Interchange Regulation Clause Samples

Interchange Regulation. If at any time during the Term there occurs a decline of [***] or more in the interchange rate received by Bank from the Association with respect to Non-Retailer Purchases, as benchmarked against a weighted average interchange rate of [***], then Bank and Retailer shall engage in a good-faith renegotiation of the terms of this Agreement that Bank reasonably believes are necessary to mitigate such material adverse effect; provided, that if the parties have not agreed to such modified terms within thirty (30) days after the initiation of such renegotiation, Bank reserves the right to (a) stop originating any new Co-Brand Accounts, and (b) at Bank’s option, either maintain the then-existing Co-Brand Accounts or convert such Co- Brand Accounts to Private Label Accounts (it being understood that if Bank elects to stop originating Co-Brand Accounts hereunder and to convert such Co-Brand Accounts to Private Label Accounts, the provisions of this Agreement relating solely to the Co-Brand Program shall cease to apply). If Bank elects to exercise its rights under either of clauses (a) or (b) of this Schedule 7.18, Bank shall notify Retailer in advance of such election.

Interchange Regulation. (a) If, at any time after the Effective Date, the weighted average interchange rate received by Bank in respect of Co-brand Non-Retailer Purchases (other than Co-brand Non-Retailer Purchases made at “Retailers”, as such term is defined in the other Credit Card Program Agreements, and at the entities described in Section 13.02 hereof) for any calendar quarter [***], then Bank and Retailers shall engage in good faith discussions for at least [***] as to the [***]. If a new Network is introduced during the Operation Period, then Bank will establish a new Benchmark Rate. The new Benchmark Rate will be provided by the new Network as of the conversion date to the new Network, which rate shall be the average interchange rate for the past 12 months for the product card type used for the Program (e.g., classic, preferred, signature, elite, etc.). One year after the conversion to a new Network, Bank will determine a new Benchmark Rate by determining the weighted average interchange rate for the Co-brand Non-Retailer purchases (other than the Co-brand Non-Retailer Purchases made at “Retailers” as such term is defined in the other Credit Card Program Agreements and at the entities described in Section 13.02). (b) During the period following the applicable Termination Notice Date until the Program is terminated pursuant to Section 11.02(k) (the “Termination Period”), [***]. As used