Mac Credit Disclosures

Initial Disclosure Statement

As used in this Application, the terms "we," "us," and "our" refer to Midland States Bank and its agents, contractors, representatives, successors, and assigns and service providers (collectively, “Financial Institution”). "Company" refers to business specified in the Corporate Account Application (“Application”); "you" and "your" refer to both Company and the Authorized Signatory and, if applicable, each Authorized User and anyone else who uses the Account in any way. By submitting an Application, you request that we establish a Mac Credit Account ("Account"). Your Account will be administered in accordance with the Corporate Account Customer Agreement ("Agreement") that you will receive upon approval of your Account. You must use your Account in accordance with the Agreement. The Agreement states that it will be governed by applicable federal law and, the law of the Midland States Bank home state of Illinois. You authorize us to release information to, and respond to inquiries from, others (including, without limitation, credit bureaus, your or our parent company, affiliates, merchants and other financial institutions) regarding the existence, status, use and history of your Account. Company specifically authorizes us to rely and act on the instructions of the Authorized Signatory and any other person designated by Company in writing. Company confirms that actions taken by the Authorized Signatory or Company designee will be binding on Company.

NOTICE TO AUTHORIZED SIGNATORY: The Authorized Signatory (for purposes of this paragraph, “you”) and Company are jointly and severally liable for repayment of the Account. You are required to personally guaranty Company's performance under the Agreement. If you are a resident of New York, we will inform you, upon request, whether or not a consumer report was requested, and if so, the name and address of the consumer reporting agency that furnished the report. You understand and agree that because your Account is for business or commercial purposes only, all information relating to you and/or your Account (including, without limitation, account and application information, purchase and payment activity, and balance and status information) may be shared with Company or any Company designee. You should have no expectation that this information will remain private from Company.

ACCOUNT FOR BUSINESS OR COMMERCIAL PURPOSES ONLY: Your Account will be opened in the name of Company. Your Account is established only for the purpose of purchasing goods and/or services to be used for business or commercial purposes on behalf of Company. Company and the Authorizing Signatory agree not to permit anyone to use your Account to purchase goods and/or services to be used for personal, family or household purposes. In this regard, Company and the Authorized Signatory understand that their agreement not to use your Account for personal, family or household purposes means that important duties imposed upon us in certain consumer transactions, and important rights conferred to a consumer pursuant to applicable federal and state laws, will not apply to your Account.

The Key Credit Terms as of April 2024

The applicable APR for any segment of transactions will equal the Prime Rate of 8.50% (as of April 19, 2024, subject to change) plus a margin of 6.49% to 20.74%. The Prime Rate is the highest bank prime loan rate as published in The Wall Street Journal in its Money Rates section on the twenty- fifth (25th) day of the calendar month immediately preceding the first day of an Account’s billing period. If not published on that date, the preceding business day may be used to calculate the Prime Rate.

The information about the costs of your Account described above is accurate as of 04/19/2024. This information may have changed after that date. To find out what may have changed, contact us at support@transendfinancial.com.

All terms and conditions are subject to change. We will notify you of any changes at least thirty (30) calendar days before any change becomes effective.

Other fees may apply for special account segments or special purchase offers.

How We Will Calculate Your Balance: We use a method called “average daily balance (including new purchases).”We figure the interest charge on your account by applying the periodic rate to the “average daily balance” of your account. To get the “average daily balance” we take the beginning balance of your account each day, add any new purchases, and subtract any unpaid interest or other finance charges and any payments or credits. This gives us the daily balance. Then, we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the “average daily balance.”

Accounts are owned and credit is extended by Midland States Bank from its home state of Illinois.

MAC TOOLS CREDIT

CORPORATE ACCOUNT CUSTOMER AGREEMENT

This Corporate Account Customer Agreement (this “Agreement”) is made and entered into by and Midland States Bank and its agents, contractors, representatives, successors, assigns and service providers (“Bank”) and the business specified in the Mac Tools Credit Application (the “Application”), relating to the establishment of a revolving business credit account pursuant to and governed by the terms and conditions set forth herein (the “Account”).

1. Definitions. In this Agreement the words “you,” “your” and “yours” refer to Company, Authorized Signatory and, if applicable, each Authorized User, and anyone else who uses the Account in any way. The words “we,” “us” and “our” mean Bank. The “Company” refers to the business specified in the Application, and must be a legal entity, such as a sole proprietorship, partnership, corporation or limited liability company, registered to do business in the United States. “Authorized Signatory” refers to the person or people authorized to sign the Application and this Agreement on behalf of Company. “Authorized User” refers to any person who is authorized to use the Account in any “Personal Guarantor” means any person who is guaranteeing payment for all transactions on the Account. “Transend” means “Transend Financial, Inc.,” the Bank’s servicer for this Agreement.
2. Promise to Pay. By signing below, you acknowledge that we have established this Account for your business use and that we permit you to finance your purchases on this Account pursuant to the terms of this If you elect to make purchases under this Account, you agree to pay for all purchases charged to your Account, plus periodic interest and interest charges (collectively, “Interest”) and all other fees and charges as provided in the Disclosure Documents (as defined below).
3. Additional Documents. This Agreement consists of this Agreement, the Application, the Initial Disclosure Statement (collectively, the “Disclosure Documents”), any account disclosures provided and delivered to you prior to or at the time your Account was opened, as well as any subsequent notices of changes to these documents, and all documents that include your signature (including any recorded electronic or digital signature) whether on the Application, sales receipts or other evidence of indebtedness on your Account or otherwise, which shall constitute your signature on this Agreement.
4. Acceptance. By accepting, signing or using the Account established in connection with the Account, you agree to the terms of this
5. Secured Account. You grant Midland States Bank a security interest in all goods and equipment manufactured, distributed or sold by the Mac Tools product group of Stanley Black & Decker, or any of its affiliates that you have purchased using the Account and that have or will be delivered, sold or otherwise supplied to you; including, without limitation, all accessions, additions, replacements and proceeds, including insurance proceeds (collectively the “Collateral”). You represent that the Collateral will be kept and maintained at the address shown in our billing records. You will not sell or dispose of any of the Collateral without our prior written consent. You acknowledge that we are authorized to file a UCC-1 Financing Statement and that our security interest is senior in priority to any competing interests or rights in or to the Collateral. This security interest does not apply to any other accounts that you may have with Bank.
6. Nature of Account. Company represents that it is a governmental, non-profit or commercial business enterprise. Company agrees that the Account is established to purchase goods and/or services to be used for business or commercial purposes only, and no purchases on the Account will be used for personal, family or household purposes. If Company uses, or allows someone else to use, the Account for any other purpose, then Company will be responsible for such use and may be required to reimburse us for all amounts we pay as a result of such We may cancel, revoke, repossess or restrict the use of Account at any time.

You may make purchases using your Account number only from participating merchants. We may establish different segments for your Account, such as a purchase segment and a special transfers segment, or offer special terms for certain qualifying transactions. Each segment or special offer may be subject to terms and conditions that are different than those that are applicable to other segments. If different terms or conditions will apply, we will tell you at the time we establish the new segment or offer you special transaction terms, which terms will become a part of this Agreement.

7. Authorized Signatory/Users. You represent that the Authorized Signatory holds a position in Company, such as an officer, director or owner, and is capable of legally binding Unless otherwise stated in the Disclosure Documents, Company and the Authorized Signatory will be jointly and severally liable for all transactions made on the Account, notwithstanding any other guaranty that may have been made by a Personal Guarantor. Authorized Users (if applicable) will be liable for all transactions made by them with the Account, but Authorized Users are not financially responsible for any other transactions on the Account. In addition, you represent that each Authorized User is duly employed by Company. You will provide us with information identifying any persons authorized to use the Account (e.g., Authorized Users), including their name, address, date of birth and other identifying information we may request. You further represent and warrant that all information provided to us at any time in connection with the Account is true and correct. We will rely on this information in connection with the establishment and maintenance of the Account. Company and the Authorized Signatory each consent to our investigation of their credit history, and authorize us to obtain a credit bureau report in connection with our review of your Account and to obtain updated credit bureau reports on Company and personal credit reports on the Authorized Signatory from time to time. Company and the Authorized Signatory authorize us to release information to, and respond to inquiries from, others (including, without limitation, credit bureaus, a parent company, affiliates, merchants and other financial institutions) regarding the existence, information relating to, status, use and history of the Account. Company specifically authorizes us to rely and act on the instructions of the Authorized Signatory and any other person designated by Company in writing, and Company confirms that actions taken by the Authorized Signatory or Company’s designee will be binding on Company.
8. Credit Limit. We will advise Company of the credit limit for the Account. The credit limit is subject to change. Either initially, or at any later time, we may establish different credit limits that apply to different segments of your Account (such as purchases and special transfers). Company will not allow its unpaid balance, including the outstanding principal and accrued but unpaid Interest, fees and other charges on the Account, to exceed its credit limit. If Company exceeds its credit limit, we may request immediate payment, suspend service and charge additional service fees, including, without limitation, an over-the-limit fee, as described in Disclosure Documents.
9. Purchase Period. You may make purchases using the Account until the earlier of (a) twelve (12) months from the date you open the Account, (b) the date of an event of default, or (c) the date we suspend your credit privileges as permitted by this Agreement. The initial purchase must be at least $500.
10. Billing Statement. Each month that you have a credit or debit balance of more than $1 on your Account, we will send you a billing statement. The billing statement will contain all transactions billed to your Account during the billing period. The billing period is the time from one statement closing date through the next statement closing date. The statement closing date determines the month of a specific billing For example, your January billing period is the billing period with the statement closing date in January. Your payment due date (“Due Date”), in any month in which a payment is due, will be the same day each month. You agree that the billing statement will be deemed accurate if not disputed within 30 calendar days of mailing.
11. Payment. Payments must be made in U.S. dollars. Payments may be made by a ACH, debit card, check, or (if paying in person) cash. You will not make payments from funds obtained from the Account or any other credit account with We will apply payments first to the balance with the highest accrued finance charges, then to the amount of principal that remains outstanding, and then to any other charges and fees (if applicable).

For any payment(s) you make using checks (i) all payments must be delivered to the address we designate, and (ii) payment must reach the designated address by 5:00 pm EST on or before the scheduled Due Date. Our acceptance of a partial payment does not waive or satisfy your obligation to make your scheduled payment in full and on time. If you mail payment to the address for payment stated on your billing statement, we will credit your Account as of the business day we receive it. Please allow for up to five (5) business days for postal delivery. If any payment Due Date falls on a date we are not open for business, you agree to pay us on the next business day, and we will credit such payment as if we received it on the appropriate Due Date. Our business days are 8:00 a.m. to 9:00 p.m. ET Monday – Friday, and 10:00 a.m. to 4:00 p.m. ET Saturday excluding holidays. Credit availability may be delayed in our sole discretion to ensure payment in good funds.

We will not be bound by any restrictive legend or condition appearing on the face or reverse side of a payment check. We may accept late, postdated or partial payments without losing any of our rights under applicable law. (A postdated check is a check dated later than the day it was actually presented for payment.) We are under no obligation to hold a post dated check and we reserve the right to process every instrument presented as if dated the same date received by us or our check processor, unless you give us adequate notice and a reasonable opportunity to act on it. You agree not to send us partial payments marked “paid in full,” “without recourse,” or with similar language. If you send such a payment, we may accept it without losing any of our rights under this Agreement. All written communications concerning disputed amounts, including any check or other payment instrument that (i) is postdated and accompanied by adequate notice, (ii) indicates that the payment constitutes “payment in full” of the amount owed, (iii) is tendered with other conditions or limitations or

(iv) is otherwise tendered as full satisfaction of a disputed amount, must be marked for special handling and mailed or delivered to us at the payment address we designate, Transend Financial, Inc., P.O. Box 7988, Carol Stream, IL 60197-7988.

When you send us check(s) to make payment on your Account, you authorize us to make a one-time electronic transfer from your bank account for the amount of the check as indicated by numerical digits on the check. This authorization applies to all check(s) received by us during the billing period even if sent by someone else; who you agree is your agent and was provided with these disclosures in advance. This authorization is not restricted by the date on the check and includes resubmissions. If we cannot process the electronic transfer, you authorize us to make a charge against your bank account by processing the check, substitute check, draft or similar instrument.

You agree that we may adjust your Account as appropriate to correct errors, returned payments, rejected debits and similar matters.

12. Required Minimum Monthly Payment; Weekly Payments Recommended. We will calculate your minimum monthly payment as follows: At the time of each purchase, Your Account’s outstanding balance will be amortized at the APR applicable on your Account before the billing statement closing date. The number of monthly payments included in the amortization will be Notwithstanding the foregoing, the minimum monthly payment will be no less than $40. Your number of monthly payments will be reduced to a period of less than 65 months if the outstanding balance and APR applicable to your Account amortized over 65 months result in a payment of less than $40.

If you have not made a purchase during a billing period and you have a balance on your Account, we will use the applicable APR and outstanding balance as of the last purchase on your Account to calculate your monthly minimum payment.

Any minimum payment that is due will be stated in your monthly billing statement. You must pay at least the minimum payment due by the date stated in your billing statement. You may pay your Account’s balance in full at any time without penalty. Interest will continue to be assessed during billing periods that you carry a balance on your Account regardless of whether or not your statement shows a minimum monthly payment due.

We recommend but do not require you to make weekly payments on your Account. You may make non-consecutive weekly payments in any denomination as long as the total amount of the minimum payment is paid each month.

13. Variable Interest Rate. You will be assessed Interest as described in the Disclosure The interest rate that will apply to your Account balance may vary based on the application of an index and margin. Variable rates may change when the Prime Rate changes. We calculate your variable interest rate by adding a margin to the Prime Rate published in The Wall Street Journal on the twenty-fifth (25^th) day of the calendar month immediately preceding the first day of the Account’s billing period. If not published on that date, the preceding business day may be used to determine the Prime Rate. If the Prime Rate changes, your new rates will take effect on the first day of your next billing period. The Annual Percentage Rates applicable to purchases are disclosed on the Initial Disclosure Statement accompanying this Agreement. The Annual Percentage Rate will not exceed the maximum rate permitted by law. Any rate change will be made pursuant to applicable law. The effect of any increase in the Annual Percentage Rate would be to increase the amount of interest you must pay, and thus increase your required payments.
14. Other Charges. Except for the UCC Filing Fee, you will never be assessed an individual fee greater than your minimum monthly If you incur multiple fees during a billing period, then the total fees on your account may be greater than your minimum monthly payment.
    • UCC Filing Fee: You agree to pay a filing fee of $45 to perfect our security interest in the Collateral. You understand and agree that this fee is non-refundable.
    • Late Payment Fee: If you do not pay the minimum monthly payment, as shown on your monthly billing statement, on or before the payment due date, you will pay a late payment fee as described in the Disclosure Documents. We will assess this fee only once during a single billing
    • Over-the-Limit Fee: We may charge you an over-the-limit fee as described in the Disclosure Documents each time your Account’s outstanding balance exceeds your Account’s assigned credit limit for more than forty-five (45) days. We may charge this fee even if the transaction which causes you to exceed your credit limit is authorized by us or if you exceed your credit limit because of the posting of Interest or other fees assessed to your Account.
    • Returned Payment Fee: We will charge you a returned payment fee as described in the Disclosure Documents each time your payment, whether by check or authorized in writing (g., auto pay), electronically or orally (e.g., pay-by-phone), is dishonored. We will charge you this fee the first time any payment is dishonored even if it is paid upon resubmission.
15. Usury Savings Clause. You and we agree that we do not intend to impose any charge prohibited by applicable law. To the extent any interest rate or fee is determined to exceed that allowed by applicable law, you agree that any such rate or fee may be reduced to an amount allowable by applicable law, and any excess charge(s) may be refunded to you, including by crediting your account.
16. Automatic Payment Option. Our automatic payment service gives you three options to have your payment deducted from a designated checking or savings account every month via debit card or ACH debit. The automatic payment option is not available for weekly With all three options (Minimum Payment, Outstanding Balance or Fixed Payment Amount), the payment amount and the date the payment will be deducted from your Account will be shown on your Account’s monthly billing statement. Payments made by a monthly draft will not be in effect until your monthly billing statement reflects the payment draft date. If you have elected to utilize the automatic payment option, the payment draft date will be your minimum payment Due Date. Funds must be available in the designated checking/savings account on the specified payment draft date. If an attempted draft fails, we may resubmit the draft up to two times, for a total of three attempts. If funds are not available on your payment due date, your Account will become past due and you will receive a notice from us requesting payment. If you have authorized us to pay your bill automatically from your savings or checking account, you can stop the payment on any amount you think is incorrect. To stop the payment, written notice must be sent to Transend Financial, Inc., 2300 Holcomb Bridge Road, Suite 103-152, Roswell, GA 30076, and must reach us at least three (3) business days before the automatic payment is scheduled to occur. To set up automatic payment or to change your payment option, you may contact us at 833-378-3841 or write us at, Transend Financial, Inc., 2300 Holcomb Bridge Road, Suite 103-152, Roswell, GA 30076, to request a form.
17. Liability for Unauthorized Use. You may be liable for the unauthorized use of the Account subject to Section 7 of this
18. Limitation of Liability. We will not be liable to Company, Authorized Signatory or any Authorized User for any loss or damages sustained by Company, Authorized Signatory, any Authorized User or Personal Guarantor (if applicable) as a result of delay in servicing a transaction request, delay resulting from equipment failure or transmission failure, acts of god, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accident, governmental acts, injunctions, labor strikes or any other cause that is not reasonably foreseeable and not within our reasonable IN NO EVENT WILL WE BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER WE WERE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WE MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
19. Liability for Acts of Company, Authorized Signatory, Authorized Users, Personal Guarantor, Employees and Agents. You agree to hold us harmless from any and all liability resulting from the acts of Company, Authorized Signatory, any Authorized User, Personal Guarantor (if applicable) or any employees or agents of Company, including, but not limited to negligent acts of such persons.
20. Default. In our sole discretion and to the extent not prohibited by applicable law, we may declare a default under this Agreement if: (a) you exceed any credit limit, (b) we do not receive the full amount of any minimum monthly payment on or before the date it is due or (c) any payment is dishonored or cannot be In our sole discretion and to the extent not prohibited by applicable law, we may also declare a default under this Agreement if: (1) you violate any of the other terms of this Agreement, (2) we have declared you in default under the terms of any other agreement or document that includes your signature, (3) we determine that you made any false or misleading statements on your Application for, or regarding the use of, the Account, or otherwise attempted to defraud us, (4) bankruptcy or other insolvency or dissolution proceedings are instituted by you or against you or (5) you die or are declared legally incompetent or incapacitated. At any time following any default under this Agreement (or after we give you any notice or right to cure the default, if required by applicable law), you will be subject to paying interest and fees pursuant to the terms of this Agreement, including any applicable default rate, even after any judgment is obtained. In our sole discretion and to the extent not prohibited by applicable law, we may also: (i) limit or not allow you to make any new purchases on your Account, (ii) increase your minimum monthly payment with such notice as may be required by applicable law, (iii) subject to the limitations of applicable law, close your Account and demand immediate payment of the entire outstanding balance plus all other amounts owing under the terms of this Agreement or under any other document that includes your signature or (iv) enforce all of our rights and remedies in the Collateral, including, but not limited to, the right to obtain immediate possession of the Collateral by any means not prohibited by law.

To the extent not prohibited by applicable law, you agree to pay us all of our actual court costs, collection expenses and attorneys’ fees that we incur in the collection of any amount you owe us under this Agreement.

21. Account Closure and Suspension of Credit Privileges. We may, at any time, without cause or advance notice, and regardless of the existence of a default under this Agreement, cancel the Account and/or temporarily or permanently suspend your credit privileges under this Your obligation to make payments and your other obligations under this Agreement will continue in full force and effect after the Account is cancelled or your credit privileges are temporarily or permanently suspended. Cancellation of the Account and/or temporary or permanent suspension of your credit privileges will not affect our security interest in the Collateral.

You may close your Account to further transactions by calling the number on your billing statement, canceling all preauthorized billing arrangements, and ceasing to use the Account. Your Account will not be permanently closed until you pay all amounts owed under this Agreement, including, without limitation, any purchase transactions you have authorized and all Interest and any other fees charged on your Account. You are responsible for these amounts whether they have been incurred by the time of your request to close the Account or they are incurred subsequent to your request to close the Account.

22. Credit Reports and Account Information. This Section will apply to Company, Authorized Signatory and Personal Guarantor (if applicable), unless otherwise stated in the Disclosure The credit of Company and the personal credit of Authorized Signatory and Personal Guarantor (if applicable) may be used in making credit decisions. You authorize us to investigate the credit worthiness of Company by obtaining credit reports and making other inquiries as we deem appropriate. If so required, Authorized Signatory and/or Personal Guarantor (if applicable) authorize us to investigate his/her personal credit history by obtaining consumer credit reports and by making direct inquiries to businesses where his/her accounts are maintained. We may report the liability of Company, Authorized Signatory and Personal Guarantor (if applicable), and the status of the Account, to credit bureaus and others who may lawfully receive such information.

If you believe that we have reported inaccurate information about you to a credit bureau, please contact us at, support@transendfinancial.com. In doing so, please identify the inaccurate information and tell us why you believe it is incorrect. If you have a copy of the credit report that includes the inaccurate information, please send a copy of that report to us. You are hereby notified that a negative credit report on the credit record of Company, Authorized Signatory and/or Personal Guarantor (if applicable) may be submitted to a credit reporting agency if you fail to fulfill the terms of this Agreement. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report.

23. Personal Guarantor. If required, the Personal Guarantor agrees unconditionally, absolutely, and irrevocably to personally guaranty payment of all transactions on the Account and agrees to pay the total balance due on the Account upon demand, in the event of a default as defined in this Agreement. Personal Guarantor waives any notices regarding this Agreement or this personal guaranty. Personal Guarantor agrees that we may report Personal Guarantor’s liability for and the status of the Account to credit bureaus and others who may lawfully receive such Personal Guarantor must send us written notification to request release from this personal guaranty. No release of this guaranty will be effective until thirty (30) calendar days after acceptance by us and any such acceptance will not affect, in any respect, Personal Guarantor’s liability for any and all indebtedness arising or resulting from the Agreement incurred prior to the effective date of release.
24. Gambling/Lawful Purposes. Your Account may only be used for valid and lawful purposes. You agree not to use the Account in connection with any Internet or illegal gambling transactions, but any Internet or illegal gambling transactions in which you use the Corporate Account will nevertheless be subject to repayment pursuant to this Agreement. If you use, or allow someone else to use, the Account for any unlawful or impermissible purpose, you will be responsible for such use and may be required to reimburse us, as applicable, for all amounts or expenses that we pay as a result of such unlawful or impermissible use.
25. Your Billing Address. You agree to give us notice in writing of any change in your billing address at least ten (10) business days before the change is effective. You agree that all notices regarding the Account may be sent solely to Company’s address as shown on our billing records or provided by Authorized Signatory.
26. Company Structure. You agree to give us notice in writing of any change in Company’s ownership structure or billing information, such as any change to Company’s name or officers, if applicable, at least ten (10) business days before the change is effective.
27. Notice. Unless otherwise indicated in this Agreement, all notices required by this Agreement may be sent to Transend Financial, Inc., 2300 Holcomb Bridge Road, Suite 103-152, Roswell, GA 30076 via certified U.S. mail.
28. Termination of Authorized User. If you no longer employ an individual designated as an Authorized User, you must send us written notice in order to end the Authorized User’s access to the Account. If you do not send us written notice, then you are liable for any and all transactions made with the Account even if the Authorized User is no longer
29. Assignment. We may sell, assign or transfer all or any portion of your Account, any balances due under your Account, or any interest or rights in the Collateral without prior notice to Any such assignee will take our place under this Agreement. You must pay such assignee and otherwise perform all of your obligations under this Agreement. You may not sell, assign, or transfer your Account or any of your obligations under this Agreement. Subject to the preceding sentence, this Agreement will be binding and inure to the benefit of your and our respective successors, assigns and representatives.
30. Amendment of this Agreement. We may amend this Agreement or our billing records at any time. We will send advance written notice of these changes to your latest address in our billing records at least thirty (30) calendar days prior to the beginning date of the billing period in which any changes becomes
31. Applicable Rules and Law.
    • Law: This Agreement and your Account are governed by and construed in accordance with federal law and, to the extent not preempted by federal law, the laws of Midland States Bank’s home state of Illinois (without regard to internal principles of conflict of laws). The legality, enforceability and interpretation of this Agreement and the amounts contracted for, charged and received under this Agreement will be governed by such WE MAKE THE DECISION TO GRANT CREDIT, OPEN AN ACCOUNT, PROVIDE YOU WITH A CORPORATE ACCOUNT, AND FUND DRAWS ON YOUR ACCOUNT FROM OUR OFFICES IN OUR HOME STATE.
32. No Waiver by Us. We reserve the right, in our sole discretion, not to impose part or all of any fee or other amount arising under this Agreement or not to exercise any of our rights under this Agreement. If we do so, we will not waive our right to impose such fee or other amount or exercise such right in the Without limiting the foregoing and except as prohibited by law, we may, at our option: (a) agree to extend the Due Date of any payment due under this Agreement for any length of time, (b) release any security interest we have in connection with this Agreement or (c) release any other person liable under this Agreement, without notifying you or Personal Guarantor (if applicable) and without releasing you or Personal Guarantor from your obligation to pay all amounts owing under this Agreement in full, or to otherwise perform the terms and conditions of this Agreement. You and Personal Guarantor understand and agree that your obligation and Personal Guarantor’s obligation under this Agreement and any related guaranty are absolute and unconditional.
33. Severability. If any provision of this Agreement is determined to be void or unenforceable under applicable law, rule or regulation, all other provisions of this Agreement will be valid and enforceable and the court is instructed to reform this Agreement to reflect the original terms and intent to the greatest extent
34. ARBITRATION CLAUSE

Pursuant to 10 U.S.C. § 987, it is unlawful for a creditor to require a “covered borrower” as that term is defined by Federal law to submit disputes to arbitration. Therefore, the terms of this Arbitration Clause, including but not limited to the requirement to arbitrate disputes, the waiver of a jury trial, and the waiver of the right to participate in a class action, do not apply to covered borrowers. For all persons other than covered borrowers, by electronically signing this Agreement, you agree to this Arbitration Clause (“Clause”) unless you opt out by the method described below:

Background. In arbitration, a third party (“Arbitrator”) resolves Disputes in a hearing (“hearing”). You, we, and related third parties waive the right to go to court, except a state court of limited jurisdiction that does not allow class actions (“Small Claims Court”) as described in this Clause. You, we, and related third parties waive jury trials. The arbitration hearing is private and less formal than court. Arbitrators may limit pre-hearing fact finding, called “discovery.” The decision of the Arbitrator is final.

Scope. This Clause governs the parties to this Agreement, their heirs, successors, assigns, and third parties related to any Dispute. In this Clause, the word “Disputes” has the broadest possible meaning. This Clause governs all “Disputes” involving the parties to this Agreement and/or our servicers, Assignees, and agents, including but not limited to consultants, banks, payment processors, software providers, data providers and credit bureaus. This includes all claims even indirectly related to your application and agreement(s) with us. This includes claims related to information you previously gave us. It includes all past agreements. It includes extensions, renewals, refinancing, or payment plans. It includes claims related to collections, privacy, and customer information. It includes claims related to setting aside this Clause. It includes claims about the Clause’s validity and scope. It includes claims about whether to arbitrate.

Waiver. You waive your rights to: (1) Have juries resolve Disputes; (2) Have courts, other than Small Claims Courts, resolve Disputes; (3) Serve as a private attorney general or in a representative capacity; and (4) Participate in a class action. UNDER THIS CLAUSE, Courts and Arbitrators CANNOT allow class actions. You waive your rights to participate in a class action as a representative and as a member. Only individual arbitration or Small Claims Courts will resolve Disputes. You waive your right to have representative claims. Unless reversed on appeal, if a court invalidates the class action waiver, the Clause will be void.

Governing Law. This transaction involves interstate commerce, so the Federal Arbitration Act (“FAA”) governs. If a court finds the FAA doesn’t apply, and the finding can’t be appealed, then Illinois Law governs. The Arbitrator must apply substantive law consistent with the FAA. The Arbitrator must follow statutes of limitation and privilege claims.

Informal Dispute Resolution. We can try to resolve Disputes if you call us at 833-378-3841. If we are unable to resolve the Dispute by phone, mail us a notice telling us the details and how you want to resolve it. We may be able to resolve the Dispute on terms mutually agreeable to you and us. If we make a written offer (“Settlement Offer”), you can reject it and arbitrate.

How to Start Arbitration. If we don’t resolve the Dispute through informal dispute resolution, either party may start arbitration. To start arbitration, contact an arbitrator affiliated with a national arbitration organization or an arbitration group listed below. No party will disclose settlement proposals to the Arbitrator during arbitration. To contact us, send mail to our servicer at: Transend Financial, Inc., 2300 Holcomb Bridge Road, Suite 103-152, Roswell, GA 30076 via certified U.S. mail to confirm receipt.

Arbitration Process. Either party may mail the other a request to arbitrate, even if a lawsuit has been filed. The notice should describe the Dispute and relief sought. The receiving party must send a response via certified U.S. mail within 20 days. If you mail the demand, you may choose one of the national arbitration groups listed in this paragraph. Or, your demand may state that you want the parties to choose a local Arbitrator affiliated with a national arbitration organization. If we or related third parties mail the demand, you must respond within 20 days. Your response must choose an arbitration group or propose a local Arbitrator affiliated with a national arbitration organization. If you don’t timely respond or your response does not choose an arbitration group or a local Arbitrator affiliated with a national arbitration organization, we may choose the arbitration group. You may select the American Arbitration Association (“AAA”) (1-800-778-7879) https://www.adr.org/ or JAMS (1-800-352-5267) https://www.jamsadr.com/. The parties to a Dispute may also agree in a writing signed by both parties to use a local attorney, retired judge, or local Arbitrator. The Arbitrator must arbitrate under AAA or JAMS commercial rules. You may get a copy of these rules from such group. Any rules that conflict with any of our agreements with you don’t apply. If these options aren’t available, and the parties can’t agree on another, a court may choose the Arbitrator. Such Arbitrator must enforce your agreements with us as they are written. The Arbitrator will order the hearing within 100 miles of your home or where the transaction occurred. Either party may attend the hearing by phone. The Arbitrator’s decision will be final. A party may file the Arbitrator’s award with the proper court and seek judicial enforcement of it. Arbitration will be the sole method of resolving appeals of a Small Claims Court judgment. If the amount in controversy exceeds $10,000.00, a party may appeal the Arbitrator’s finding. Such appeal will be to a three-Arbitrator panel from the same arbitration group. The appeal will be de novo and resolved by majority vote. The appealing party bears appeal costs, despite the outcome.

Small Claims Court. Each party has the right to arbitrate or to go to Small Claims Court if the Small Claims Court has the power to hear the Dispute. Arbitration will resolve all Disputes that the Small Claims Court does not have the power to hear. If there is an appeal from Small Claims Court, or if a Dispute changes so that the Small Claims Court loses the power to hear it, then the Dispute will be heard only by an Arbitrator.

Effectiveness of this Clause. The Clause will remain effective unless both parties agree otherwise in a writing signed by each party. The Clause governs if you rescind the transaction. It governs if you default, renew, prepay, or pay. It governs if this Agreement, the obligations set forth herein, or amendments to this Agreement are discharged through bankruptcy. The Clause will remain effective, despite this Agreement’s and/or a transaction’s termination, amendment, expiration, or performance.

Arbitration Fees and Awards. We will advance some of your “Arbitration Fees” to the Arbitrator, including filing, administrative, hearing, and Arbitrator’s fees. We will advance such Arbitration Fees if (1) you ask us to in writing sent to us via certified U.S. mail prior to arbitration, and (2) you pay a portion of the Arbitration Fees not to exceed the amount required to file a lawsuit in state court. This includes filing, administrative, hearing, and Arbitrator’s fees. The amount we will advance is the difference between the amount the Arbitrator requires to initiate arbitration and the amount required to file a lawsuit in state court. You are responsible for paying your attorney fees and other expenses. The Arbitrator may award the same damages as a court. Arbitrators may award reasonable attorney fees, and expenses, if allowed by law. If you must pay Arbitration Fees, the amount won’t exceed state court costs. If you are successful in arbitration you may receive an Arbitrator’s award. A party may request details from the Arbitrator within 14 days of the ruling. Upon such request, the Arbitrator may explain the ruling in writing.

Severability. If any portion of this Clause cannot be enforced, the unenforceable portion will be severed and the rest of this Arbitration Clause will continue to apply, except that: (i) unless reversed on appeal, if a court invalidates the class action waiver, the entire Clause except for this sentence will be void; (ii) if you bring a claim in court for public injunctive relief and/or as a private attorney general and a court determines that we or a related third party may not enforce arbitration of that claim in accordance with the terms of this Clause (and that determination becomes final after all appeals have been exhausted), then the claim for public injunctive relief and/or as a private attorney general will be determined in court and any claim seeking monetary relief of any kind whatsoever (including claims for restitution or disgorgement) will be arbitrated. In such case, you agree that the court will stay the claim for public injunctive relief and/or as a private attorney general pending completion of arbitration of all other claims and entry of a final order or judgment with respect to confirmation of the resulting arbitral award.

Other Options. If you don’t want to arbitrate, you have the following options before arbitration commences:

• Informal Dispute Resolution. Contact us and attempt to settle any Disputes;
• Small Claims Court. Seeks to resolve Disputes in Small Claims Court, within state law limits; and/or
• Opt Out of Arbitration. Sign the Agreement and then timely opt-out of Arbitration.

How to Opt Out. If you want to opt out of this Arbitration Clause, send us written notice via email to our servicer at support@transendfinancial.com or via certified U.S. mail to Transend Financial, Inc., 2300 Holcomb Bridge Road, Suite 103-152, Roswell, GA 30076 of your intent to opt-out of the Arbitration Clause of this Agreement within thirty (30) calendar days of electronically signing this Agreement. State your name, address, account number, and date. State that you “opt out.” If you opt out, your opt out will only apply to this Agreement.

35. Communications. We, including our agents, may contact you for any lawful reason, including to service your account, for the collection of amounts owed to us, and for the offering of products or services. No such contact will be deemed unsolicited. To the greatest extent not prohibited by applicable law, we may: (i) contact you at any address or telephone number (including wireless cellular telephone or ported landline telephone number) that you may provide to us from time to time; (ii) use any means of communication, including, but not limited to, postal mail, electronic mail, telephone or other technology to reach you; (iii) use automatic dialing and announcing devices which may play recorded messages and (iv) send text messages to your telephone. You may contact us at any time to ask that we not contact you using any one or more of these methods or We may monitor or record all calls we make to or receive from you.
36. Sharing of Information. You understand and agree that Midland States Bank, Transend, and Stanley Industrial and Automotive d/b/a Mac Tools may share information, including nonpublic personal information, amongst themselves about you, your business, this Agreement, your Account, and your performance under this Agreement. This information may include, but is not limited to, nonpublic personal information about you or your business, your purchase and payment activity under this Agreement, and any other information obtained or maintained by Midland States Bank, Transend, or Mac Tools related in any manner to this Agreement or your relationship with any of these parties. This information is used, among other things, to process purchases and payments on your Account, to comply know-your-customer (“KYC”) and other legal requirements, and to enhance processes. Midland States Bank’s Privacy Notice can be found at https://www.midlandsb.com/privacy-policy. Information shared with Mac Tools will be processed by Mac Tools pursuant its Privacy Notice, which notice can be found at https://www.stanleyblackanddecker.com/privacy-policy.
37. Entire Agreement. This Agreement and the Disclosure Documents constitutes the entire agreement between you and us relating to your Account and supersedes any other prior or contemporaneous agreement between you and us relating to your Account.
38. Prepayment. The Borrower may prepay all or any part of the Loan, including interest, without penalty or premium at any time from time to time.

39. Enforcement. Borrower shall be responsible for all the costs and expenses incurred by Lender in disputes whereby the Lender is enforcing its rights under this Agreement, provided that the Parties have not been able to be settled via good faith negotiations
40.  Acceleration. Immediately upon the occurrence of any Event of Default (as defined in Section 20) and during any continuance thereof, the Lender may declare the Loan, all interest thereon, and all other amounts and obligations payable to be forthwith due and payable to the Lender or may take any other action as provided in Section 20 herein.
41. Representations and Warranties. The Borrower represents and warrants to the Lender as follows:
    1. The Borrower has the requisite legal capacity to own his assets, to borrow money, to execute, deliver and perform each of the Loan Documents to which he is a party and all other documents, certificates and instruments delivered in connection therewith, and to effect and carry out the transactions contemplated herein and therein. Each Loan Document has been duly authorized and, when executed and delivered, will be a valid and legally binding instrument enforceable against Borrower in accordance with its terms. The execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby (a) will not (immediately or with the passage of time, or the giving of notice) violate (i) any law, order, rule or regulation or determination of an arbitrator, a court, or other governmental agency, applicable or binding upon the Borrower or any of the Borrower’s property (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) or as to which the Borrower or any of the Borrower’s property is subject (collectively, “Requirement of Law”), or (ii) any provision of any agreement, instrument, or undertaking to which the Borrower is a party or by which the Borrower or any of the Borrower’s property is bound and (b) will not result in the creation or imposition of any lien upon any of the property of the Borrower, other than those in favor of the Lender pursuant to the Loan Documents. No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity (“Person”) in connection with the execution and delivery of the Loan Documents and the performance of any obligations contemplated thereby.
    2. Pledged Security Ownership. The Borrower is the owner of, or has contractual rights to, the Pledged Security subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option, or other encumbrance whatsoever, except the liens and security interests created by the Loan Documents. The pledge and grant of the Pledged Security by the Borrower pursuant to the Pledge Agreement creates a valid and perfected first priority security interest in the Pledged Security in favor of the Lender. The Borrower is not subject to any contractual obligation restricting or limiting the ability of the Borrower to pledge the Pledged Security pursuant to the Pledge Agreement.
    3. Litigation. There are no actions, suits, proceedings or governmental investigations or inquiries pending, or to the best knowledge of the Borrower threatened, against the Borrower or the Lender, that could, if adversely determined, have a material adverse effect on the performance of any obligation contemplated in or arising under the Loan Documents (a “Material Adverse Effect”)
    4. Other Debt
       • Exhibit 41(d) attached hereto fully and accurately states, as of the Effective Date, all outstanding indebtedness (other than the Loan hereunder) and committed undrawn lines of credit of the Borrower in excess of $100,000 and any other indebtedness and committed undrawn lines of credit under $100,000 which in the aggregate exceed $100,000 (collectively, the “Other Debt”), and
       • No default or event of default is existing with respect to such Other Debt and all representations and warranties made pursuant to the documents relating to the Other Debt are true and correct.
    5. Taxes. All federal, state, local and foreign tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by the Borrower or any of the Borrower’s Tax Affiliates (as defined below) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any extensions obtained for the filing thereof), all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions due and payable have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof. Proper and accurate amounts have been withheld by the Borrower and each of the Borrower’s Tax Affiliates, if any, from their respective employees, as applicable, for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective governmental authorities. “Tax Affiliate” shall mean, as to any Person, (i) any subsidiary of such Person and (ii) any affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.
    6. Full Disclosure. No written statement prepared or furnished to the Lender in connection with the transactions contemplated hereby (including, without limitation, financial statements) by or on behalf of the Borrower, when all such statements are taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading. All facts known to the Borrower which are material to an understanding of the financial condition, business, properties or prospects of the Borrower have been disclosed to the Lender.
    7. No Burdensome Restrictions; No Default
       • The Borrower is not a party to any contractual obligation the compliance with which would have a Material Adverse Effect or the performance of which, either unconditionally or upon the happening of an event, will result in the creation of a lien (other than a lien granted pursuant to a Loan Document) on the property or assets of the Borrower.
       • The Borrower is not in default under or with respect to any contractual obligation owed by the Borrower and, to the knowledge of the Borrower, no other party is in default under or with respect to any contractual obligation owed to the Borrower, other than those defaults which in the aggregate have no Material Adverse Effect.
       • No Event of Default or event which, with the lapse of time and/or notice, would become an Event of Default (such event, a “Default”) has occurred and is continuing.
       • There is no Requirement of Law the compliance with which by the Borrower would have a Material Adverse Effect.

42. Covenants of the Borrower
    1. Certain Affirmative Covenants. The Borrower covenants and agrees that until full and complete performance by the Borrower of all obligations arising under the Loan and the Loan Documents, the Borrower shall:
       • Cooperate with the Lender and execute such further instruments and documents as the Lender shall reasonably request to carry out to its satisfaction the transactions contemplated by the Loan Documents; provided, however, that the Borrower shall be under no obligation to provide any collateral other than the Pledged Security;
       • As soon as possible and in any event within two business days after acquiring knowledge thereof notify the Lender in writing of the occurrence of any Default or Event of Default;
       • Cause to be promptly delivered to the Lender copies of all written notices, and notice of any oral notices, received by the Borrower with respect to any part of the Pledged Security;
       • Promptly give notice to the Lender of any challenge to the title of the Pledged Security and defend the Lender’s right, title and security interest in and to the Pledged Security and the proceeds thereof against the claims and demands of all persons (the Borrower also agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Lender as collateral and will likewise defend the Lender’s right thereto and security interest therein);
       • Promptly provide the Lender with such other information respecting condition or operations, financial or otherwise, of the Borrower as the lender may from time to time reasonably request; and
       • At the request of the Lender, provide the Lender with duly authorized certificates evidencing any Pledged Security, together with stock powers executed in blank to the Lender.
    2. Negative Covenants. The Borrower covenants and agrees that until full and complete performance by the Borrower of all obligations arising under the Loan and the Loan Documents, the Borrower shall not:
       • Sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to the Pledged Security, nor create, incur, or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrances with respect to any of the Pledged Security or interest therein, or any proceeds thereof, except for the liens and security interests provided or permitted hereby;
       • Without the prior written consent of the Lender, grant proxies, assign or otherwise transfer voting interests in the Pledged Security, or vote as a stockholder of the Lender to issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Security or engage in any other transaction that could have an adverse effect on the value of the Pledged Security or the rights and remedies of the Lender in respect thereof;
    3. Compliance with Laws, etc. The Borrower shall comply in all material respects with all Requirements of Law, contractual obligations, commitments, instruments, licenses, permits and franchises; provided, however, that there shall not be deemed a default under this Section if all such non-compliances in the aggregate have no Material Adverse Effect.
    4. Payment of Taxes. The Borrower shall pay and discharge, before the same shall become delinquent, all lawful governmental claims, taxes, assessments, charges and levies; provided, however, that there shall not be deemed a default under this Section if all such non-payments in the aggregate have no Material Adverse Effect.
    5. Reporting Requirements. The Borrower shall furnish to the Lender:
       • Promptly after the commencement thereof, notice of all actions, suits and proceedings before any domestic or foreign governmental authority or arbitrator, affecting the Borrower, except those which in the aggregate, if adversely determined, would have no Material Adverse Effect;
       • Promptly (and in any event within two business days) after Borrower becomes aware of the existence of (i) any breach or non-performance of, or any default under, any contractual obligation which is material to the financial condition of the Borrower, or (ii) any event, development or other circumstances which has any reasonable likelihood of causing of resulting in a Material Adverse Effect, written notice in reasonable detail specifying the nature of the breach, non-performance, default, event, development or circumstance, including without limitation, the anticipated effect thereof, which notice shall be promptly confirmed in writing within five days;
       • Upon the request of the Lender, copies of all federal, state and local tax returns and reports filed by the Borrower or any of the Borrower’s affiliates in respect of taxes measured by income (excluding sales, use and like taxes); and
       • Such other information respecting the financial condition of the Borrower as the Lender may from time to time reasonably request.
       • The Borrower shall not create or suffer to exist any indebtedness except
         • The Loan;
         • Current liabilities in respect of taxes, assessments and governmental charges or levies incurred; and

43. Right of SETOFF: To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower(s) accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower(s) hold jointly with someone else and all accounts they may open in the future. However, this does not include IRA accounts, or any trust accounts for which setoff would be prohibited by law. Borrower(s) authorize Lender, to charge or setoff all sums owing on the indebtedness against any and all such accounts.

USA Patriot Act Disclosure. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

Signature: By electronically signing below, you agree to the terms of this Agreement, including the Arbitration Clause, the Payment Method Authorization, and the Disclosure Documents. The electronic signature demonstrates your intent that this Agreement be legally valid and enforceable in accordance with its terms, and that your electronic signature will have the same force and effect as a physical signature on a paper document.

Signature of Company’s Authorized Signatory

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Authorized Signatory Name

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Date

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