including any restrictively endorsed items, must be sent to the address set forth in
“Your Billing Rights” below. This address may not be used for any purpose other than
a dispute. If you fail to send your disputed payment to the designated address, we may
accept late or partial payments without losing any of our rights under this Agreement.
Except as provided above, we may collect a check or any payment instrument marked
“paid in full”, “without recourse” or similar language, and we will not have waived our
right to collect any remaining amount you owe us under this Agreement.

26. Default - You and your Account will be in default of this Agreement if: (a) we do
not receive the Minimum Payment by the Payment Due Date on your Account
statement; (b) you violate any other provision of this Agreement; (c) you die without a
surviving joint Cardmember;
(d) you become insolvent, assign any property to your
creditors, or go into bankruptcy or receivership; (e) you have made false statements

affecting the application or the maintenance of your Account; (f) we have any reason
to believe that the Account is in danger of, or is being used for fraud or improper
purposes; (g) (except where prohibited by law) you are married and reside in a
community property state and we receive a written notice from you or your spouse that
he or she is no longer liable on the Account; (h) your Account becomes inactive; (i)
anything happens that we believe in good faith increases the risk that you will not live
up to your payment or other obligations under this Agreement; or (j) (except where
prohibited by law) this is a joint Account and one of you notifies us that he or she
wants the Account closed or will no longer be liable on the Account. You and your
Account will also be in default if you make transactions which exceed your Revolve
Limit.

27. Illegal Purchases - You agree that you will not use or permit an Authorized User to
use the Card or Account for any unlawful purpose, such as funding any account that is
set up to facilitate online gambling.

OUR LEGAL RIGHT TO CHANGE OR CANCEL THIS AGREEMENT

28. Ownership of this Account; Governing Law - Your Card and any other Account
access device that we may supply to you are our property and upon our request must
be immediately returned to us or our designated agent or otherwise destroyed or
surrendered, as we instruct. We extend all Account credit to you in and from the state
of Nevada, regardless of where you reside or use the Card or Account. This
Agreement is governed by the laws of the state of Nevada and applicable federal law,
regardless of the internal conflict of law principles of the state where you reside or use
the Account. Federal or state consumer protection laws may not apply if you use the
Account for other than personal, family or household purposes.

29. Changes to the Account - Account and Agreement terms are not guaranteed for
any period of time; we may change the terms of your Agreement, including APRs and
fees, in accordance with Nevada and federal law (collectively, “ applicable law”) and
the terms of this Agreement. Your experience with other creditors, as reflected in your
credit score, your experience with us including but not limited to your Account usage
and performance, and/or your transactional experience with our affiliates, may also
cause a change, including an increase in the margin that is added to the Index, an
increase in fees, or a decrease in the Revolve Limit. Factors considered in making
such changes may include existence, seriousness and timing of the defaults under any
agreement that you have with us or our affiliates, and any indications of the Account
usage and performance. Your transactional experience with us may also cause a
change, including an increase in the margin that is added to the Index, an increase in
fees, or a decrease in the Revolve Limit. Factors considered in determining the
increased rate or Revolve Limit decrease may include your general credit profile,
existence, seriousness and timing of the defaults under any agreement that you have
with us, and other indications of the Account usage and performance. We will give
you the written notice of any such change in the manner required by applicable
Nevada and federal law. Any Agreement changes to APRs and fees will apply to all
new Account balances you owe under your Account as of the effective date indicated
in the notice or otherwise permitted by applicable law. All other Agreement changes
will apply to all new and outstanding Account balances you owe under your Account

as of the effective date indicated in the notice or otherwise permitted by applicable law.
You will be deemed to have accepted the new terms if you or an Authorized User
make a Purchase, obtain an Advance or Balance Transfer or otherwise use the Card
or Account after the date the change takes effect, or in 30 days, if within such period
you fail to notify us in writing that you do not want to accept the change. If we receive
notice that you do not wish to accept the change, we will close your Account and you
may pay off the outstanding Account balances under the existing terms.

30. Cancellation of your Account - We may cancel your Account or suspend your
ability to use the Account at any time, with or without any specific reason and with or
without prior notice to you as permissible by applicable law. You may cancel your
Account by notifying us by telephone or in writing.
If this is a joint Account, we may,
but are not required to, honor a request by either of you to cancel the Account. After
the Account is canceled, you will not be able to obtain additional credit on the Account
and we will not honor any transactions, including any recurring charges (for items such
as subscriptions) you may have authorized.

Upon the cancellation of your Account due to your default under this Agreement, all
amounts owed on the Account will be immediately due and payable without notice or
demand from us. Upon our request, you must cut all Cards and Convenience Checks
in half and return them to us. If you do not pay the amounts you owe under this
Agreement, you will be liable for our collection costs including our reasonable attorney
fees and expenses of legal actions, to the extent permitted by applicable law.

31. Assignment of your Account to Another Creditor - We may assign, sell or transfer
your Account, and/or amounts owed on your Account, to another creditor at any time.
If we do, this Agreement will still be in effect unless and until amended, and any
references made in this Agreement to “we”, “us”, or “our” will refer to the creditor to
which we assign, sell or transfer the Account or the amounts you owe under the
Account. You may not assign your obligations under this Agreement to any third party.

OUR LEGAL RIGHTS AND OBLIGATIONS

32. Collecting Credit Information About You - We may make any credit, employment
and investigative inquiries we deem appropriate related to giving you credit or
collecting amounts owed on your Account. We may also request consumer credit
reports from one or more consumer reporting agencies (credit bureaus) to be used in
connection with your Account and any update, renewal or extension of credit we make
to you. We may provide information about you, your Account or your credit history to
consumer reporting agencies and others who may properly receive that information.

33. Credit Bureau Disputes - If you believe we inaccurately reported credit history
information about you or the Account to a credit bureau, call us at 800-481-9057 or
write to us at Consumer Recovery Department, Attn.: CBR Disputes, P.O. Box 108, St.
Louis, MO 63166-9801.

34. Refusal to Honor Transactions - We are not responsible if anyone refuses to honor
your Card or a Convenience Check, or if authorization for a particular transaction is not
given, even if you have sufficient credit available on your Account. Also, for security
reasons, we may limit the number of transactions made on your Account in a day, and
the limit per day may vary. For security reasons, we cannot explain the details of how
this system works.
the Revolve Limit or delinquent,
authorization for new transactions may be declined. We are not responsible for
anything purchased with your Card or a Convenience Check. You must return goods
you purchased with the Card or Account to the merchant and not to us.

If your Account

is over

35. Third Party Offers - From time to time, third parties may provide you with services,
enhancements or benefits which are not related to credit we extend on your Account.
We are not
liable for these services, benefits or enhancements, or the acts or
omissions of such third parties. You agree that the third party which provides the
benefit or service is solely responsible for it.

36. Telephone Communications - From time to time, we may monitor and or record
telephone calls you make to us or our agents or that we or our agents make to you.
If
any telephone contact number you give us is for a cell phone or other wireless device,
we may use that number to contact you regarding your Account or other goods or
services offered by us or an Affiliate.

37. Severability - If a court of competent jurisdiction finds any part of this Agreement
illegal or unenforceable, the remaining portions of the Agreement will remain in effect
as written after any such illegal or unenforceable portion is amended in conformance
with applicable law or, if necessary, voided.

38. Entire Agreement - This version of the web Agreement replaces any previous
versions of the web Agreement. The Agreement, as modified by any change in terms
we may deliver from time to time in accordance with applicable law, constitutes the

entire agreement between you and us, and supersedes any prior negotiation or
understanding between you and us concerning the subject matter of the Agreement.

39. Waivers - We do not give up our rights under the Agreement or applicable law
when we fail to exercise or delay exercising those rights. Our failure or delay to
exercise any right or remedy we have against you does not mean that we waive that
right in the future. We can delay enforcing any of our rights under this Agreement
without losing them.

40. Privacy Policy and Disclosure of Account Information - You will receive a copy of
our Privacy Policy when you open your Account and at least once annually while you
remain our customer. Copies of the Policy are available from our customer service
centers and on our web site. Our Policy describes how we collect, protect and use
your confidential financial and other information about you and the circumstances
under which we may share information about you with our Affiliates and with
unaffiliated third parties. The Policy tells you how you can limit the ways we share
certain kinds of information about you.

41. Executive Officers - If you are an executive officer of the Issuer or one of its
Affiliates, we reserve the right to demand payment on your Account at any time.

42. Arbitration - By requesting an Account from us and accepting this Agreement, you
agree that either you or we can choose to have any “Claim,” as defined below,
resolved by binding arbitration.
IF ARBITRATION IS CHOSEN BY ANY PARTY,
NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THE CLAIM IN
COURT OR TO HAVE A JURY TRIAL ON THE CLAIM, OR TO ENGAGE IN PRE-
ARBITRATION DISCOVERY, EXCEPT AS PROVIDED FOR IN THE ARBITRATION
RULES. IN ADDITION, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN
COURT OR IN ARBITRATION AS A REPRESENTATIVE OR MEMBER OF ANY
CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO
ARBITRATION. THE ARBITRATOR’S DECISION WILL GENERALLY BE FINAL AND
BINDING. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT
MAY ALSO NOT BE AVAILABLE IN ARBITRATION. IT IS IMPORTANT THAT YOU
READ THE ENTIRE ARBITRATION PROVISION CAREFULLY.

Any claim, dispute or controversy between you and us (including any assignee of our
rights) (whether in contract, regulatory, tort, or otherwise, whether pre-existing, present
or future and including constitutional, statutory, common law,
tort and
equitable claims) arising from or relating to (a) this Agreement, your Account, the
advertising and disclosures used in connection with your Account, offers and services
provided in connection with your Account and/or the credit offered or provided to you,
or (b) the validity of this Arbitration Provision (individually and collectively, a “Claim”)
must, after an election by you or us, be resolved by binding arbitration in accordance

intentional

If

with this Arbitration Provision and the rules of the Administrator in effect when the
Claim is filed. This includes, without
limitation, disputes concerning the validity,
enforceability, arbitrability or scope of this Arbitration Provision, except: (1) only a
court, and not the arbitrator, shall have authority to resolve disputes concerning the
validity or enforceability of this Arbitration Provision’s prohibition against resolving
Claims on a class basis; and (2) we may not elect to arbitrate an individual Claim
brought by you in small claims court (or the equivalent court in your state), unless that
Claim is transferred, removed or appealed to a different court or you seek to assert a
Claim in excess of the statutory limits of such small claims court. The party initiating
the arbitration may contact JAMS, 1920 Main Street, Suite 300, Irvine, CA 92614,
www.jamsadr.com, 800-352-5267, provided that no arbitration may be administered,
without the consent of all parties to the arbitration, by any organization that has in
place a formal or informal policy that is inconsistent with and purports to override the
terms of this Arbitration Provision. In all cases, the arbitrator must be a lawyer with at
for any reason the selected
least 10 years of experience or a retired judge.
Administrator cannot or will not serve, the party initiating the arbitration will have 20
days to select a new Administrator. There shall be no authority for any Claims to be
litigated or arbitrated on a class action basis or for an arbitrator to hear such
Claims. An arbitrator can only decide our or your Claim and may not consolidate or
join the claims of other persons who may have similar claims. Any arbitration hearing
that you attend will take place at a location reasonably convenient to you. At your
request, we will consider in good faith any reasonable request for us to bear the fees
charged by the Administrator or arbitrator. Each party shall bear the expense of that
party’s attorneys, experts, and witnesses, regardless of which party prevails in the
arbitration, unless applicable law gives a party the right to recover any of those fees
from the other party. The arbitrator shall apply applicable substantive law consistent
with the Federal Arbitration Act (and not by any state law concerning arbitration) and
shall award such remedies, if any, that would be available in court if arbitration had not
been elected. The arbitrator shall follow applicable statutes of limitations, and shall
honor claims of privilege recognized at law. If a class Claim is brought and the
prohibition against class actions is not enforced, then this entire Arbitration Provision
shall be null, void and inapplicable, subject to the right of any party to appeal the
determination of invalidity of the prohibition against class actions. If any other portion
of this Arbitration Provision cannot be enforced, the rest of this Arbitration Provision
will continue to apply.
In the event of any conflict or inconsistency between this
Arbitration Provision, and the Administrator’s rules or this Agreement, this Provision
will govern. Upon the timely request of either party, the arbitrator must write a brief
explanation of the basis for the award. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction. This Arbitration Provision
shall survive repayment of your extension of credit, your (or our) bankruptcy and
termination of your Account. This Agreement is entered in interstate commerce and
this Arbitration Provision shall be governed by the Federal Arbitration Act, 9 U.S.C. §§
1 through 16 and not by any state law pertaining to arbitration.

YOUR BILLING RIGHTS

Keep this document for future use. This notice tells you about your rights and our
responsibilities under the Fair Credit Billing Act.

What to Do if You Find a Mistake on Your Statement:

If you think there is an error on your statement, call or write to us.

In your letter or call, give us the following information:

 Account information: Your name and Account number.
 Dollar amount: The dollar amount of the suspected error.
 Description of problem: If you think there is an error on your bill, describe what



you believe is wrong and why you believe it is a mistake.

You must contact us:
 Within 60 days after the error appeared on your statement.
 At least 3 business days before an automated payment is scheduled, if you

want to stop payment on the amount you think is wrong.







The charge in question may remain on your statement, and we may continue
to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible
for the remainder of your balance.
We can apply any unpaid amount against your Revolve Limit.

After We Finish Our Investigation, One of Two Things Will Happen:


If we made a mistake, you will not have to pay the amount in question or any
interest or other fees related to that amount.
If we do not believe there was a mistake, you will have to pay the amount in
question, along with applicable interest and fees. We will send you a statement of
the amount you owe and the date payment is due. We may then report you as
delinquent if you do not pay the amount we think you owe.
If you receive our
explanation but still believe your bill is wrong, you must write to us within 10 days
telling us that you still refuse to pay.
If you do so, we cannot report you as
delinquent without also reporting that you are questioning your bill. We must tell
you the name of anyone to whom we reported you as delinquent, and we must let
those organizations know when the matter has been settled between us.

What Will Happen After We Receive Your Letter or Call:
When we receive your letter or call, we must do two things:
1.

2.

Within 30 days of receiving your letter or call, we must tell you that we received
your letter. We will also tell you if we have already corrected the error.
Within 90 days of receiving your letter or call, we must either correct the error or
explain to you why we believe the bill is correct. While we investigate whether or
not there has been an error:


We cannot try to collect the amount in question, or report you as delinquent
on that amount.

If we do not follow all of the rules above, you do not have to pay the first $50 of the
amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases:
If you are dissatisfied with the goods or services that you have purchased with your Card,
and you have tried in good faith to correct the problem with the merchant, you may have
the right not to pay the remaining amount due on the purchase. To use this right, all of
the following must be true:

1.

2.

The purchase must have been made in your home state or within 100 miles of your
current mailing address, and the purchase price must have been more than $50.
(Note: Neither of
these are necessary if your purchase was based on an
advertisement we mailed to you, or if we own the company that sold you the goods
or services.)

You must have used your credit card for the purchase. Purchases made with cash
advances from an ATM or with a check that accesses your credit card Account do
not qualify.

3.

You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact
us in writing.
While we investigate, the same rules apply to the disputed amount as discussed above.
After we finish our investigation, we will tell you our decision. At that point, if we think you
owe an amount and you do not pay, we may report you as delinquent.

SPECIAL RULES FOR CREDIT CARD PURCHASES DO NOT APPLY TO
PURCHASES MADE WITH CONVENIENCE CHECKS OR BALANCE TRANSFER
CHECKS.

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