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<br />- <br /> <br />You may terminate an affiliate's participation by giving us written notice and a reasonable <br />time to act on such notice. If an approved participant is, or will no longer <br /> <br />be, majority-owned by you, you agree to notify us immediately, and we may immediately <br />terminate the Card Accounts of such participant. <br /> <br />SU!REMENrALG<JlJERNUII}IAW ANDRE.'DUJJ.IDNOFDlSPUIE'3~ <br />Notwithstanding anything to the contrary in the Governing Law provision in the General <br />Provisions section of this Booklet, the Commercial and Corporate Card Selvices are governed <br />by the laws respecting national banking associations and, to the extent not covered by those <br />laws, by the laws of the State of Delaware, without reference to that state's principles of <br />conflicts ofJaw, regardless of where you reside or where a Cardholder uses a Card Account. <br /> <br />Notwithstanding anything to the contrary in the Resolution of Disputes provision in the <br />General Provisions section of this Booklet, you agree to submit to the personal jurisdiction <br />of any state or federal court in Delaware and to binding arbitration in Delaware with <br />respect to disputes regal'ding the Commercial and Corporate Card Services. <br /> <br />ADDITIONAL TERMINATION PROVISIONS <br />We may immediately terminate these Services if there occurs (i) a termination event set forth <br />in the "Termination" section of this Booklet with respect to you, a participating affiliate or a <br />guarantor of obligations under any Card Account, (ii) a change in your ownership, if you are <br />a privately-held entity, in excess of 50% or (Hi) any of the following with respect to you, a <br />participating affiliate or a guarantor of obligations under any Card Account: <br /> <br />· the failure to payor perform any obligation, liability or indebtedness to us or any of <br />our affiliates or subsidiaries, whether under this Booklet or any other agreement, as <br />and when due (whether upon demand, at maturity or by acceleration); <br /> <br />· the failure to payor perform any other obligation, liability or indebtedness to any <br />other party; <br /> <br />· death (if an individual) or resignation or withdrawal of any partner or material owner <br />(of a privately-held entity); <br /> <br />· merger or consolidation with or into another entity; <br /> <br />· the determination by us that any representation or wan"anty made to any of our <br />affiliates or subsidiaries in any agreement is or was, when it was made, untrue or <br />materially misleading; <br /> <br />· the failure to timely deliver such financial statements, including tax retul11s, other <br />statements of condition or other information, as we shall request from time to <br />time; <br /> <br />· the entry of a judgment which we deem to be of a material nature; <br /> <br />AD-AG-0455B (2004-2) 20 <br />