Sierra Club, Inc. - Page 5




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               of SC members to utilize the Services provided by ABS,                 
               all as more specifically described herein.                             
                         *    *    *  *     *   *  *                                  
                    2.3  ABS has entered into a written agreement                     
               whereby Chase Lincoln First Bank, N.A. of Rochester,                   
               New York (“Chase Lincoln”) has agreed to act as a                      
               financial institution to issue bankcards for SC.  SC                   
               has selected Chase Lincoln as the financial institution                
               to be the issuer of Sierra Club bankcards under this                   
               Agreement.  * * *                                                      
                    2.4  Chase Lincoln has represented to ABS that                    
               the membership fee customarily charged cardholders by                  
               Chase Lincoln will be waived for all SC members for the                
               first year of the term of this Agreement.  ABS will                    
               attempt to obtain from Chase Lincoln, or from any                      
               successor financial institution selected by SC, a                      
               waiver of such membership fee for each year of the                     
               initial four year term of this agreement.  In the event                
               ABS is unable to obtain a waiver of such membership                    
               fee, ABS will pay to SC, and SC will refund to                         
               participating members, the membership fee charged such                 
               members during each year of the term of this Agreement.                
                    ARTICLE 3.  Program Control                                       
                         *    *    *  *     *   *  *                                  
                    3.2  ABS shall provide SC with monthly computer                   
               reports which set forth the Total Cardholder Sales                     
               Volume, as defined in Attachment "B" hereto, and the                   
               royalty fees payable to SC.                                            
                    3.3  ABS shall be entitled to offer to SC members                 
               who select one of the options in Attachment “A" such                   
               other services or products as are mutually agreed upon                 
               from time to time between the parties hereto and for                   
               which mutually agreed upon compensation is paid to SC.                 
                    3.4  ABS shall keep and maintain true, correct                    
               and complete books of account and records from which SC                
               royalty fees can be determined.  * * *  SC shall have                  
               the right at any time to examine, inspect, and audit                   
               all such books and records, and all such other papers                  
               and files of ABS relating to the performance of this                   
               Agreement.                                                             




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Last modified: May 25, 2011