Common use of Marketing Commitment Clause in Contracts

Marketing Commitment. (a) On the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG an amount equal to the NMG Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund maintained by NMG (the “NMG Marketing Fund”). (b) The NMG Marketing Fund shall be used by NMG and its Affiliates in the sole discretion of NMG for such incremental marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time. (c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG and its Affiliates in the prior Fiscal Month which were paid out of the NMG Marketing Fund. To the extent that the expenditures of the NMG Marketing Commitment by NMG and its Affiliates in any Fiscal Year exceed the amount in the NMG Marketing Fund, the NMG Companies shall be entitled to reimbursement from the NMG Marketing Fund for the following Fiscal Year but not in excess of 10% of such Fiscal Year’s NMG Marketing Fund. Any amount in the NMG Marketing Fund for a given Fiscal Year that is not spent in that Fiscal Year shall remain available for use during the Term. (d) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the “Joint Marketing Fund”), no later than the first (1st) Business Day of each Fiscal Year, with an amount equal to the Joint Marketing Commitment. The Joint Marketing Commitment shall be used as set forth in the Marketing Plan and as otherwise directed by the Management Committee from time to time. The NMG Companies and Bank shall each provide to the other for inclusion in the Monthly Settlement Sheet, an accounting of such Party’s and its Affiliates’ use of the Joint Marketing Commitment in the prior Fiscal Month, and Bank shall reimburse the NMG Companies for such amounts used by NMG and its Affiliates, and shall reduce the amount remaining in the Joint Marketing Fund by the amounts used by Bank and its Affiliates. Any amount in the Joint Marketing Fund for a given Fiscal Year that is not spent in that Fiscal Year shall remain available for use at the direction of the Management Committee during the Term.

Marketing Commitment. (a) On The FDS Marketing Commitment shall be used by FDS and its Affiliates in accordance with the Marketing Plan for any of the following marketing purposes: (i) new Credit Card Applications; (ii) POS brochures; (iii) new Account membership kits; (iv) the allocated costs incurred by the FDS Servicer for its use of FedCustomer; (v) FDS division incentive programs (other than special promotion incentive funds (“SPIFs”) paid to sales associates, which shall be paid from amounts reimbursed pursuant to Schedule 9.3(a)); (vi) solicitations to Private Label Credit Card Cardholders offering Co-Branded Credit Cards; (vii) Inserts, to the extent designed to stimulate usage of FDS Credit Cards; (viii) loyalty program testing; and (ix) other marketing activities of the type performed by FACS prior to the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG an amount equal to the NMG Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund maintained by NMG (the “NMG Marketing Fund”)Date. (b) The NMG Marketing Fund shall be used by NMG and its Affiliates in the sole discretion of NMG for such incremental marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time. (c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG FDS and its Affiliates in the prior Fiscal Month which were may be paid out of the NMG FDS Marketing FundCommitment and Bank shall (i) reimburse the FDS Companies from the FDS Marketing Commitment for such amounts as provided in Section 9.3 (or, in the event Bank or any other third party conducts any of the above-referenced activities or provides any of the above-referenced services at the request of FDS Bank, upon request of FDS Bank shall retain or pay to the applicable third party the amounts payable in respect of such activities or products) and (ii) reduce the amount remaining in the FDS Marketing Commitment by the amount so reimbursed, retained or paid. To the extent that the expenditures of the NMG FDS Marketing Commitment by NMG FDS and its Affiliates in any Fiscal Year exceed the amount in the NMG FDS Marketing FundCommitment, the NMG FDS Companies shall be entitled to reimbursement from the NMG FDS Marketing Fund Commitment for the following Fiscal Year but not in excess of 10% of such expenditures to the extent they do not exceed (in the aggregate) ten percent (10%) of the Marketing Commitment for the following Fiscal Year’s NMG Marketing FundYear (without Operating Committee approval). Any amount in the NMG FDS Marketing Fund Commitment for a given Fiscal Year that is not spent in that Fiscal Year Year, at the direction of the Operating Committee, either (i) shall remain available for use during the Term; or (ii) if the Operating Committee determines that such amount shall not be used for the Program, shall be included as income in the calculation of Pre-Tax Profit in the next Year-End Settlement Sheet prepared following such determination. (dc) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the “Joint Marketing Fund”), no later than the first (1st) Business Day of each Fiscal Year, with an amount equal to the Joint Marketing Commitment. The Joint Additional Marketing Commitment shall be used as set forth in the Marketing Plan and as otherwise directed by the Management Operating Committee from time to time. The NMG FDS Companies and Bank shall each provide to the other for inclusion in the Monthly Settlement Sheet, an accounting of such Party’s and its Affiliates’ use of the Joint Additional Marketing Commitment in the prior Fiscal Month, and Bank shall reimburse the NMG FDS Companies for such amounts used by NMG FDS and its Affiliates, and shall reduce the amount remaining in the Joint Additional Marketing Fund Commitment by the amounts used by Bank and its Affiliates. Any amount in the Joint Additional Marketing Fund Commitment for a given Fiscal Year that is not spent in that Fiscal Year Year, at the direction of the Operating Committee, either (i) shall remain available for use during the Term or (ii) if the Operating Committee determines that such amount shall not be used for the Program, shall be included as income in the calculation of Pre-Tax Profit in the next Year-End Settlement Sheet prepared following such determination. (d) Except as otherwise provided in Section 5.2(b), any proposed expenditure in excess of the remaining FDS Marketing Commitment for any Fiscal Year or in excess of the Additional Marketing Commitment for any Fiscal Year shall require the prior approval of the Operating Committee (which at the direction time of granting any such approval shall approve the Management treatment of such excess expenditures). (e) For the avoidance of doubt, neither the FDS Marketing Commitment nor (except as otherwise expressly provided in Section 5.4) the Additional Marketing Commitment shall be used to fund the activities described in Section 5.4 or any other marketing initiatives approved by the Operating Committee during the Termpursuant to a Marketing Plan that allocates such costs to Bank.

Marketing Commitment. (a) On the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG an amount equal to the NMG Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund maintained by NMG (the “NMG Marketing Fund”). (b) The NMG Marketing Fund shall be used by NMG and its Affiliates in the sole discretion of NMG for such incremental marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time. (c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG and its Affiliates in the prior Fiscal Month which were paid out of the NMG Marketing Fund. To the extent that the expenditures of the NMG Marketing Commitment by NMG and its Affiliates in any Fiscal Year exceed the amount in the NMG Marketing Fund, the NMG Companies shall be entitled to reimbursement from the NMG Marketing Fund for the following Fiscal Year but not in excess of 10% of such Fiscal Year’s NMG Marketing Fund. Any amount in the NMG Marketing Fund for a given Fiscal Year that is not spent in that Fiscal Year shall remain available for use during the Term. (d) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the “Joint Marketing Fund”)) with an amount equal to the Joint Marketing Commitment no later than (i) with respect to the Interim Period, the fifth (5th) Business Day following the Closing Date, and (ii) with respect to each Fiscal Year of the Term following the Interim Period, no later than the first (1st) Business Day of each such Fiscal Year, with an amount equal to the . The Joint Marketing CommitmentCommitment in any Short Fiscal Year shall be prorated and credited based upon the number of Fiscal Months in such Short Fiscal Year. The Joint Marketing Commitment shall be used as set forth in the Marketing Plan and as otherwise directed by the Management Committee from time to time. The NMG Companies Pier 1 and Bank shall each provide to the other for inclusion in the Monthly Settlement Sheet, an accounting of such Party’s and its Affiliates’ use of the Joint Marketing Commitment in the prior Fiscal Month, and Bank shall reimburse the NMG Companies Pier 1 for such amounts used by NMG Pier 1 and its Affiliates, and shall reduce the amount remaining in the Joint Marketing Fund by the amounts used by Bank and its Affiliates. Any amount in the Joint Marketing Fund for the Interim Period or a given Fiscal Year that is not spent in that the Interim Period or the given Fiscal Year shall remain available for use at the direction of the Management Committee during the following year of the Initial or any Renewal Term, it being understood that funds in the Joint Marketing Fund carried forward from a prior Fiscal Year shall be deemed to be used first before funds attributable to the current Fiscal Year. (b) Pier 1 agrees, at its expense, to offer Cardholders a value proposition that in the aggregate: (i) is at least as valuable as the value proposition offered by it to Pier 1 credit cardholders prior to the Closing Date and (ii) shall at all times be materially better than the value proposition offered under the Loyalty Program and any other rewards offered to Pier 1 consumer customers who are not Cardholders. (c) During the Term, Pier 1 shall, at its expense, market the Program in a manner and with a volume of activity consistent with its past practice.

Marketing Commitment. (a) On the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG an amount equal to the NMG The Macy’s Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund maintained by NMG (the “NMG Marketing Fund”). (b) The NMG Marketing Fund shall be used by NMG Macy’s and its Affiliates in accordance with the sole discretion of NMG Marketing Plan for such incremental marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time. (c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG and its Affiliates in the prior Fiscal Month which were paid out of the NMG Macy’s Marketing Fund. To the extent that the expenditures of the NMG Marketing Commitment by NMG and its Affiliates in any Fiscal Year exceed the amount in the NMG Marketing Fund, the NMG Companies shall be entitled to reimbursement from the NMG Marketing Fund for the following Fiscal Year but not in excess of 10% of such Fiscal Year’s NMG Marketing Fund. Any amount in the NMG Marketing Fund for a given Fiscal Year that is not spent in that Fiscal Year shall remain available for use during the Term. (d) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the “Joint Marketing Fund”), no later than the first (1st) Business Day of each Fiscal Year, with an amount equal to the Joint Marketing CommitmentCosts. The Joint Marketing Commitment shall be used for Joint Marketing Costs as set forth in the Marketing Plan and as otherwise directed by the Management Operating Committee from time to time. The NMG Companies and Bank To the extent that the Macy’s Marketing Costs in any Fiscal Year exceed the Macy’s Marketing Commitment, the Macy’s Marketing Commitment from the following Fiscal Year shall each provide be applied against such excess to the other for inclusion in the Monthly Settlement Sheet, an accounting of extent such Party’s and its Affiliates’ use excess does not exceed [redacted] of the Joint Macy’s Marketing Commitment in for the prior following Fiscal Month, and Bank shall reimburse the NMG Companies for such amounts used by NMG and its Affiliates, and shall reduce the amount remaining in the Joint Marketing Fund by the amounts used by Bank and its AffiliatesYear (without Operating Committee approval). Any amount in the Macy’s Marketing Commitment or the Joint Marketing Fund Commitment for a given Fiscal Year that is not spent in that Fiscal Year Year, at the direction of the Operating Committee, either (i) shall remain available for use during the Term or (ii) if the Operating Committee determines that such amount shall not be used for the Program, shall be included as income in the calculation of Pre-Tax Profit in the next Year-End Settlement Sheet prepared following such determination. (b) Without limiting the ability of the Macy’s Companies (but without creating any obligation on the part of the Macy’s Companies) to expend additional amounts for marketing of the Program, subject to the third sentence of Section 5.2(a), any proposed expenditure for any Fiscal Year in excess of the Macy’s Marketing Commitment or in excess of the Joint Marketing Commitment, and any expenditure proposed to be expended by Bank shall require the prior approval of the Operating Committee (which at the direction time of granting any such approval shall approve the Management treatment of such excess expenditures). (c) For the avoidance of doubt, except as otherwise expressly provided in Section 5.4, the Macy’s Marketing Commitment and the Joint Marketing Commitment shall not be used to fund the activities described in Section 5.4 or any other marketing initiatives approved by the Operating Committee during the Termpursuant to a Marketing Plan that allocates such costs to Bank.

Marketing Commitment. (a) On The FDS Marketing Commitment shall be used by FDS and its Affiliates in accordance with the Marketing Plan for any of the following marketing purposes: (i) new Credit Card Applications; (ii) POS brochures; (iii) new Account membership kits; (iv) the allocated costs incurred by the FDS Servicer for its use of FedCustomer; (v) FDS division incentive programs (other than special promotion incentive funds ("SPIFs") paid to sales associates, which shall be paid from amounts reimbursed pursuant to Schedule 9.3(a)); (vi) solicitations to Private Label Credit Card Cardholders offering Co-Branded Credit Cards; (vii) Inserts, to the extent designed to stimulate usage of FDS Credit Cards; (viii) loyalty program testing; and (ix) other marketing activities of the type performed by FACS prior to the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG an amount equal to the NMG Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund maintained by NMG (the “NMG Marketing Fund”)Date. (b) The NMG Marketing Fund shall be used by NMG and its Affiliates in the sole discretion of NMG for such incremental marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time. (c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG FDS and its Affiliates in the prior Fiscal Month which were may be paid out of the NMG FDS Marketing FundCommitment and Bank shall (i) reimburse the FDS Companies from the FDS Marketing Commitment for such amounts as provided in Section 9.3 (or, in the event Bank or any other third party conducts any of the above-referenced activities or provides any of the above-referenced services at the request of FDS Bank, upon request of FDS Bank shall retain or pay to the applicable third party the amounts payable in respect of such activities or products) and (ii) reduce the amount remaining in the FDS Marketing Commitment by the amount so reimbursed, retained or paid. To the extent that the expenditures of the NMG FDS Marketing Commitment by NMG FDS and its Affiliates in any Fiscal Year exceed the amount in the NMG FDS Marketing FundCommitment, the NMG FDS Companies shall be entitled to reimbursement from the NMG FDS Marketing Fund Commitment for the following Fiscal Year but not in excess of 10% of such expenditures to the extent they do not exceed (in the aggregate) ten percent (10%) of the Marketing Commitment for the following Fiscal Year’s NMG Marketing FundYear (without Operating Committee approval). Any amount in the NMG FDS Marketing Fund Commitment for a given Fiscal Year that is not spent in that Fiscal Year Year, at the direction of the Operating Committee, either (i) shall remain available for use during the Term; or (ii) if the Operating Committee determines that such amount shall not be used for the Program, shall be included as income in the calculation of Pre-Tax Profit in the next Year-End Settlement Sheet prepared following such determination. (dc) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the “Joint Marketing Fund”), no later than the first (1st) Business Day of each Fiscal Year, with an amount equal to the Joint Marketing Commitment. The Joint Additional Marketing Commitment shall be used as set forth in the Marketing Plan and as otherwise directed by the Management Operating Committee from time to time. The NMG FDS Companies and Bank shall each provide to the other for inclusion in the Monthly Settlement Sheet, an accounting of such Party’s 's and its Affiliates’ ' use of the Joint Additional Marketing Commitment in the prior Fiscal Month, and Bank shall reimburse the NMG FDS Companies for such amounts used by NMG FDS and its Affiliates, and shall reduce the amount remaining in the Joint Additional Marketing Fund Commitment by the amounts used by Bank and its Affiliates. Any amount in the Joint Additional Marketing Fund Commitment for a given Fiscal Year that is not spent in that Fiscal Year Year, at the direction of the Operating Committee, either (i) shall remain available for use during the Term or (ii) if the Operating Committee determines that such amount shall not be used for the Program, shall be included as income in the calculation of Pre-Tax Profit in the next Year-End Settlement Sheet prepared following such determination. (d) Except as otherwise provided in Section 5.2(b), any proposed expenditure in excess of the remaining FDS Marketing Commitment for any Fiscal Year or in excess of the Additional Marketing Commitment for any Fiscal Year shall require the prior approval of the Operating Committee (which at the direction time of granting any such approval shall approve the Management treatment of such excess expenditures). (e) For the avoidance of doubt, neither the FDS Marketing Commitment nor (except as otherwise expressly provided in Section 5.4) the Additional Marketing Commitment shall be used to fund the activities described in Section 5.4 or any other marketing initiatives approved by the Operating Committee during the Termpursuant to a Marketing Plan that allocates such costs to Bank.