Common use of Credit Criteria Clause in Contracts

Credit Criteria. (a) Retailer acknowledges and agrees that Bank may: (i) subject to Section 7.4(e), issue either a Private Label Credit Card or a Co-Brand Credit Card to any new applicant for an Account; and (ii) issue at any time and from time to time a Co-Brand Credit Card to any existing Cardholder or group of Cardholders as a replacement for an existing Private Label Credit Card; provided, however, that (x) if a Cardholder requests to keep the Private Label Credit Card, Bank will honor such request and (y) Retailer and Bank agree that decisions to issue Co-Brand Credit Cards as replacements for existing Private Label Credit Cards on a Program-wide basis (either to individual Cardholders based on the use of systemic thresholds or simultaneously to a group of Cardholders) shall be mutually agreed upon in advance by Bank and Retailer. For the avoidance of doubt, nothing contained in this Section 7.4(a) shall limit Bank’s ability to establish or modify the credit criteria used in evaluating applicants and Cardholders under the Program pursuant to Section 7.4(b). (b) Bank shall establish in its discretion and may modify from time to time any or all of the credit criteria used in evaluating applicants under the Program (including the creditworthiness of individual applicants, the range of credit limits to be made available to individual Cardholders and whether to suspend or terminate the credit privileges of any Cardholder); provided that Bank shall provide the Operating Committee with prior notice of, and consult with the Operating Committee with respect to, any proposed material modification to the credit criteria or risk management policies, and shall seek input from Retailer on any communications to Cardholders required in connection with such change prior to implementation. If Retailer has an issue regarding any change to the credit criteria or risk management policies, Bank and Retailer shall discuss such issue and escalate in accordance with Sections 5.5 and 5.6(a). Bank shall ensure that the credit criteria and risk management policies that Bank utilizes to manage Program risk will be [***]. (c) The provisions of Schedule 7.4(c) hereto shall apply with respect to the Minimum Credit Targets for the Program. (d) Within sixty (60) days following the Effective Date, Bank and Retailer shall meet and prepare a joint plan to address ways to materially improve online approval rates, which such plan may include offering the Private Label Credit Card only online. (e) Bank agrees to work together with Retailer to develop a post-[***] strategy and plan (“[***]”), subject to the parties agreeing on a feasibility and implementation plan that will allow implementation within [***] of finalizing such implementation plan, unless otherwise agreed by the parties. This implementation plan will include estimated expenses which will be approved by Retailer and mutually agreed upon milestones and timelines. Extraordinary costs of implementing a [***] will be treated as a Program expense; provided that costs incurred in adoption of an existing [***] will not be included as a Program expense, except for direct costs specific to Retailer implementation. Ongoing operational costs for this functionality will be treated as Program expenses. As part of the implementation plan, the parties will agree [***]. For clarity, Retailer’s desired form of [***] would be based on the existing [***].

Credit Criteria. (a) Retailer acknowledges and agrees that Bank may: (i) subject to Section 7.4(e), issue either a Private Label Credit Card or a Co-Brand Credit Card to any new applicant for an Account; and (ii) issue at any time and from time to time a Co-Brand Credit Card to any existing Cardholder or group of Cardholders as a replacement for an existing Private Label Credit Card; provided, however, that (x) if a Cardholder requests to keep the Private Label Credit Card, Bank will honor such request and (y) Retailer and Bank agree that decisions to issue Co-Brand Credit Cards as replacements for existing Private Label Credit Cards on a Program-wide basis (either to individual Cardholders based on the use of systemic thresholds or simultaneously to a group of Cardholders) shall be mutually agreed upon in advance by Bank and Retailer. For the avoidance of doubt, nothing contained in this Section 7.4(a) shall limit Bank’s ability to establish or modify the credit criteria used in evaluating applicants and Cardholders under the Program pursuant to Section 7.4(b). (b) Bank shall establish in its discretion and may modify from time to time any or all of the credit criteria used in evaluating applicants under the Program (including including, without limitation, the creditworthiness of individual applicants, the range of credit limits to be made available to individual Cardholders and whether to suspend or terminate the credit privileges of any Cardholder); provided that . Bank shall provide the Operating Committee with prior notice of, and will consult with the Operating Committee with respect to, Retailer regarding any proposed material modification changes to the credit criteria or risk management policiesused for the Program which, and shall seek input from Retailer in Bank’s reasonable opinion, could reasonably be expected to have a material effect on any communications to Cardholders required in connection with such change prior to implementation. If Retailer has an issue regarding any change to the credit criteria or risk management policies, Bank and Retailer shall discuss such issue and escalate in accordance with Sections 5.5 and 5.6(a). Bank shall ensure that the credit criteria and risk management policies that Bank utilizes to manage Program risk will be [***]Program. (c) The provisions of Schedule 7.4(c) hereto Bank shall apply with respect be obligated to meet the Minimum Credit Targets for the Programin accordance with Schedule 7.4(c) hereto. (d) Within sixty (60) days following the Effective Date, Bank and Retailer shall meet and prepare a joint plan to address ways to materially improve online approval rates, which such plan may include offering the Private Label Credit Card only online. (e) Bank agrees to work together with Retailer to develop a post-[***] strategy and plan (“[***]”), subject to the parties agreeing on a feasibility and implementation plan that will allow implementation within [***] of finalizing such implementation plan, unless otherwise agreed by the parties. This implementation plan will include estimated expenses which will be approved by Retailer and mutually agreed upon milestones and timelines. Extraordinary costs of implementing a [***] will be treated as a Program expense; provided that costs incurred in adoption of an existing [***] will not be included as a Program expense, except for direct costs specific to Retailer implementation. Ongoing operational costs for this functionality will be treated as Program expenses. As part of the implementation plan, the parties will agree [***]. For clarity, Retailer’s desired form of [***] would be based on the existing [***].