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Section 3.9. U.S. Internal Revenue Code (IRC) Section 1441 requires the withholding of <br /> tax on certain payments to foreign persons. For U.S. tax purposes, the Bank is a foreign person. <br /> However, IRC Regulation 1.1441- 1(b)(2)(ii) provides that no withholding is required on <br /> payments made to a U.S. financial institution acting as agent for the foreign person. Harris Trust <br /> and Savings Bank, a wholly owned subsidiary of the Bank is receiving all payments made under <br /> this agreement as agent for the Bank. Harris Trust and Savings Bank will comply fully with all <br /> obligations to withhold under IRC Section 1441 and Regulation 1- 1441 -(1). Additionally, Harris <br /> Trust and Savings Bank as a U.S. financial institution will complete an IRS Form W -9, Request <br /> for Taxpayer Identification Number and Certification upon request. <br /> SECTION 4. MEMBER AND CARDHOLDER LIABILITY_ <br /> Section 4.1. The Member shall be liable to the Bank for, and agrees to pay the Bank, all <br /> Charges to the Member Account, even i .the aggregate of all outstanding Charges is in excess of <br /> the Member Credit Limit or in excess of any Card Limit, and even if as between the Member and <br /> a Cardholder any Charge resulted from improper use of a Card by the Cardholder. <br /> Section 4.2. Notwithstanding 4.1, MasterCard currently provides MasterCoverage " r* <br /> program for the benefit of issuers of corporate Cards and the corporate sponsors (such as the <br /> Member). Based on the MasterCoverage program, the Bank agrees to waive the Member's <br /> liability for certain wrongful Card transactions by Cardholders who are no longer employed by <br /> the Member. The type and amount of such Card transactions which qualify for such waiver of <br /> Company liability shall be determined by the MasterCoverage program and shall be governed by <br /> the terms, exclusions, and conditions of such programs as established from time to time by the <br /> underwriters, including but not limited to the condition that the Member meet all of its <br /> obligations to make a qualifying claim under the applicable program. The Member <br /> acknowledges having received from the Bank of the MasterCoverage Program description <br /> outlining such obligations of the Member and the current conditions, limitations, and exclusions <br /> applicable to such programs. The Bank may terminate this liability waiver at any time upon <br /> written notice to the Member in the event that the related MasterCoverage Program is <br /> terminated. <br /> Section 4.3. In the event of possible loss, theft or unauthorized use of Card, the Member <br /> agrees to notify the Bank by phone at (800) 361 -3361 or fax notice to the Bank at <br /> (888) 224 -5393. Promptly following receipt of such notice, the Bank shall place a hold on the <br /> affected Cardholder Account and the Member shall have no further liability for unauthorized use <br /> of such Card or Cardholder Account which does not benefit the Member. The Member shall be <br /> liable for any unauthorized use of the Card prior to the time the Bank receives notice. <br /> Unauthorized use does not include use by a person whom the Member or Cardholder has given <br /> authority to use the Member Account. Member will be liable for all use by such a person. The <br /> Member will be liable for any use authorized by the Member or a Cardholder until the Member <br /> has sent the Bank written notice and destroyed and/or recovered and safeguarded the Card that <br /> the person was using. Member shall cooperate with Bank in its efforts to investigate <br /> unauthorized use. <br /> -5- <br />