Close the Sale with the Melody Card

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Close the Sale with the Melody Card Closing a sale has never been easier! HSBC Retail Services now provides competitively priced finance programs with profit opportunities for your music store. Once you are enrolled with the Melody Card, your dealership will be able to: " Finance any product you sell for your customers " Finance all repairs, rentals and lessons offered at your dealership " Increase profits with 1% participation paid on all non-promotional sales " Save money with no bankcard transaction or interchange fees " Process credit applications 7 days a week with rapid decisioning With the Melody Card, your customers will enjoy: " Competitive finance promotions " Flexible payment terms " Low monthly payments " No annual fee " Keeping other bankcard credit lines free " No prepayment penalty Unlike traditional bankcards that charge your dealership to accept their card, the Melody Card lets you earn 1% participation on the standard program.

We 9ve made it easy to convert bankcard transactions to the Melody Card with our WebFinance application and sales processing system. You will make more money when your customers use the Melody Card to make their purchases. There is no cost to enroll, so start taking advantage ... more. less.

of the Melody Card benefits by completing the enclosed enrollment materials. Please allow 5-10 business days (from receipt by HSBC) for your enrollment materials to be processed. Upon approval, you will receive a confirmation letter and a Starter Kit. You will also be contacted to schedule WebFinance training. For assistance in completing your enrollment, or for general program inquiries, please contact HSBC 9s Merchant Operations Department at 800-344-4153. We look forward to partnering with you to increase your profits and sales. Enrollment Checklist Your dealership can enroll in the Melody Card Retail Finance Program by following these five easy steps: 1. Complete the Revolving Dealer Agreement. Complete and sign the last page of the dealer agreement : " If your business is a corporation, a principle must sign. " If your business is a partnership, one partner must sign. " If your business is a sole proprietorship, the owner must sign. Indicate your federal tax ID number. After completion, please make a copy for your records. 2. Complete and sign the Dealer Application. 3. Complete the Authorization Agreement for Automatic Debits and Credits (ACH). At tac h a v oided c hec k t o the f or m. 4. Mail the following forms to HSBC: Signed Revolving Dealer Agreement Completed and signed Dealer Application Completed Authorization Agreement for Automatic Debits and Credits (ACH). B e sure to at t ac h a v oided c hec k. Two years financial statements. Mail Enrollment Materials to: HSBC RETAIL SERVICES 700 Wood Dale Road 3 Bldg. 3A Wood Dale, IL 60191 Attn: Merchant Operations 3 Melody Card Enrollments Once approved, your starter kit, including consumer applications and your dealer manual, will arrive approximately two to three weeks after HSBC receives the forms listed above. If you have any additional questions, please contact our Merchant Operations Department at (800) 344-4153. Dealer Application 1. BUSINESS INFORMATION Dealer Name ____________________________________________D/B/A ________________________________________________ Address ______________________________________________________________________________________________________ City ______________________________________________________ State __________________ Zip ______________________ Please complete the form on page 2 for additional locations, if any. Business Type: Corporation_____Sole Proprietor_____Partnership_____Limited Partnership_____ In Business Since________________________________________Annual Sales*__________________________________________ List Products/Brands Sold________________________________________________________________________________________ Contact Name __________________________________________Position ______________________________________________ Telephone # ____________________________________________Fax #__________________________________________________ E-mail Address __________________________________________Web site address ______________________________________ Textron Dealer Number __________________________________ 2. PRINCIPAL/PERSONAL INFORMATION Complete this section for each principal/individual involved with ownership of company. Photocopy if necessary for additional principals. Full Name ______________________________________________Social Security #________________________________________ Home Address ________________________________________________________________________________________________ Interest in Business ______________________________________% Title______________________________________________ Full Name ______________________________________________Social Security #________________________________________ Home Address ________________________________________________________________________________________________ Interest in Business ______________________________________% Title______________________________________________ Page 1 (over) 3. ADDITIONAL STORE LOCATIONS Photocopy, if needed, for more store locations. Dealership Name ____________________________________________________________________________________ Address ____________________________________________________________________________________________ Contact Name ______________________________________________________________________________________ Telephone # ________________________________________________________________________________________ E-mail Address ______________________________________________________________________________________ Web Site Address____________________________________________________________________________________ 4. SIGNATURE The business entity making this application ( cDealer d) (through the authorized person signing below on behalf of the business entity cDealer d)( cPrincipal d) submits the above information as being a true, accurate statement of its Dealer 9s financial cond ition as of the date shown. The Dealer and the Principal further agrees that HSBC Retail Credit (USA) Inc. ( cHSBC d) may at their its discretion make whatever inquiries they it deems necessary, in connection with the information contained herein or in the course of the review or collection of any credit extended in reliance on this information, including obtaining reports from Consumer reporting Agencies on the Principal. The Dealer and the Principal authorizes any person or Consumer Reporting Agency to compile and furnish to HSBC any information it may have in response to such credit inquires. The Dealer agrees to notify HSBC immediately of any changes in its financial condition which would adversely affect its ability to repay any of its obligations to HSBC according to the terms of the Dealer Agreements, as applicable, and Addenda (if any) between the Dealer and HSBC. Should HSBC learn of such adverse change without notice from the Dealer, or should any of the information in the above statement be untrue or misleading or materially incomplete, the Dealer agrees that all its indebte dness to HSBC and all indebtedness of another to HSBC, which is guaranteed by the Dealer, may at their HSBC 9s election become immediately due and payable without notice. HSBC promises not to divulge any information contained herein to any individual, company or entity for any reason. This information is for internal use only to establish financial soundness and credit worthiness of the Dealer. Signature ______________________________________________Date __________________________________________________ Page 2 Authorization Agreement for Automatic Debits and Credits (ACH) Company Name ____________________________________________________________________________________________ I (we) hereby authorize HSBC Bank Nevada, National Association or its affiliates ( cCOMPANY d) to initiate credit entries and to initiate,if necessary,debit entries and adjustments for any credit entries to my (our) checking account indicated below and the depository named below ( cDEPOSITORY d) credit and/or debit the same to such account. Depository Name ________________________________DBA (if applicable) ________________________________________ Address __________________________________________________________________________________________________ City ____________________________________________________________ State ______________Zip __________________ Bank Telephone # ____________________________________Fax #__________________________________________________ Bank Routing - Transit/ABA # (9 digits) ______ ______ ______ ______ ______ ______ ______ ______ ______ Bank Account # ____________________________________________________________________________________________ This authority is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonable opportunity to act on it. Federal Tax Name(s) ______________________________________________Tax ID# __________________________________ (PLEASE PRINT) For additional locations with separate bank accounts, please attach required bank information for each account. Signature of Officer or Principle __________________________________________Date ______________________________ Please allow 7-10 business days for processing. Any questions, please call (800) 344-4153. A COP Y OF A V OIDED CHECK MUS T BE A T T A CHED . IF A COPY OF A CHECK CANNOT BE SUPPLIED,THEN YOU MUST HAVE A LETTER FROM THE BANK ON BANK LETTERHEAD.THIS LETTER MUST CONTAIN CONFIRMATION THAT THE ABOVE DEALER HAS AN ACCOUNT WITH THIS BANK AND THAT THE ABA AND ACCOUNT NUMBER ARE CORRECT. THE LETTER MUST ALSO CONTAIN THE ABILITY TO INITIATE DEBITS AND CREDITS TO THE ABOVE ACCOUNT. IF THE COPY OF THE VOIDED CHECK OR LETTER IS NOT PROVIDED,THIS REQUEST WILL NOT BE PROCESSED. (FOR OFFICE USE ONLY 4HSBC WILL COMPLETE) PV Date ______________ Contact______________________________________________Phone # ________________________________ Organization/ORG Number (3 digits) __________________Merchant Number (5 digits) ________________________________________ Routing Number Account Number REVOLVING CREDIT DEALER AGREEMENT (TEXTRON FINANCIAL DEALERS 3 MELODY CARD) HSBC: HSBC Bank Nevada, National Association, 1111 Town Center Drive, Las Vegas, NV 89144 Dealer: ______________________________________________________________________________ Circle one: < Corporation> <Partnership> <LLP> <LLC> <Sole Proprietorship> State of Registration:_______ Address: ______________________________________________________________________________ ______________________________________________________________________________ Telephone: _______________ Facsimile _____________________ Website: ______________________ Federal Tax Identification No. ________________Contact Person :________________________________ This Revolving Credit Dealer Agreement ("Agreement ") is made and entered into as of the ___ day of __________________, 200__ ("Effective Date "), by and between HSBC Bank Nevada, National Association (herein "HSBC ") and the above named and undersigned Dealer (herein "Dealer "). In consideration of the mutual promises, covenants, and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer and HSBC agree as follows: Section 1 . Definitions . In addition to the words and phrases defined above and elsewhere in this Agreement, the following words and phrases shall have the following meanings: a. "Account " means a private label revolving credit card account established by HSBC to be used by the Cardholder to finance the purchase of Goods from Dealer pursuant to the terms of the Cardholder Agreement. Except as otherwise provided herein, each Account shall be owned by HSBC. b. "Affiliate " means any entity that is owned by, owns or is under common control with a party or its ultimate parent. c. "Applicable Law " means collectively or individually any applicable law, rule, regulation or judicial, governmental or administrative order, decree, ruling, opinion or interpretation. d. "Authorization " means permission from HSBC to make a Card Sale. e. "Authorization Center " means the facility designated by HSBC as the facility to provide authorization to Dealer to make Card Sales. f. "Business Day " means any day except Saturday or Sunday or a day on which banks are closed in the State of Nevada. g. "Card " means the private label credit card issued by HSBC for the Program. h. "Cardholder " means (i) the person in whose name an Account is opened and (ii) any other authorized users of the Account and Card. i. cCardholder Agreement d means with respect to any Account or an application for an Account, the related combined application/agreement between the Cardholder and HSBC governing the terms and conditions of such Account, as such terms and conditions or agreement may be amended from time to time by HSBC. j. "Card Sale " means any sale of Goods that Dealer makes to a Cardholder pursuant to this Agreement and the Cardholder Agreement that is charged to an Account. k. "Chargeback " means the return to Dealer and reimbursement to HSBC of a Sales Slip or Card Sale for which Dealer was previously paid or for which Dealer is responsible pursuant to Section 6 herein. l. "Credit Slip d means evidence of a credit in a paper or electronic form for Goods purchased from Dealer. m. "Goods " means the products described in Section 2 below, certain warranties expressly authorized by HSBC, and related services sold by Dealer in the ordinary course of Dealer's business to consumers for individual, family, personal or household use. n. "Operating Instructions " means the dealer manual, regulatory guidelines and operating instructions and/or procedures designated by HSBC from time to time concerning the Program. o. "Program " means the private label revolving credit card program associated with Textron whereby Accounts will be established and maintained by HSBC, Cards issued by HSBC to qualified consumers purchasing Dealer's Goods, and Card Sales funded all pursuant to the terms of this Agreement. p. "Sales Slip " means evidence of a Card Sale in paper or electronic form for Goods purchased from Dealer. q. "Terminal " means an electronic terminal or computer capable of communicating by means of an on-line or dial-up electronic link with an Authorization Center. Section 2 . Scope and Purpose . Dealer engages in the sale of musical instruments and other products specific to the music industry ( cGoods d) and Dealer desires to make financing available to consumers purchasing Goods from Dealer and to participate in the Program in accordance with the terms and conditions set forth in this Agreement. HSBC, a credit card bank in the business of providing revolving credit financing pursuant to a credit card, has agreed to provide such financing under the Program to individual qualified consumers purchasing Dealer's Goods pursuant to the terms and conditions set forth in this Agreement. a. Forms and Cards . HSBC will provide to Dealer standard Cardholder Agreements, Sales Slips, Credit Slips, and other forms from time to time for use by Dealer in the Program, which documents may be changed from time to time by HSBC. Dealer shall be charged a fee for HSBC's nonstandard forms and for forms in excess of normal usage. The design and content of Cards and billing statements and the terms and conditions of Accounts and Cardholder Agreements shall be determined by HSBC and are subject to change by HSBC from time to time. b. Credit Review; Ownership of Accounts . All completed applications for Accounts submitted by Dealer to HSBC whether mailed, telephoned or otherwise electronically transmitted will be processed and approved or declined in accordance with such credit criteria and procedures established from time to time by HSBC, with HSBC having and retaining all rights to reject or accept such applications. HSBC will only accept applications for revolving credit pursuant to the credit card it issues for individual, personal, family or household use. HSBC or its Affiliates shall own the Accounts including the Cardholder names and addresses associated with the Accounts, and shall bear the credit risk for such Accounts. In addition to HSBC 9s ownership of the Accounts without recourse to Dealer except as is otherwise provided herein, Dealer hereby assigns to HSBC any rights to refunds, deductions, credits or audit offsets with respect to sales tax, gross receipts tax, transaction privilege tax, or other similar tax relating to the tax paid on Accounts that have been charged off as worthless and uncollectible for tax purposes. Except as otherwise provided in Section 6 of this Agreement, Dealer acknowledges and agrees that it shall have no ownership interest in the Accounts. HSBC shall not be obligated to take any action under an Account, including making future advances or credit available to Cardholders. HSBC shall not be obligated to accept applications for a Card or to approve any Card Sale for consumers that do not have their principal residence and billing address in the United States or Puerto Rico. c. Card Promotions, Services and Enhancements . HSBC may from time to time offer to existing or potential Cardholders special credit promotions, additional services and/or enhancements. The terms of such promotions, services and enhancements shall be designated by HSBC and are subject to change or discontinuance by HSBC. In consideration of HSBC's providing special credit promotions and to compensate HSBC for such promotions, Dealer agrees to pay to HSBC for the period designated by HSBC such rates, discounts and amounts as may be designated by HSBC. HSBC may deduct amounts owed to it hereunder from amounts owed to Dealer under this Agreement. Section 3 . Fees, Discounts, Charges, Rates and Funding . a. Consumer Rate . The annual percentage rate ( cAPR d) to be charged on purchases with the Card shall be set by HSBC and is subject to change from time to time by HSBC. b. Fees, Discounts, and Charges . Dealer agrees to pay HSBC the following nonrefundable fees, charges and discounts (some of which are more fully described in this Agreement): (i) "Discount ": a percentage, determined by HSBC and/or Textron of the amount of each Sales Slip accepted and funded by HSBC: 0%. (ii) "Convenience Usage Charge ": 0% of all finance charges that would otherwise be paid by the Cardholder but for the payment in full of the outstanding Account balance during any grace period or promotional period. (Under the Program, HSBC may permit Cardholders to pay the entire outstanding balance due without finance charges during any applicable grace period or promotional period). (iii) cCredit Promotion Discount d: HSBC and/or Textron may from time to time make certain reduced rate, deferred payment and/or deferred interest credit promotions available to Dealer ( cCredit Promotions d). Each Sales Slip or Card Sale accepted and funded by HSBC which is generated pursuant to a Credit Promotion shall be subject to a Credit Promotion discount ( cDiscount Fee d) as determined by HSBC. (iv) "Returned Merchandise Charge ": 0% of the accrued finance charges on Accounts with respect to Goods that are returned and a credit is not applied prior to the end of the billing cycle period in which the Card Sale was made. (v) " Start-up Fee ": $0.00. (vi) "Forms Fee ": $0.00 (except for excess usage). (vii) "Application Fee ": $0.00 per Cardholder application presented to HSBC under the Program via electronic transmission pursuant to Section 7. The rate, fees, discounts and charges described above in this Section 3 are subject to change from time to time by HSBC upon notice to Dealer. c. Acceptance, Offset & Funding . Subject to the terms, conditions, warranties and representations in this Agreement and provided that Dealer has satisfied all of the conditions set forth in this Agreement, including, without limitation, Sections 4, 5, and 7 , HSBC agrees to pay to Dealer the amount of each valid and authorized Sales Slip or Card Sale presented to HSBC during the term of this Agreement, less (i) the amount of the fees, charges, and discounts described above in this Section 3 , outstanding Account balances for Sales Slips subject to Chargeback, reimbursements, refunds, customer credits and any other amounts owed to HSBC under this Agreement by Dealer; and (ii) the amount of any fees, discounts, charges or other amounts owed by Dealer to an HSBC Affiliate. HSBC may also offset or recoup said amounts from future amounts owed to Dealer under this Agreement. Any amounts owed by Dealer to HSBC that cannot be paid by the aforesaid means shall be due and payable by Dealer on demand. If Dealer fails or refuses to pay any amounts owed HSBC under this Agreement after HSBC 9s demand, HSBC may cease authorizations for and the funding or acceptance of any Sales Slips or Card Sales and cease the processing of applications for an Account. Any payment made by HSBC to Dealer shall not be final but shall be subject to subsequent review and verification by HSBC. HSBC's liability to Dealer with respect to the funding or processing of any Sales Slip, Card Sale or Credit Slip shall not exceed the amount on the Sales Slip or Credit Slip in connection with such transaction. In no event shall HSBC be liable for any incidental or consequential damages. Funding of Sales Slips by HSBC to Dealer shall be made by such means and in such manner mutually agreed to by HSBC and Dealer. Section 4 . Dealer Responsibilities Concerning Consumer Transactions . Dealer covenants and agrees that: a. Dealer shall honor all valid Cards without discrimination, when properly presented by Cardholders for payment of Goods. b. Dealer shall not require, through an increase in price or otherwise, any Cardholder to pay any surcharge at the time of sale or pay any part of any charge imposed by HSBC on Dealer. c. Dealer shall prominently display, at each of its locations, advertising and promotional materials relating to the Card, including without limitation take-one applications for the Card and use or display such materials in accordance with any specifications provided by HSBC. Such materials shall be used only for the purpose of soliciting accounts for the Program. Any solicitation, written material, advertising or the like relating to the credit terms or the credit products offered pursuant to the Program shall be prepared or furnished by HSBC or if prepared by Dealer, shall receive HSBC's prior review or written approval. Such review or approval by HSBC shall be limited to the review and approval of credit terms and credit products and shall not be construed as review or approval of any advertising or solicitation materials for any other purpose or for compliance with any other provisions of any local, state or federal advertising laws not related to the credit terms or credit products. HSBC will charge Dealer and Dealer agrees to pay for any such advertising and promotional materials requested by Dealer. Any such materials shall not be used by Dealer following termination of this Agreement. d. Dealer shall use only the form of, or modes of transmission for, applications, Sales Slips and Credit Slips as are provided by HSBC, and not use any applications, Sales Slips and Credit Slips provided by HSBC other than in connection with a Card transaction. e. Dealer shall with respect to applications for an Account: (i) Make sure all information requested on the application is complete and legible; (ii) Obtain the signature on the application of all persons whose name(s) will appear on the Account or will be responsible for the Account; (iii) Give the applicant the initial disclosures at the time of signing the application prior to the first transaction under the Account; (iv) Verify the identification of the individual(s) applying for the Account, which verification may include obtaining driver's license and social security numbers; (v) Provide all information required by HSBC from time to time for approval of applications by telephone or other electronic transmission and legibly insert the Account number and Approval number on the application in the designated area; and (vi) Send the actual original approved signed application to HSBC at HSBC's address on page one above or to such other address designated by HSBC within five (5) Business Days of approval of the application by HSBC. f. Dealer shall with respect to Sales Slips: (i) Enter legibly on a single Sales Slip prior to obtaining the Cardholder's signature (1) a description of all Goods purchased in the same transaction in detail sufficient to identify the transaction; (2) the date of the transaction; (3) the Authorization number; and (4) the entire amount due for the transaction (including any applicable taxes); and (5) if applicable, the promotional credit plan and promotional period; (ii) REQUEST AUTHORIZATION FROM HSBC 9S AUTHORIZATION CENTER UNDER ALL CIRCUMSTANCES. (HSBC may refuse to accept or fund any Sales Slip that is presented to HSBC for payment more than sixty (60) days after the date of Authorization of the Card Sale). Dealer agrees not to divide a single transaction between two or more Sales Slips or between a HSBC Sales Slip and a sales slip for another credit provider. If Authorization is granted, legibly enter the Authorization number in the designated area on the Sales Slip. If Authorization is denied, do not complete the transaction and follow any instructions from the Authorization Center. (iii) If applicable, imprint legibly on the Sales Slip the embossed legends from the Card and from Dealer's imprinter plate or if the transaction is to be completed without a Card imprint, then enter legibly on the Sales Slip sufficient information to identify the Cardholder and Dealer, including at least, Dealer's name, the Cardholder's name, Account number, and any effective date on the Card. Dealer shall be deemed to warrant the Cardholder's true identity as an authorized user of the Card; (iv) Check the effective date, if any, on the Card; (v) Obtain the signature of the Cardholder on the Sales Slip, and compare the signature on the Sales Slip with the signature panel of the Card and if identification is uncertain or if Dealer otherwise questions the validity of the Card, contact HSBC's Authorization Center for instructions. For telephone orders (TO) or mail orders (MO) only, the Sales Slip may be completed without the Cardholder's signature and a Card imprint, but Dealer shall, in addition to all other requirements under this Section 4 , enter legibly on the signature line of the Sales Slip the letters "TO" or "MO", as appropriate, and not deliver Goods or perform services after being advised that the "TO" or "MO" has been canceled or that the Card is not to be honored; (vi) BE RESPONSIBLE FOR THE IDENTIFICATION OF THE CARDHOLDER; (vii) Not present the Sales Slip to HSBC for funding until all Goods are delivered and all the services are performed to the Cardholder's reasonable satisfaction. However, if all or a portion of the Goods are to be delivered or performed at a date later than ten (10) days from the date of the Card Sale, and the Dealer requires a deposit, then the Cardholder is to sign separate Sales Slips, one of which represents a "deposit" and the second of which represents payment of the "balance." The "deposit" Sales Slip may be presented for payment in Dealer's normal course, the "balance" Sales Slip is to be presented for payment only upon delivery of all Goods and performance of all services, and in addition to the other applicable requirements specified in this Section 4 , Dealer shall (1) enter legibly on the Sales Slips the word "deposit" or "balance", as appropriate, and (2) enter legibly the Authorization number on both Sales Slips for the entire amount of the transaction. The deposit amount shall not exceed 20% of the total Card Sale. If the Card Sale is canceled or the Goods or services canceled or returned the Sales Slip is subject to Chargeback; (viii) Enter the Card Sale into the Terminal; and (ix) Deliver a true and completed copy of the Sales Slip to the Cardholder at the time of delivery of the Goods. g. Credit Slips . If Goods are returned, any Card Sale or services are terminated or canceled, or Dealer allows any price adjustment, then Dealer shall not make any cash refund, but shall complete and deliver promptly to HSBC a Credit Slip evidencing the refund or adjustment and deliver to the Cardholder a true and complete copy of the Credit Slip at the time the refund or adjustment is made. Dealer shall sign and date each Credit Slip and include thereon a brief description of the Goods returned, services terminated or canceled, refund or adjustment made, the date of the original Card Sale, Authorization number, Cardholder's name, address and Account number, and the date and amount of the credit, all in sufficient detail to identify the transaction. Dealer shall imprint or legibly reproduce on each Credit Slip the embossed legends from the Card and from Dealer's imprinter plate. The amount of the Credit Slip cannot exceed the amount of the original transaction as reflected on the Sales Slip. Dealer shall issue Credit Slips only in connection with previous bona fide Card Sales and only as permitted hereunder. h. It will not receive any payments from a Cardholder for charges included on any Sales Slip resulting from the use of any Card, nor receive any payments from a Cardholder to prepare and present a Credit Slip for the purpose of affecting a credit to the Cardholder's Account. i. Cardholder Complaints . Dealer shall within three (3) days of receipt provide HSBC with a copy of any written complaint from any Cardholder concerning his/her Account. j. Right of First Refusal . Dealer shall actively promote the Program. Dealer agrees to give HSBC right of first refusal in presenting consumer credit applications and/or Sales Slips with respect to any private label credit card program. During the term of this Agreement, Dealer shall not issue, arrange to issue, or accept any private label credit card or account other than the Card, under any of Dealer's names or logos, except with respect to applications declined by HSBC. To the extent Dealer displays other third party credit or charge card materials, it shall display the advertising and promotional materials relating to the Card in a manner and with a frequency equal to or greater than that accorded any other third party credit or charge card. k. Dealer shall satisfy all other requirements designated in any Operating Instructions or as may be required from time to time by HSBC. In the event there is any inconsistency between any Operating Instructions and this Agreement, this Agreement shall govern unless otherwise expressly indicated by HSBC in any Operating Instructions. l. Dealer shall deliver the HSBC copy of each Sales Slip and each Credit Slip to HSBC or such other person designated by HSBC, within five (5) Business Days after the date of the respective sale or credit transaction. m. Titled Goods . For Goods which are required to be titled by the Dealer 9s or Cardholder 9s State of residence Dealer shall complete and submit all applications and other documents required to obtain such title to the requisite State within any time periods required by such State, naming HSBC Bank Nevada, National Association as the secured party or lienholder. Dealer shall submit copies of all such documents to HSBC at HSBC 9s address on page one above. Section 5 . Dealer Representations and Warranties . Dealer represents and warrants to HSBC as of the Effective Date and throughout the term of this Agreement the following: a. That each Card Sale will arise out of a bona fide sale of Goods by Dealer and will not involve the use of the Card for any other purpose. b. That each Card Sale will be to a consumer for personal, family, or household purposes. c. That the Card Sale will be for the sale of Goods and related services. d. That Cardholder Agreements will be available to the public (i) without regard to race, color, religion, national origin, sex, marital status, disability or age (provided the applicant has the capacity to enter into a binding contract) and (ii) not in any manner which would discriminate against an applicant or discourage an applicant from applying for the Card. e. That it has full corporate or other power and authority to enter into this Agreement; that all corporate or other action required under any organization documents to make this Agreement binding and valid upon Dealer according to its terms has been taken; and that this Agreement is and will be binding, valid and enforceable upon Dealer according to its terms. f. Neither (i) the execution, delivery and performance of this Agreement, nor (ii) the consummation of the transactions contemplated hereby will constitute a violation of law or a violation or default by Dealer under its articles of incorporation, bylaws or any organization documents, or any material agreement or contract and no authorization of any governmental authority is required in connection with the performance by Dealer of its obligations hereunder. g. Dealer has and will retain all required licenses to conduct its business and to perform its obligations under this Agreement. h. Any Card Sale subject to rescission has not been rescinded. i. Dealer has developed, implemented and will maintain effective information security policies and procedures that include administrative, technical and physical safeguards designed to 1) ensure the security and confidentiality of confidential information as described in Section 19 of the Agreement provided to Dealer hereunder, 2) protect against anticipated threats or hazards to the security or integrity of such confidential information, 3) protect against unauthorized access or use of such confidential information and, 4) ensure the proper disposal of confidential information. All Dealer personnel handling confidential information have been appropriately trained in the implementation of the Dealer 9s information security policies and procedures. Dealer regularly audits and reviews its information security policies and procedures to ensure their continued effectiveness and determine whether adjustments are necessary in light of circumstances including, without limitation, changes in technology, customer information systems or threats or hazards to confidential information. In the event of unauthorized access to confidential information or non-public personal information of individual consumers, Dealer shall promptly notify HSBC of such unauthorized access and take appropriate action to prevent further unauthorized access. Dealer shall cooperate with HSBC, and shall pay all related expenses, provide any notices and information regarding such unauthorized access to appropriate law enforcement agencies and government regulatory authorities, and affected customers which HSBC in its sole discretion deems necessary. At Dealer 9s expense and in consultation with HSBC, Dealer shall provide such affected customers with access to credit monitoring services, credit protection services, credit fraud alerts, or similar services which HSBC in its sole discretion deems necessary to protect such affected customers. Section 6. Chargebacks to Dealer . Dealer agrees as follows: a. Chargebacks . Any Sales Slip or Card Sale is subject to Chargeback under any one or more of the following circumstances, and thereupon the provisions of Section 6.c. below shall apply: (i) The application or any information on the application or the Sales Slip or any required information on the Sales Slip (such as the account number, expiration date of the Card, description of the Goods purchased, transaction amount or date) is illegible or incomplete, or the Sales Slip or application is not executed by the Cardholder; or Authorization is not obtained from HSBC's Authorization Center, or a valid Authorization number is not correctly and legibly entered on the Sales Slip; or the Sales Slip is a duplicate of an item previously paid, or the price of the Goods or services shown on the Sales Slip differs from the amount shown on the Cardholder's copy of the Sales Slip; (ii) HSBC determines that (1) Dealer has breached or failed to satisfy, any material term, condition, covenant, warranty, or other provision of this Agreement, or of the Operating Instructions, in connection with a Sales Slip or the Card transaction to which it relates, or an application for a Card or the opening of an Account; or (2) except as provided in Section 6.b. below, the Sales Slip, application or Card Sale is fraudulent or is subject to any claim of illegality, cancellation, rescission, avoidance or offset including, without limitation, negligence, fraud, misrepresentation, or dishonesty on the part of the customer ( cCustomer Fraud d) or Dealer, its agents, employees or franchisees ( cDealer Fraud d) or that the related transaction is not a bona fide transaction in Dealer's ordinary course of business; (iii) The Cardholder, in good faith, disputes or denies the Card Sale or other Card transaction, the execution of the Sales Slip or application, or the delivery, quality, or performance of the Goods, services or warranties purchased, or the Cardholder has not authorized the Card Sale, or properly alleges that a credit adjustment was requested and refused by Dealer or that a credit adjustment was issued by Dealer but not posted to the Account due to Dealer 9s failure to submit the credit adjustment to HSBC; or (iv) Dealer fails to deliver to HSBC the Sales Slip, Credit Slip, application or other records of the Card transaction within the times required in this Agreement. b. Fraud Chargeback Exception . Notwithstanding anything to the contrary in this Section 6 , HSBC and Dealer agree that where Dealer follows each and every one of the procedures and provides the information set forth below, an application, Card Sale, Sales Slip or other card transaction reasonably determined by HSBC to be the result of Customer Fraud shall not be subject to Chargeback under this Section 6 : (i) Dealer must fully comply with Sections 4 and 5 of this Agreement; including but not limited to, for applications, providing verification of the applicant 9s identity and current address by (1) witnessing the signature on the application of each person whose name will appear on the Account or who will be responsible for the Account; and (2) reviewing and obtaining a copy of one of the following: a current drivers license containing the applicant 9s photo, if included thereon, and current residence as listed on the application, or a current state identification card containing the applicant 9s photo and current residence as listed on the application, or a current US Government issued military identification, or a current United States Passport containing the applicant 9s photo; and (3) reviewing an unexpired major credit card (e.g. American Express, VISA, MasterCard, Sears, Discover or major department store or oil company credit card) and comparing the signature on such credit card with the signature on the application and/or Sales Slip; and (4) recording on the application where designated the card type, account number (where permissible) and expiration date of such credit card identification. (ii) If the address on the photo identification does not match the address on the application, Dealer must obtain a photocopy of other identification showing the current address such as a current utility bill, bank statement or car registration. (iii) Within fifteen (15) Business Days of receipt of HSBC 9s request, or such earlier time as may be required by HSBC, Dealer shall provide to HSBC a copy of the identification described in 6b(i) and (ii) above reasonably requested by HSBC to meet its obligations under Applicable Law or otherwise to respond to questions, disputes, inquiries, investigations, complaints, lawsuits, counterclaims or other claims concerning Accounts or requests from Cardholders or to enforce any rights HSBC may have against a Cardholder. (iv) For add on sales after the initial Card Sale, Dealer shall, in accordance with the provisions of Section 4f , compare and verify the signature on the Card with the signature on the Sales Slip and also swipe the Card or take an impression of the Card. (v) In the event Dealer fails to comply with the foregoing provisions with respect to any application to open an Account, any Card Sale or Sales Slip for which HSBC reasonably determined the transaction to be the result of Customer Fraud, HSBC reserves the right to Chargeback such Account, Card Sale or Sales Slip under the terms set forth herein. (vi) In the event Dealer fails to comply with the provisions of 6b(i) and 6b(ii) above, in connection with an application to open an Account, which is reasonably determined by HSBC to be the result of Customer Fraud ( cApplication Fraud d), then Dealer shall be responsible for any subsequent Card Sales or Sales Slips made on such Account regardless of where the subsequent Card Sale or Sales Slip is made. Any such Card Sale or Sales Slip resulting from Application Fraud shall be subject to Chargeback hereunder to the Dealer that originally submitted the fraudulent application. c. Resolution and Payment . Dealer is required to address any dispute or other of the circumstances described above in Section 6.a. to HSBC's reasonable satisfaction within fifteen (15) Business Days of notice of Chargeback or Dealer shall pay to HSBC the full amount of each such Sales Slip or Card Sale subject to Chargeback or the portion thereof designated by HSBC, as the case may be, plus the finance charges thereon and other fees and charges provided for in the Cardholder Agreement. Upon Chargeback to Dealer of a Sales Slip or Card Sale, Dealer shall bear all liability and risk of loss associated with such Sales Slip or Account, or the applicable portion thereof, without warranty by, or recourse or liability to, HSBC. HSBC may deduct amounts owed to HSBC under this Section from any amounts owed to Dealer under this Agreement. d. The terms and provisions of this Section 6 shall survive the termination of this Agreement. Section 7 . Records . Records and information shall be transmitted and maintained as described below. a. Transmission of Data . In lieu of forwarding paper Sales Slips and Credit Slips to HSBC, Dealer shall transmit to HSBC, by electronic transmission or other form of transmission designated by HSBC all data required by this Agreement to appear on Sales Slips and Credit Slips. All data transmitted shall be in a medium, form and format designated by HSBC and shall be presorted according to HSBC's instructions. Any errors in such date or in its transmission shall be the sole responsibility of Dealer. The means of transmission indicated above in this Section shall be the exclusive means utilized by Dealer for the transmission of Sales Slip or Credit Slip transaction data to HSBC. b. Receipt of Transmission . Upon successful receipt of any transmission, HSBC shall accept such transmission and pay Dealer in accordance with this Agreement, subject to subsequent review and verification by HSBC and to all other rights of HSBC and obligations of Dealer as set forth in this Agreement. If data transmission is by tape, Dealer agrees to deliver upon demand by HSBC a duplicate tape or any prior tape transmission, if such demand is made within forty-five (45) calendar days of the original transmission. c. If instructed by HSBC, Dealer shall maintain the actual paper Sales Slips, Credit Slips, and other records pertaining to any transaction covered by this Agreement for such time and in such manner as HSBC or any law or regulation may require, but in no event less than twenty-five (25) months after the date Dealer presents each transaction data to HSBC, and Dealer shall make and retain for at least four (4) years legible microfilm or electronically reproducible hard copies of both sides of such actual paper Sales Slips, Credit Slips or other transaction records. Within fifteen (15) days, or such earlier time as may be required by HSBC, of receipt of HSBC's request, Dealer shall provide to HSBC the actual paper Sales Slips, Credit Slips or other transaction records, and any other documentary evidence available to Dealer and reasonably requested by HSBC to meet its obligations under law (including its obligations under the Fair Credit Billing Act) or otherwise to respond to questions, complaints, lawsuits, counterclaims or claims concerning Accounts or requests from Cardholders, or to provide any information in connection with HSBC 9s pursuit of bad debt tax refunds, deductions, credits, or audit offsets, or to enforce any rights HSBC may have against a Cardholder, including, without limitation, litigation by or against HSBC, collection efforts and bankruptcy proceedings, or for any other reason. In the event Dealer fails to comply in any respect with the provisions of this Section, HSBC may process a Chargeback for each Card Sale involved pursuant to Section 6 above. Promptly upon termination of this Agreement or upon the request of HSBC, Dealer will provide HSBC with all original or electronically reproducible copies of documents required to be retained under this Agreement. Section 8 . Payments by Cardholder and Endorsement . Dealer agrees that HSBC has the sole right to receive payments on any Sales Slip or Card Sale funded by HSBC. Unless specifically authorized in writing by HSBC, Dealer agrees not to make any collections on any such Sales Slip or Card Sale. Dealer agrees to hold in trust for HSBC any payment received by Dealer of all or part of the amount of any such Sales Slip or Card Sale and to deliver such payment to HSBC together with the Cardholder's name, Account number, and any correspondence accompanying the payment within five (5) days of receipt by Dealer. Dealer agrees that Dealer shall be deemed to have endorsed any Sales Slip, Credit Slip, or Cardholder payments by check, money order, or other instrument made payable to Dealer that a Cardholder presents to HSBC in HSBC's favor, and Dealer hereby authorizes HSBC to supply such necessary endorsements on behalf of Dealer. Section 9 . Agreements Between Textron and Dealer . Except as specifically provided in this Agreement, (i) HSBC shall not be a party to any agreement between Textron and Dealer, (ii) HSBC shall not be responsible for the obligations of Textron and Dealer one to another, including, without limitation, the payment of any fees agreed to by such parties, (iii) HSBC shall not in any way be responsible for the acts, omissions or breaches of any arrangements or contracts between Textron and Dealer. Section 10 . Dealer Business Practices and Financial Information; Reports, Examination Rights, and Audit . Dealer agrees to provide adequate services in connection with each Card Sale pursuant to standard customs and trade practices and any applicable manufacturer's warranties, and to provide such repairs, service and replacements and take such other corrective action as may be required by Applicable Law or any warranty. HSBC may periodically review Dealer's financial stability. To assist HSBC in doing this, Dealer shall deliver to HSBC no later than 45 days after the end of each fiscal quarter, a financial statement certified by a duly authorized officer or representative of Dealer with knowledge of the accuracy of the information contained therein, including, without limitation, all footnotes, and supporting materials with sufficient detail to accurately portray the financial condition of Dealer. Dealer warrants and represents that its financial statements submitted to HSBC by or on behalf of Dealer are true and accurate and Dealer agrees to supply such additional financial information as HSBC may reasonably request from time to time. Dealer understands that HSBC may verify the information on any financial statement or other information provided by Dealer and, from time to time, may seek credit and other information concerning Dealer from others and may provide financial and other information regarding the portfolio to its Affiliates or to others for purposes of its asset securitizations. Dealer shall keep an accurate record of all transactions that occur under this Agreement. HSBC or its agent may examine the books and records of Dealer that are relevant to this Agreement. Any such examination will be conducted during normal business hours upon no less than ten (10) days advance written notice to Dealer. Dealer will cooperate fully with HSBC and/or its agent and allow inspection of its relevant books and records in order to review and assess Dealer performance of and compliance with the terms of this Agreement including, without limitation, the sufficiency of Dealer information security policies and procedures with respect to HSBC 9s Confidential Information. In evaluating the sufficiency of Dealer's information security policies and procedures, HSBC shall be provided access to reports of audits, tests and/or other evaluations of Dealer's information security policies and procedures conducted by Dealer in the ordinary course of its business. Dealer acknowledges that HSBC may be subject to audit and examination by governmental regulatory authorities. Dealer agrees to provide access to the books and records that pertain to HSBC 9s relationship with Dealer, upon being granted a reasonable period of time to do so, to any such governmental regulatory authority, upon the request of such authority or of HSBC for that purpose. All examinations conducted hereunder by HSBC, its agent, or its governmental regulatory authority shall be at the expense of HSBC. Section 11 . Cardholder Account Information . Dealer shall not sell, purchase, provide, or exchange Account information in the form of imprinted Sales Slips, carbon copies of imprinted Sales Slips, mailing lists, tapes or other media obtained by reason of a Card transaction to any third party other than to Dealer's agents for the purpose of assisting Dealer in its business with HSBC or pursuant to a government request. Section 12 . Change in Ownership . Dealer agrees to send HSBC at least thirty (30) days prior written notice of any change in Dealer's name or location, any material change in ownership of Dealer's business or any change in Sales Slip or Credit Slip information concerning Dealer. Section 13 . Indemnification . a. Indemnification. Dealer shall be liable to and shall indemnify and hold harmless HSBC and its Affiliates and their respective officers, employees, agents and directors from any losses, damages, claims or complaints incurred by HSBC or any Affiliate of HSBC or their respective officers, employees, agents and directors arising out of: (i) Dealer's failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, complaint or setoff made by a Cardholder with respect to anything done or not done by Dealer in connection with Card Sales or credits; (iii) anything done or not done by Dealer in connection with the furnishing of any goods, warranties or services purchased by Cardholders; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of the design, manufacture or furnishing by Dealer of any goods, warranties or services purchased by Cardholders; (v) any claim or complaint of a third party in connection with Dealer 9s advertisements and promotions relating to the Card, which have not been reviewed or approved by HSBC; (vi) any illegal or improper conduct of Dealer or its employees or agents; and (vii) any claim or complaint by a consumer or governmental agency that Dealer has violated the Equal Credit Opportunity Act, Truth in Lending Act, or any other Applicable Laws. HSBC may deduct any amounts incurred by HSBC under this Section from amounts owed Dealer under this Agreement. HSBC shall be liable to and shall indemnify and hold harmless Dealer and its officers, employees, and directors from any losses, damages, claims, or complaints incurred by Dealer or its officers, employees and directors arising out of any claim or complaint by a Cardholder with respect to anything wrongfully done or not done by HSBC in connection with such Cardholder's Account. Notwithstanding the foregoing, the indemnification by HSBC shall not apply to any claim or complaint relating to the failure of Dealer to resolve a billing inquiry or dispute with a Cardholder. b. Notice of Claim & Survival . In the event that HSBC or Dealer shall receive any claim or demand or be subject to any suit or proceeding of which a claim may be made against the other under this Section, the indemnified party shall give prompt written notice thereof to the indemnifying party and the indemnifying party will be entitled to participate in the settlement or defense thereof with counsel satisfactory to indemnified party at the indemnifying party's expense. In any case, the indemnifying party and the indemnified party shall cooperate (at no cost to the indemnified party) in the settlement or defense of any such claim, demand, suit, or proceeding. The terms of this Section shall survive the termination of this Agreement. Section 14 . Nonwaiver . Dealer's liability under this Agreement, including, without limitation, its liability under Section 6 above, shall not be affected by any settlement, extension, forbearance, or variation in terms that HSBC may grant in connection with any Sales Slip or Account or by the discharge or release of the obligations of the Cardholder(s) or any other person by operation of law or otherwise. Dealer hereby waives any failure or delay on HSBC's part in asserting or enforcing any right that HSBC may have at any time under this Agreement or under any Account. Section 15 . Term and Termination . a. Term . This Agreement shall be effective as of the Effective Date when executed by authorized officers of each of the parties and shall remain in effect for one (1) year ("Initial Term "). Thereafter, this Agreement shall be automatically renewed for successive one year terms (the "Renewal Term(s) ") unless and until terminated as provided herein. The termination of this Agreement shall not affect the rights and obligations of the parties with respect to transactions and occurrences that take place prior to the effective date of termination, except as otherwise provided herein. b. Termination . This Agreement may be terminated by HSBC or Dealer upon written notice to the other at any time during the term of this Agreement. c. Duties and Rights Upon Termination . Upon termination of this Agreement, Dealer will promptly submit to HSBC all Card Sales, Sales Slips, Credit Slips and other transaction documents or data made through the date of termination. In addition, Dealer shall promptly return all computer hardware and software, remote data entry terminals and peripherals and other equipment provided by HSBC and Dealer shall de-install from its operating system(s) any program files provided by HSBC to Dealer. HSBC is not liable to Dealer for any direct or consequential damages that Dealer may suffer as a result of HSBC's termination of this Agreement. In the event this Agreement is terminated for any reason or notice of termination is given by either party or HSBC receives notice that Dealer has filed bankruptcy, HSBC may take such other reasonable actions including but not limited to establishing and maintaining a reserve from payments otherwise payable to Dealer to protect HSBC's rights under this Agreement and to cover chargeback amounts and other amounts owing to HSBC. The provisions of this subsection shall survive the termination of this Agreement. Section 16 . Status of the Parties . In performing their responsibilities pursuant to this Agreement, HSBC, Textron and Dealer are in the position of independent contractors, and in no circumstances shall either party be deemed to be the agent or employee of the other. This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of partner or joint venturer or an association for profit between HSBC, Textron or Dealer. Any amounts ever owing by Dealer pursuant to this Agreement represent contractual obligations only and are not a loan or debt. Section 17 . Force Majeure . Neither party to this Agreement shall be liable to the other by reason of any failure in performance of this Agreement in accordance with its terms if such failure arises out of a cause beyond the control and without the fault or negligence of such party. Such causes may include but are not limited to acts of God, of the public enemy or of civil or military authority, unavailability of energy resources, system or communication failure, delay in transportation, fires, strikes, riots or war. In the event of any force majeure occurrence, the disabled party shall use its best efforts to meet its obligations as set forth in this Agreement. Section 18 . Limited License . Dealer hereby authorizes HSBC for purposes of this Agreement to use Dealer's name, logo, registered trademarks and servicemarks (if any) and any other proprietary designations ("Proprietary Materials ") on the Cards, applications, periodic statements, billing statements, collection letters or documents, promotional or advertising materials and otherwise in connection with the Program, subject to Dealer's periodic reasonable review of such use and to such reasonable specifications of Dealer. Dealer represents and warrants that it has obtained appropriate federal and state trademark registrations to protect its interest in the use and ownership of the Proprietary Materials. Dealer shall, indemnify, defend and hold HSBC harmless from any loss, damage, expense or liability arising from any claims of alleged infringement of the Proprietary Materials (including attorneys' fees and costs). Dealer may not use any name or service mark of HSBC or any of its Affiliates in any manner without the prior written consent of HSBC. Section 19 . Confidentiality . Dealer will keep confidential and not disclose to any person or entity (except to employees, officers, partners or directors of Dealer who are engaged in the implementation and execution of the Program) all information, software, systems and data, that Dealer receives from HSBC or from any other source, relating to the Program and matters which are subject to the terms of this Agreement, including, but not limited to, consumer reports, information derived from consumer reports, and a compilation of such records, but not including any such records that do not personally identify an individual, Cardholder names and addresses or other Account information, and shall use, or cause to be used, such information solely for the purposes of the performance of Dealer's obligations under the terms of this Agreement. HSBC will keep confidential and not disclose to any person or entity (except employees, officers, agents or directors of HSBC, its subsidiaries or affiliates who are engaged in the implementation and execution of the Program) any information that HSBC receives from Dealer which is designated confidential by Dealer. In the event HSBC sells or assigns the Accounts or any portion of the Accounts under the Program, HSBC may disclose any information under this provision reasonably necessary or required to effectuate such sale or assignment. Neither Dealer nor HSBC shall make any unauthorized disclosure of or use any personal information of individual consumers which it receives from the other party or on the other party 9s behalf other than to carry out the purposes for which such information is received, and Dealer and HSBC shall comply, to the extent applicable, with the requirements of the implementing regulations of Title V of the Gramm-Leach-Bliley Act. Dealer shall adopt and maintain a comprehensive privacy policy with respect to its handling of the personal information of individual consumers submitted by such consumers to Dealer via the Internet. Dealer 9s privacy policy shall be available on its Internet web sites. Dealer shall comply in all respects with the provisions of such privacy policy. The provisions of this Section 19 shall survive the termination of this Agreement. Section 20 . Additional Products & Services . HSBC and/or any of its Affiliates may at any time, whether during or after the term of this Agreement and whether the Accounts are owned by HSBC, solicit Cardholders for any other credit cards or other types of accounts or financial or insurance services or products offered by HSBC and/or any of its Affiliates. Section 21 . Notices . All notices required or permitted by this Agreement shall be in writing and shall be sent to the respective parties at their respective addresses set forth on page one of this Agreement or such other addresses as each party may designate to the other by notice hereunder as follows: if to HSBC, to the Attention of President, (with a copy to the Attention of General Counsel, HSBC Retail Services Law Department, 2700 Sanders Road, Prospect Heights, IL 60070); if to Dealer, to the Attention of ______________________________________________________________________________________. Said notices shall be deemed to be received when sent to the above addresses (i) upon three (3) Business Days after deposit in the U.S. first class mail with postage prepaid, (ii) upon personal delivery, or (iii) upon receipt by telex, facsimile, or overnight/express courier service or mail. Section 22 . Amendments and Supplementary Documents . HSBC may amend this Agreement upon ten (10) days' prior notice to Dealer. Reference herein to "this Agreement" shall include any schedules, appendices, exhibits, and amendments hereto. Any amendment or modification to this Agreement must be in writing and signed by a duly authorized officer of HSBC to be effective and binding upon the parties; no oral amendments or modifications shall be binding upon the parties. Section 23 . Assignment . This Agreement is binding upon the parties and their successors and assigns. Notwithstanding, Dealer may not assign this Agreement without the prior written consent of HSBC; any purported assignment without such consent shall be void. HSBC may without Dealer's consent assign this Agreement or any of the rights or obligations hereunder to any Affiliate of HSBC at any time. In the event of such assignment, the assignee shall have the same rights and remedies as HSBC under this Agreement. Section 24 . Nonwaiver and Extensions . HSBC shall not by any act, delay, omission, or otherwise be deemed to have waived any rights or remedies hereunder. Dealer agrees that HSBC's failure to enforce any of its rights under this Agreement shall not affect any other right of HSBC or the same right in any other instance. Section 25 . Rights of Persons Not a Party . This Agreement shall not create any rights on the part of any person or entity not a party hereto, whether as a third party beneficiary or otherwise. Section 26 . Facsimile Communication . Dealer agrees to accept announcements, changes in Operating Instructions, dealer bulletins, and any other type of written material from HSBC at any time during the term of this agreement via facsimile transmission ( cfax d). Section 27 . Section Headings . The headings of the sections of this Agreement are for reference only, are not a substantive part of this Agreement and are not to be used to affect the validity, construction or interpretation of this Agreement or any of its provisions. Section 28 . Integrations . This Agreement contains the entire agreement between the parties. There are merged herein all prior oral or written agreements, amendments, representations, pr

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