HERITAGE BANK OF COMMERCE, a California state-chartered bank (the "Bank").
interests and entitlements with respect thereto.
"BANK MARKS" has the meaning specified in Section 3.1(c).
Cardholder for the extension of credit in connection with an Account.
"CONFIDENTIAL INFORMATION" has the meaning specified in Section 3.4.
"EVENT OF DEFAULT" has the meaning specified in Section 6.2(a).
the caption "Federal Funds (Effective)".
"EXTENSION FEE" has the meaning specified in Section 6.1(a).
"INDEMNIFIED PARTY" has the meaning specified in Section 7.4.
"INDEMNIFYING PARTY" has the meaning specified in Section 7.4.
Agreement dated November 25, 1997 between NextCard and the Bank.
"INITIAL TERM" has the meaning specified in Section 6.1.
"LOSSES" has the meaning specified in Section 7.3.
"NEXTCARD MARKS" has the meaning specified in Section 3.1(a).
Information and the identity of any specific Cardholder.
as developed by NextCard from time to time.
(a) the sum of [*] minus (b) any credits and payments to the related Accounts.
whether or not billed, as of the close of business on a given day.
separately with the Securities and Exchange Commission."
"SETTLEMENT DATE" shall have the meaning specified in Section 4.1(a).
processing services with respect to the Accounts or the Receivables.
solicit applications for Credit Cards on behalf of the Bank.
generate any particular number of Accounts or amount of Receivables.
the applicant in accordance with applicable laws and regulations.
respect to such Credit Cards in accordance with the Credit Card Guidelines.
card to each qualified Cardholder at each scheduled Credit Card renewal date.
establish an Account for the applicant.
required from time to time under applicable laws and regulations.
Account. All costs relating to servicing the Accounts shall be paid by NextCard.
Accounts from any other credit card accounts owned or serviced by the Bank.
2.8     Reports, Information and Materials.
any regulatory examination or audit of the Program.
the Program Materials without the prior written consent of the Bank.
connection with this Amended and Restated Account Origination Agreement.
termination of this Agreement pursuant to Section 6.2(d).
1, 1999 to and including January 31, 1999.
developed independently of the Program, for any purpose.
Bank, NextCard owns and will own the service marks "NextBank," "NextCard,"
any claim whatsoever of ownership or interest by the other party.
purposes of identifying the Visa card issuer, NextCard may use the "Heritage"
such mark, subject to any requirements of Visa and any regulatory requirements.
requirements of Visa and any regulatory requirements.
Materials and derivative works thereof.
3.3     Ownership and Use of Information.
possession at any time as Confidential Information.
that is identified with any specifically identifiable Cardholder.
Confidential Information owned by NextCard.
Information, which shall remain the property solely of the disclosing party.
Information in any manner whatsoever.
4.1     Purchase and Sale of Receivables.
setting forth the calculation of the Settlement Amount on each Settlement Date.
reasonable efforts to send the wire transfer as soon thereafter as possible.
the other party, together with interest at the Federal Funds Rate.
prior written consent of Funding.
execute and deliver any such document.
third party without the prior written consent of Funding.
purchase price for the Cardholder-Specific Information shall be a total of $50.
business and chief executive office outside the State of California.
existing and in good standing under the laws of the State of California.
bankruptcy and other laws affecting the rights of creditors generally).
executive office is located in the State of California.
validly existing and in good standing under the laws of the State of California.
the rights of creditors generally).
instrument or commitment to which NextCard is a party or by which it is bound.
NextCard of its obligations hereunder.
effected pursuant to this Agreement.
by bankruptcy and other laws affecting the rights of creditors generally).
the consummation by Funding of the transactions contemplated by this Agreement.
controversy has been threatened or is contemplated.
performance by Funding of its obligations hereunder.
the Federal Deposit Insurance Act, as amended).
hereunder except as provided in this Article VI.
commencing upon receipt of notice from the other party.
for the appointment of a receiver or trustee of its assets.
Accounts pursuant to Article IV.
on Accounts that may be received by the Bank after the purchase date.
effect following the termination of this Agreement.
consumer lending law or regulation.
incurred by the Indemnified Party.
Indemnifying Party shall have the right to defend any suit, claim or proceeding.
at the Indemnified Party's expense.
any amount paid by the Indemnifying Party under this Section 7.4.
settled by final judgment entered by a court of competent jurisdiction.
Agreement for a period of five years.
applicable law or regulatory authority.
the Bank, Funding and NextCard.
of its obligations hereunder a whole or in part.
periods as are provided for in such laws and regulations.
To Bank:          150 Almaden Blvd.
Agreement may only be amended by a written document signed by all parties.
except with the written consent of each other party hereto.
writing by the waiving party.
of this Agreement shall nevertheless remain in full force and effect.
scope or intent of any provision of this Agreement.
acknowledge that the Initial Agreement remains in full force and effect.
HERITAGE BANK OF COMMERCE              NEXTCARD, INC.
household (currently one account per customer).
-       NextCard may decline an applicant if they have [*].
Each of these components is discussed below.