Common use of Credit Systems Clause in Contracts

Credit Systems. (a) The NMG Companies and Bank shall work together (including through a subcommittee of the Management Committee formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systems, which may include a conversion plan designed to convert such data to the Bank Systems. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, when both NMG and Bank are satisfied with the terms of such conversion plan and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG Systems without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any such conversion the “Systems Transition Date”). Bank shall bear all out-of-pocket costs and expenses associated with the Systems conversion (whether incurred by Bank or any of its Affiliates or NMG or any of its Affiliates). (b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that all identified features and functionality available on the NMG Systems prior to the Systems Transition Date (including data gathering, interface capabilities with the NMG Companies’ other Systems, Loyalty Program support and core systems/customer service functionality) are available on the Bank Systems as of the Systems Transition Date to the extent the NMG Systems are to be converted to the Bank Systems; (ii) Bank shall ensure that all features and functionality set forth in Schedule 7.4(b) are available on the Bank Systems as of the Systems Transition Date; (iii) all existing credit data feeds used by NMG or any of its Affiliates in connection with the Credit Card Business or otherwise prior to the Effective Date shall have been replicated on the Bank Systems prior to the Systems Transition Date; and all data feeds necessary to provide NMG with the information necessary to prepare the Monthly Settlement Sheets and Yearly Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Date; (iv) Bank shall provide and the Bank Systems shall support the Internet Services described in Section 4.8; (v) Bank shall keep the same structure of Account numbers; (vi) without limiting the foregoing, the Bank Systems shall interface with the NMG Systems that are not converted to Bank Systems in a manner reasonably acceptable to NMG; (vii) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems as set forth in Section 7.3(d) and the Bank shall be prepared to and have the ability to implement such plan if necessary; (viii) Bank shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems will be compatible with those NMG Systems that will interface with the Bank Systems, including the POS Systems of NMG and its Affiliates; and (ix) Bank shall provide training to all employees of NMG, its Subsidiaries and its Licensees who use the Bank Systems. (c) Prior to the Systems Transition Date, the Parties shall agree on a statement of work covering the development and testing of, and conversion to, the Bank Systems. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s or its Affiliates’ Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Committee. Neither Party will make any material change to its Systems with respect to the Program without the prior approval of the Management Committee.

Credit Systems. (a) The NMG Subject to clause (b) of this Section 7.4, the master file of Accounts and all other Cardholder Data and other Program credit data shall remain on the FDS Systems for a minimum of one year after the Effective Date. Bank and the FDS Companies and Bank shall work together (including through a subcommittee of the Management Operating Committee formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systems, which may include a Systems conversion plan designed to convert such data to the Bank Systems. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, when both NMG FDS and Bank are satisfied with the terms of such conversion plan and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG FDS Systems without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any such conversion the “"Systems Transition Date”"). Bank shall bear all out-of-pocket its costs and expenses associated with the Systems conversion and such expenses shall not constitute Program Expenses. Until the Systems Transition Date, FDS shall, in a manner consistent with FDS's historical practice (whether incurred taking into account the magnitude and type of each of the following matters): (i) make modifications and changes to FDS Systems as necessary to comply with Applicable Law, the Risk Management Policies and/or the Operating Procedures, following appropriate consultation with Bank with respect to changes thereto; (ii) ensure that the features and functionality available on the FDS Systems as of the Effective Date are maintained in a manner consistent with historical levels, and (iii) ensure that the technology associated with the FDS Systems (including hardware platforms, operations systems and software licenses) is sufficient to support the operation of the Program as contemplated by Bank or any the terms of its Affiliates or NMG or any of its Affiliates)this Agreement. (b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that all identified features and functionality available on the NMG FDS Systems prior to the Systems Transition Date (including data gathering, interface capabilities with the NMG FDS Companies’ ' other Systems, Loyalty Program support and core systems/customer service functionality) are available on the Bank Systems as of the Systems Transition Date to the extent the NMG FDS Systems are to be converted to the Bank Systems; (ii) Bank shall ensure that all features and functionality set forth in Schedule 7.4(b) are available on the Bank Systems as of the Systems Transition Date; (iii) all existing credit data feeds used by NMG FDS or any of its Affiliates in connection with the Credit Card Business Business, FedCustomer or otherwise prior to the Effective Date shall have been replicated on the Bank Systems prior to the Systems Transition Date; and all data feeds necessary to provide NMG with the information necessary to prepare the Monthly Settlement Sheets and Yearly Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Date; (iviii) Bank shall provide and the Bank Systems shall support the Internet Services described in Section 4.8services set forth on Schedule 7.4(b); (v) Bank shall keep the same structure of Account numbers; (viiv) without limiting the foregoing, the Bank Systems shall interface with the NMG FDS Systems that are not converted to Bank Systems in a manner reasonably acceptable to NMGFDS; (viiv) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems as set forth in Section 7.3(d) and the Bank shall be prepared to and have the ability to implement such plan if necessary;; and (viiivi) Bank shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems will be compatible with those NMG FDS Systems that will interface with the Bank Systems, including the POS Systems of NMG FDS and its Affiliates; and (ix) Bank shall provide training to all employees of NMG, its Subsidiaries and its Licensees who use the Bank Systems. (c) Prior The FDS Companies shall have the right to perform testing to assure that Bank Systems have the Systems Transition Date, the Parties shall agree on a statement of work covering the development features and testing of, functionality described in clauses (b)(i)-(vi) and conversion to, the Bank Systemsany other features and functionality promised by Bank. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s 's or its Affiliates’ ' Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Operating Committee. Neither Party will make any material change to its Systems with respect to the Program without prior notification to the Operating Committee if such change would reasonably be expected to materially impact the Program or the operation of any of the other Party's Systems, except to the extent such change is necessary in connection with the exercise by FDS or Bank of an FDS Matter or a Partner Matter, as applicable; provided further, that, without the prior approval of the Management Operating Committee, neither Party shall make any change to its Systems with respect to the Program during October, November or December. Bank shall cooperate to ensure that System changes are scheduled with due regard to FDS's retail sales calendar and in a manner designed to minimize disruption to peak sales periods. (e) Prior to the Systems Transition Date, the Operating Committee shall agree on such modifications to the terms of this Agreement relating to the allocation of reporting obligations, settlement and chargeback procedures and other Systems-dependent obligations and procedures as are necessary to accurately reflect the transition of relevant services, capabilities and data access of the respective Parties following the System Transition Date.

Credit Systems. (a) The NMG Companies and Bank shall work together (including through a subcommittee convert the data contained in the master file of the Management Committee formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systems, which may include a conversion plan designed to convert such data associated Accounts and all other Cardholder Data to the Bank SystemsSystems in accordance with the Conversion Plan. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, when both NMG Belk and Bank are satisfied with the terms of such conversion plan and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG Belk Systems without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any such conversion the “"Systems Transition Date”"). Bank shall bear all out-of-pocket costs and expenses associated with the Systems conversion (whether incurred by Bank or any of its Affiliates or NMG Belk or any of its Affiliates) as set forth on Schedule 7.4(a). (b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that all identified features and functionality available on the NMG Belk Systems prior to the Systems Transition Date (including data gathering, interface capabilities with the NMG Companies’ Belk's other Systems, Loyalty Program support and core systems/customer service functionality) or comparable features and functionality specifically approved by Belk are available on the Bank Systems as of the Systems Transition Date to the extent the NMG Belk Systems are to be converted to the Bank Systems; (ii) Bank shall ensure that all features and functionality set forth (x) in Schedule 7.4(b7.4(b)(i) are available on the Bank Systems as of the Systems Transition DateDate and (y) in Schedule 7.4(b)(ii) are available on the Bank Systems by the dates provided therein; (iii) all existing credit data feeds used by NMG Belk or any of its Affiliates in connection with the Credit Card Business or otherwise prior to the Effective Date shall have been replicated on the Bank Systems prior to the Systems Transition Date; and all data feeds necessary to provide NMG with the information necessary to prepare the Monthly Settlement Sheets and Yearly Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Date; (iv) Bank shall provide and the Bank Systems shall support the Internet Services described in Section 4.8; (v) Bank shall keep maintain existing Account Numbers for all Purchased Accounts and shall use the same Account Number structure of Account numbersfor new Accounts as that used for the Belk Purchased Accounts; (vi) without limiting the foregoing, the Bank Systems shall interface with the NMG Belk Systems that are not converted to Bank Systems in a manner reasonably acceptable to NMGBelk; (vii) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems as set forth in Section 7.3(d7.3(c) and the Bank shall be prepared to and have the ability to implement such plan if necessary; (viii) Bank shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems will be compatible with those NMG Belk Systems that will interface with the Bank Systems, including the POS Systems of NMG and its Affiliates; and (ix) Bank shall provide training to all employees training personnel of NMG, Parent and its Subsidiaries and its their Licensees who are responsible for training personnel in the use of the Bank Systems. (c) Prior to the Systems Transition Date, the Parties Bank shall agree on a statement of work covering conduct the development and testing of, and conversion to, the Bank Systems, in accordance with the Transition Plan, including the milestones and penalties set forth therein and in Schedule 2.3. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s 's or its Affiliates’ ' Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Operating Committee. Neither Party will make any material change to its Systems with respect that adversely affects the operations of the Program, the delivery of data to Harte Hanks, Inc., the Program without customer experience or the in-store operations xxxxoxx xxe prior approval of the Management Operating Committee. In the event that Belk decides to change its Systems for the operation of its business during the Term, Belk shall give prompt written notice to Bank, and Bank shall promptly meet with Belk to discuss and implement changes to the Bank Systems required to maintain the compatibility of the Bank Systems with the Belk Systems. (e) Bank shall complete the projects set forth on Schedule 7.4(e) in accordance with the timeframes set forth thereon.

Credit Systems. (a) The NMG Subject to clause (b) of this Section 7.4, the master file of Accounts and all other Cardholder Data and other Program credit data shall remain on the FDS Systems for a minimum of one year after the Effective Date. Bank and the FDS Companies and Bank shall work together (including through a subcommittee of the Management Operating Committee formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systems, which may include a Systems conversion plan designed to convert such data to the Bank Systems. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, when both NMG FDS and Bank are satisfied with the terms of such conversion plan and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG FDS Systems without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any such conversion the “Systems Transition Date”). Bank shall bear all out-of-pocket its costs and expenses associated with the Systems conversion and such expenses shall not constitute Program Expenses. Until the Systems Transition Date, FDS shall, in a manner consistent with FDS’s historical practice (whether incurred taking into account the magnitude and type of each of the following matters): (i) make modifications and changes to FDS Systems as necessary to comply with Applicable Law, the Risk Management Policies and/or the Operating Procedures, following appropriate consultation with Bank with respect to changes thereto; (ii) ensure that the features and functionality available on the FDS Systems as of the Effective Date are maintained in a manner consistent with historical levels, and (iii) ensure that the technology associated with the FDS Systems (including hardware platforms, operations systems and software licenses) is sufficient to support the operation of the Program as contemplated by Bank or any the terms of its Affiliates or NMG or any of its Affiliates)this Agreement. (b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that all identified features and functionality available on the NMG FDS Systems prior to the Systems Transition Date (including data gathering, interface capabilities with the NMG FDS Companies’ other Systems, Loyalty Program support and core systems/customer service functionality) are available on the Bank Systems as of the Systems Transition Date to the extent the NMG FDS Systems are to be converted to the Bank Systems; (ii) Bank shall ensure that all features and functionality set forth in Schedule 7.4(b) are available on the Bank Systems as of the Systems Transition Date; (iii) all existing credit data feeds used by NMG FDS or any of its Affiliates in connection with the Credit Card Business Business, FedCustomer or otherwise prior to the Effective Date shall have been replicated on the Bank Systems prior to the Systems Transition Date; and all data feeds necessary to provide NMG with the information necessary to prepare the Monthly Settlement Sheets and Yearly Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Date; (iviii) Bank shall provide and the Bank Systems shall support the Internet Services described in Section 4.8services set forth on Schedule 7.4(b); (v) Bank shall keep the same structure of Account numbers; (viiv) without limiting the foregoing, the Bank Systems shall interface with the NMG FDS Systems that are not converted to Bank Systems in a manner reasonably acceptable to NMGFDS; (viiv) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems as set forth in Section 7.3(d) and the Bank shall be prepared to and have the ability to implement such plan if necessary;; and (viiivi) Bank shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems will be compatible with those NMG FDS Systems that will interface with the Bank Systems, including the POS Systems of NMG FDS and its Affiliates; and (ix) Bank shall provide training to all employees of NMG, its Subsidiaries and its Licensees who use the Bank Systems. (c) Prior The FDS Companies shall have the right to perform testing to assure that Bank Systems have the Systems Transition Date, the Parties shall agree on a statement of work covering the development features and testing of, functionality described in clauses (b)(i)-(vi) and conversion to, the Bank Systemsany other features and functionality promised by Bank. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s or its Affiliates’ Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Operating Committee. Neither Party will make any material change to its Systems with respect to the Program without prior notification to the Operating Committee if such change would reasonably be expected to materially impact the Program or the operation of any of the other Party’s Systems, except to the extent such change is necessary in connection with the exercise by FDS or Bank of an FDS Matter or a Partner Matter, as applicable; provided further, that, without the prior approval of the Management Operating Committee, neither Party shall make any change to its Systems with respect to the Program during October, November or December. Bank shall cooperate to ensure that System changes are scheduled with due regard to FDS’s retail sales calendar and in a manner designed to minimize disruption to peak sales periods. (e) Prior to the Systems Transition Date, the Operating Committee shall agree on such modifications to the terms of this Agreement relating to the allocation of reporting obligations, settlement and chargeback procedures and other Systems-dependent obligations and procedures as are necessary to accurately reflect the transition of relevant services, capabilities and data access of the respective Parties following the System Transition Date.

Credit Systems. (a) The NMG Companies Pier 1 and Bank shall work together (including through a subcommittee of the Management Committee formed for this purpose) to develop a mutually agreeable plan relating to the Credit Systemscredit systems, which may shall include a conversion plan designed to convert such data to the Bank Systems. Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, time when both NMG Pier 1 and Bank are satisfied with the terms of such conversion plan and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG Systems to Pier 1, without an unacceptable level of Program disruption, such conversion shall be implemented (the date of any such conversion the “Systems Transition Date”). Bank shall bear all out-of-pocket costs and expenses incurred by it or paid to third parties associated with the Systems conversion (whether incurred by Bank or any of its Affiliates or NMG or any of its Affiliates)conversion. (b) The Parties acknowledge and agree that no Systems conversion shall occur pursuant to Section 7.4(a) in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that all identified features and functionality available on the NMG Systems Pier 1’s credit processing/servicing systems prior to the Systems Transition Date (including data gathering, interface capabilities with the NMG Companies’ Pier 1’s other Systems, Loyalty Program support and core systems/customer service functionality) are available on the Bank Systems as of the Systems Transition Date to the extent the NMG Systems are to be converted to the Bank Systems; (ii) Bank shall ensure that all features and functionality set forth in Schedule 7.4(b) are available a substantially similar manner on the Bank Systems as of the Systems Transition Date; (iiiii) all existing credit data feeds used by NMG Pier 1 or any of its Affiliates in connection with the Credit Card Business or otherwise prior to the Effective Closing Date shall have been replicated be available on the Bank Systems prior to the Systems Transition Date; and all data feeds necessary to provide NMG Pier 1 with the information necessary to prepare the Monthly Settlement Sheets and Yearly Year-End Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Date; (iviii) Bank shall provide and the Bank Systems shall support the Internet Services described in Section 4.8; (viv) if requested, Bank shall keep support existing Account numbers until new numbers are issued and trailing activity has ceased. Bank shall provide a translation table that will show the same structure of correlation between existing and new Cardholder Account numbers; (viv) without limiting the foregoing, the Bank Systems shall interface with the NMG Pier 1 Systems that are not converted to Bank Systems in a manner reasonably acceptable to NMGPier 1; (viivi) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems as set forth in Section 7.3(d7.3(c) and the Bank shall be prepared to and have the ability to implement such plan if necessary; (viiivii) Bank the Parties shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems will be compatible with those NMG Pier 1 Systems that will interface with the Bank Systems, including the POS Systems of NMG Pier 1 and its Affiliates; and (ixviii) Bank shall provide training procedures and process documentation to all employees of NMGPier 1, its Subsidiaries and its Licensees who use the Bank Systems. (c) Prior to the Systems Transition Date, the Parties shall agree on a statement of work covering the development and testing of, and conversion to, the Bank Systems. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s or its Affiliates’ Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Committee. Neither Party will make any material change to its Systems with respect to the Program without the prior approval of the Management Committee.

Credit Systems. (a) The NMG Bank and the Macy’s Companies and Bank shall work together (including through a subcommittee of the Management Operating Committee formed for this purpose) to develop implement a mutually agreeable plan relating to Systems conversion plan, having the Credit Systemselements set forth in Schedule 7.4(a)(ii) and such other elements as the Parties shall agree, which may include a conversion plan shall be designed to convert such the master files of Accounts and all other Cardholder and other Program credit data to the Bank SystemsCredit Platform (all such conversion activities, the “Systems Conversion”). Subject to the satisfaction of each of the requirements set forth in Section 7.4(b), at such time, if any, when both NMG the Systems Conversion shall be completed and Bank are satisfied with and the terms Macy’s Companies shall begin using the Bank Credit Platform to support the operation of the Program no later than [redacted] (such date of such conversion plan completion and have concluded that such conversion will further the Program Objectives and provide cost efficiencies and features and functionality superior to those available on the NMG Systems without an unacceptable level of Program disruptionfirst use, such conversion shall be implemented (the date of any such conversion the “Systems Transition Conversion Date”). Bank shall bear all out-of-pocket its costs and expenses, as well as the other costs and expenses set forth in Schedule 7.4(a)(ii), associated with the Systems conversion Conversion, including the development of the Desktop Platform, and such expenses shall not constitute Program Expenses. Until the Systems Conversion Date, notwithstanding any other provision contained in this Agreement, Macy’s shall (whether incurred i) make the modifications and changes to Macy’s Systems specified in Schedule 7.4(a)(iii) and (ii) in a manner consistent with the historical practice of Macy’s (taking into account the magnitude and type of each of the following matters): (A) ensure that the features and functionality available on the Macy’s Systems as of the Effective Date are maintained in a manner consistent with historical levels, and (B) ensure that the Macy’s Systems are sufficient to support the operation of the Program as contemplated by the terms of this Agreement. In the event that a change in Applicable Law first announced after the Effective Date and prior to the Systems Conversion Date requires a modification or change to the Macy’s Systems to be made prior to the Systems Conversion Date, and Bank and Macy’s cannot otherwise agree on a mutually acceptable workaround, Macy’s shall make such modification or any of its Affiliates or NMG or any of its Affiliates)change to the Macy’s Systems to the extent necessary to cause the Macy’s Systems to operate in accordance with Applicable Law. (b) The Parties acknowledge and agree that no the Systems conversion Conversion Date shall occur pursuant not occur, and Bank and the Macy’s Companies shall not begin using the Bank Credit Platform to Section 7.4(a) support the operation of the Program in absence of satisfaction of each of the following requirements: (i) Bank shall ensure that (A) all identified features and functionality available on the NMG Macy’s Systems prior to the Systems Transition Conversion Date (including data gathering, interface capabilities with the NMG Macy’s Companies’ other Systems, Loyalty Program support and core systems/customer service functionality) are available on the Bank Systems Credit Platform as of the Systems Transition Conversion Date to the extent the NMG Macy’s Systems are to be converted to the Bank Systems;Credit Platform and (B) all interfaces between the Bank Systems and the Macy’s Systems shall have been established to the extent necessary to continue the same level of information sharing between the Macy’s Companies and Bank following the Systems Conversion Date as was in effect prior to the Systems Conversion Date, as more fully set forth in Schedule 7.4(b)(i); provided that the functionality of the Bank Credit Platform on the Systems Conversion Date, or such other date as the Parties may agree, shall reflect such changes to processes, procedures and functionality as compared with processes, procedures and functionality in effect prior to the Systems Conversion Date, as are set forth in the Systems Discovery Deck and Schedule 7.4(b)(i); 61 (ii) Bank shall ensure that all features and functionality set forth in Schedule 7.4(b) are available on the Bank Systems as development of the Desktop Platform shall have been completed, such Desktop Platform shall have the specifications required by the Business Requirements Documents and Schedule 1.1(d) to be operational by the Systems Transition Conversion Date, and all personnel providing services to all functional areas of the Macy’s Companies that previously had access in connection with the Program to the elements of the Macy’s Systems that were converted to the Desktop Platform shall have the right and license to access and use such Desktop Platform to the same extent such personnel were permitted to access such Macy’s Systems prior to the Systems Conversion Date; (iii) all existing credit data feeds used by NMG Macy’s or any of its Affiliates in connection with the Credit Card Business Business, CIM or otherwise prior to the Effective Date shall have been replicated on the Bank Systems Credit Platform in accordance with Schedule 7.4(b)(i), and all interfaces necessary to permit credit data to be transmitted to and from the Desktop Platform as required in accordance with the specifications set forth in Schedule 1.1(d) shall have been created, in each case prior to the Systems Transition Date; and all data feeds necessary to provide NMG with the information necessary to prepare the Monthly Settlement Sheets and Yearly Settlement Sheets pursuant to Section 7.1 shall have been created prior to the Systems Transition Conversion Date; (iv) Bank shall provide and the Bank Systems Credit Platform shall support the Internet Services described in Section 4.8and mobile services set forth on Schedule 7.4(b)(iv) to the same extent such services were supported by the Macy’s Systems being converted to the Bank Credit Platform prior to the Systems Conversion Date; (v) Bank shall keep the same structure of Account numbers; (vi) without limiting the foregoing, the Bank Systems Credit Platform shall interface with the NMG Macy’s Systems that are not converted to the Bank Systems Credit Platform in a manner reasonably acceptable to NMGMacy’s; (viivi) Bank shall have a disaster recovery and business continuity plan applicable to the Bank Systems Credit Platform as set forth in Section 7.3(d7.3(e) and the Bank shall be prepared to and have the ability to implement such plan if necessary;; and (viiivii) Bank shall have identified and implemented all hardware and other Systems changes necessary to ensure that the Bank Systems Credit Platform will be compatible with those NMG Macy’s Systems that will interface with the Bank Systems, including the POS Systems of NMG and its Affiliates; and (ix) Bank shall provide training to all employees of NMG, its Subsidiaries and its Licensees who use the Bank SystemsCredit Platform. (c) Prior The Macy’s Companies and Bank shall formulate a mutually agreeable testing protocol designed to assure that the Bank Credit Platform has the features and functionality described in clause (b)(i)-(vi) and that the Macy’s Systems that will be used in connection with the Program following the Systems Transition Date, the Parties shall agree on a statement of work covering the development and testing of, and conversion to, Conversion Date will interface with the Bank SystemsCredit Platform and will not experience any loss of functionality, which testing protocol shall generally contemplate (i) each Party testing its own System in accordance with a testing plan and script meeting all reasonable requirements of the other Party, (ii) both Parties jointly testing Program interfaces and (iii) all testing results, regardless of the Party performing such testing, being shared with the other Party. Regardless of whether such testing protocol shall be finalized by the Parties, neither Party shall be obligated to implement the Systems Conversion unless such Party, acting reasonably, shall be satisfied in all respects with the results of all of the foregoing testing. (d) Neither Party shall make any change to any of its Systems that would render them incompatible in any way with the other Party’s or its Affiliates’ Systems or require the other Party or its Affiliates (or the Retail Merchants) to make any change to any of their Systems (including any POS terminals) or reduce or restrict interfacing or System feeds, in any such case without the prior approval of the Management Operating Committee. Neither Party will make any material change to its Systems with respect to the Program without prior notification to the Operating Committee if such change would reasonably be expected to materially impact the Program or the operation of any of the other Party’s Systems, except to the extent such change is necessary in connection with the exercise by Macy’s or Bank of a Macy’s Matter or a Bank Matter, as applicable; provided, further, that, without the prior approval of the Management Operating Committee, neither Party shall make any change to its Systems with respect to the Program during November and December. Bank shall cooperate to ensure that System changes are scheduled with due regard to the retail sales calendar of Macy’s and in a manner designed to minimize disruption to peak sales periods. Without limiting the foregoing, Bank shall not make any changes to the Bank Credit Platform that will impact the obligations or activities of, impose any costs or expenses upon, or limit the information delivered by such Systems to, the Macy’s Companies in connection with the Program, unless such impacts, costs, expenses or limits were separately approved by Macy’s in accordance with the terms hereof. Following the Systems Conversion Date, Bank shall provide, as part of the Bank Credit Platform, to the Macy’s Companies (i) access to a testing environment at the facilities of Macy’s and its Subsidiaries and (ii) coordinated user acceptance testing capabilities, in each case that will enable the Macy’s Companies to continue to perform ordinary course testing of System functionality, System modifications (including software updates) and System interfaces between the Systems of Bank and the Macy’s Companies in order to verify continued Systems functionality. The Bank’s test environment shall include the functionality and specifications set forth on Schedule 7.4(d). (e) Prior to the Systems Conversion Date, the Operating Committee shall agree on such modifications to the terms of this Agreement relating to the allocation of reporting obligations, settlement and chargeback procedures and other Systems-dependent obligations and procedures as are necessary to accurately reflect the transition of relevant services, capabilities and data access of the respective Parties following the Systems Conversion Date (it being understood that such amended obligations and procedures shall provide for the continued performance by the Macy’s Companies of the same roles and responsibilities, and shall provide for the same Program treatment, with respect to user acceptance activities, as are performed by the Macy’s Companies prior to the Systems Conversion Date using the Macy’s Systems). (f) Bank hereby (i) consents (to the extent Bank’s consent is required) to the granting by First Data to the Macy’s Companies of a sublicensable license, to access and use any and all Systems and any Intellectual Property therein of First Data comprising the Bank Credit Platform (and all data related to Macy’s credit card program stored therein or transmitted or processed thereby), and (ii) grants to the Macy’s Companies a limited, non-exclusive, non-sublicensable (other than to Affiliates and Service Providers of the Macy’s Companies and, subject to the restrictions set forth in this Section 7.4(f), the Nominated Purchaser that acquires the Program Assets in accordance with this Agreement), non-transferrable license, which license shall not be exercised by the Macy’s Companies until the expiration or termination of this Agreement, to access, use and modify the Desktop Platform (including (A) all data related to Macy’s credit card program stored therein or transmitted or processed thereby and (B) Bank’s source code in the Desktop Platform, and Bank shall deliver such source code to Macy’s promptly upon Macy’s request after the date this license becomes effective) in the form in which it exists as of the expiration or termination of this Agreement, in each case of clauses (i) and (ii), as necessary to permit Macy’s and its Affiliates, after any expiration or termination of this Agreement, to continue to perform any of the servicing and administration responsibilities regarding the Program Assets performed by Macy’s and its Affiliates pursuant to this Agreement after the Systems Conversion Date; provided, however, that if any of the Macy’s Companies, their Affiliates or the Nominated Purchaser (or any successor issuer of the Macy’s Credit Cards or any Affiliate of Macy’s in the event that Macy’s elects to exercise the purchase option with respect to the Program Assets on its own behalf) does not continue to engage First Data to provide the credit platform for the Program Assets following the Program Purchase Date, the license granted herein shall be automatically modified (i.e., without any further action by the Parties) to be a limited, non-exclusive, non-sublicensable (other than to Affiliates and Service Providers of the Macy’s Companies and, subject to the restrictions set forth in this Section 7.4(f), the Nominated Purchaser that acquires the Program Assets in accordance with this Agreement), non-transferrable license, which shall expire on the [redacted] anniversary of the cessation of use of First Data to provide the credit platform for the Macy’s Credit Cards, solely for the limited purposes of providing the Systems access and use rights necessary to allow Macy’s, the Macy’s Companies, their Affiliates, the Nominated Purchaser and/or any successor issuer of Macy’s Credit Cards to obtain their data and transition to a new credit platform. Notwithstanding anything to the contrary contained herein, the Nominated Purchaser that acquires the Program Assets in accordance with this Agreement shall (1) under no circumstances have any rights to access any source code owned by Bank absent Bank’s prior written consent, (2) have no greater access to the Bank Credit Platform than Bank has as of the Effective Date to the Macy’s Systems to be replaced by the Bank Credit Platform, and (3) agree in writing to maintain the confidentiality of all of Bank’s and any of its Affiliate’s Confidential Information upon terms no less stringent than the confidentiality obligations contained herein prior to obtaining any such access to the Bank Credit Platform. Bank shall not impose any royalty or other cost or expense on the Macy’s Companies for the provision by Bank of the foregoing license, and represents and warrants that no other Person has any right or entitlement to the Desktop Platform which would in any way permit such Person to limit Macy’s rights in respect thereof or impose any cost or expense in connection with such license. Macy’s shall, and shall cause its Affiliates, Service Providers and the Nominated Purchaser to (as a condition to granting or receiving any use rights to the Bank Credit Platform), implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures. Notwithstanding the foregoing, Governmental Authorities shall be permitted to access the applicable Systems that are subject to the license referred to in this Section 7.4(f). No Person shall have any rights (including third party beneficiary rights) with respect to First Data’s proprietary source code by virtue of this Agreement. (g) Notwithstanding anything to the contrary set forth herein (but subject to the last sentence of this Section 7.4(g)), access by Macy’s, any Macy’s Company, or any Affiliate or Service Provider of Macy’s or any Macy’s Company, to any Bank Systems during the Term shall not include the ability to effectuate alterations or changes (other than indirectly by directing Bank pursuant to Macy’s rights under this Agreement) to any hardware or software comprising the Bank Systems. For the avoidance of doubt, nothing in this Section 7.4(g) is intended to derogate from the Macy’s Companies license set forth above in Section 7.4(f) after the expiration or termination of this Agreement.