Common use of MasterCard Support Clause in Contracts

MasterCard Support. In consideration for MBNA’s timely performance of its obligations under this Agreement, MasterCard shall provide MBNA with the Support outlined below during the Term, subject to the conditions and limitations contained herein. 2.1 MasterCard **** Incentive. Subject to Section 3, as of the Effective Date, MasterCard will pay to MBNA a **** for each calendar quarter of the Term with an annual adjustment at the end of each Year during the Term (the “****”). A. Quarterly Calculation 1. Unless otherwise adjusted as provided herein, the **** for each Year of the Term will be distributed by calendar quarter, as follows (“Quarterly ****”): 1st quarter $**** 2nd quarter $**** 3rd quarter $**** 4th quarter $**** 2. MBNA shall pay MasterCard Standard Pricing as applicable under the Rules and with the same frequency as required in the MCBS Manual. At the conclusion of each calendar quarter of the Term for each of the first three calendar quarters of every Year after the Effective Date, and within thirty (30) days after MBNA has provided the Required Reports for such quarter, MasterCard shall make the appropriate calculation and **** of MBNA’s actual payments of the **** for such period pursuant to this Section 2. Unless otherwise adjusted as provided herein, the appropriate **** and the corresponding applicable **** and **** for such quarter shall be determined in Table 2. For the first three calendar quarters of calendar year 2005, the **** and **** to be employed will be **** and ****, respectively. The **** and the corresponding applicable **** and **** to be used in the first three calendar quarters of ensuing Years will in each case be based on the **** achieved during the preceding Year: **** **** **** **** **** **** **** **** **** **** **** **** 3. The **** is calculated as: ****

MasterCard Support. In consideration for MBNA’s timely performance of its obligations under this Agreement, MasterCard shall provide MBNA with the Support outlined below during the Term, subject to the conditions and limitations contained herein. 2.1 MasterCard **** Incentive. Subject to Section 3, as of the Effective Date, MasterCard will pay to MBNA a **** for each calendar quarter of the Term with an annual adjustment at the end of each Year during the Term (the “****”).. Execution Copy A. Quarterly Calculation 1. Unless otherwise adjusted as provided herein, the **** for each Year of the Term will be distributed by calendar quarter, as follows (“Quarterly ****”): Table 1. Measurement Period Quarterly **** Volume ($****) 1st quarter $**** 2nd quarter $**** 3rd quarter $**** 4th quarter $**** 2. MBNA shall pay MasterCard Standard Pricing as applicable under the Rules and with the same frequency as required in the MCBS Manual. At the conclusion of each calendar quarter of the Term for each of the first three calendar quarters of every Year after the Effective Date, and within thirty (30) days after MBNA has provided the Required Reports for such quarter, MasterCard shall make the appropriate calculation and **** of MBNA’s actual payments of the **** for such period pursuant to this Section 2. Unless otherwise adjusted as provided herein, the appropriate **** and the corresponding applicable **** and **** for such quarter shall be determined in Table 2. For the first three calendar quarters of calendar year 2005, the **** and **** to be employed will be **** and ****, respectively. The **** and the corresponding applicable **** and **** to be used in the first three calendar quarters of ensuing Years will in each case be based on the **** achieved during the preceding Year: Table 2 ($) **** **** **** **** **** **** **** **** **** **** **** **** **** **** 3. The **** is calculated as: **** Execution Copy B. Annual Calculation At the end of the 4th calendar quarter of each Year during the Term, and within thirty (30) days after MBNA has provided all Required Reports for such Year, MasterCard shall make the appropriate calculation and **** as follows: 1. The **** will be used with Table 2 to determine the corresponding ****, as well as **** and the ****, for that Year. 2. The “****” is calculated as follows: **** 3. In the event that in any given Year of the Term the **** generated by MBNA equals or exceeds the **** but does not equal or exceed the relevant **** Target described in Section 3.1 below, then prior to performing the calculation pursuant to Section 2.1(B.) the **** and the **** with respect to such Year will be increased by a **** that is equivalent to**** the **** shortfall by which the **** generated by MBNA in such Year is below the applicable **** Target, calculated as follows: **** 4. In the event that in any quarter of any given Year of this Agreement the **** generated by MBNA does not meet or exceed the relevant Quarterly **** then the MBNA pricing will remain at MasterCard Standard Pricing as applicable under the Rules for the **** region and **** region, as applicable, and no **** will apply for that quarter. Additionally, in the event that the **** in any given Year does not meet or exceed the **** then MBNA pricing will remain at MasterCard Standard Pricing as applicable under the Rules for the **** region and **** region, as applicable, and no **** will apply in any such Year. If the **** is calculated and the result is a **** number that more than offsets the amount of the fourth quarter ****, if any, owed to MBNA, then MasterCard may only collect such unrecovered balance from future payments otherwise payable to MBNA under this Agreement, or from future MBNA MasterCard **** income. 2.2 MasterCard ****/ Other Support. MasterCard will provide MBNA with two **** budgets annually subject to this Section 2.2: A. Budget. Subject to section 2.2(D.) below, the **** Budget will have a 2005 value of up to $**** and will increase $**** per Year thereafter during each ensuing Year of the Term, that MBNA will use exclusively in connection with its MasterCard Card portfolio (e.g., ****). B. Budget. Subject to section 2.2(D.) below, the **** Budget will have a value of up to $**** each Year of the Term and will require a **** dollar commitment from MBNA (e.g., if **** is estimated at $****, $**** would be funded from the **** budget and the remaining $**** would be funded by MBNA).

MasterCard Support. In consideration for MBNABAC’s timely performance of its obligations under this Agreement, MasterCard shall provide MBNA BAC with the Support outlined below during the Term, subject to the conditions and limitations contained herein. 2.1 MasterCard **** Incentive. Subject to Section 3, as of the Effective Date, MasterCard will pay to MBNA a provide BAC with **** for each calendar quarter of the Term with an annual adjustment MasterCard-branded **** Cards issued by BAC and MasterCard-branded **** Cards issued by BAC. Adjustments as set forth herein will be made at the end of each quarter and Year during of the Term to effectuate such incentive (the “****”).. EXECUTION VERSION A. Quarterly Calculation 1. Unless otherwise adjusted as provided herein, the **** for each Year of the Term will be distributed by calendar quarter, as follows (“Quarterly ****”): Table 1 Measurement Period Quarterly **** ($****) 1st quarter $**** 2nd quarter $**** 3rd quarter $**** 4th quarter $**** Total **** $**** 2. MBNA BAC shall pay all fees at MasterCard Standard Pricing as applicable under the Rules and with the same frequency as required in the MCBS Manual. At the conclusion of each calendar quarter of the Term for each of the first three calendar quarters of every Year after the Effective Date, and within thirty (30) days after MBNA BAC has provided the Required Reports for such quarter, MasterCard shall make the appropriate calculation and **** of MBNABAC’s actual payments of the **** for such period pursuant to this Section 2. 3. Unless otherwise adjusted as provided herein, the appropriate **** and the corresponding applicable **** and **** for such quarter shall be determined in Table 2. For the first three calendar quarters of calendar year 2005, the Table 2 **** and ($****) **** to be employed will be **** and ****, respectively. The **** and the corresponding applicable **** and **** to be used in the first three calendar quarters of ensuing Years will in each case be based on the **** achieved during the preceding Year: **** **** **** **** **** **** **** **** **** **** **** **** **** **** 34. In order to determine the appropriate **** for use in the calculation below, and as part of the quarterly reconciliation process, MasterCard will determine EXECUTION VERSION and reconcile based on a **** annual tier level for which BAC will qualify by **** and **** its cumulative quarterly **** by the following ****: 1st Qtr. **** – by ****, Year-to-date to end of 2nd Qtr. – by **** Year-to-date to end of 3rd Qtr. – by **** 5. The **** for a quarter is calculated as: ***** See Annex A for examples of this calculation.

MasterCard Support. In consideration for MBNABAC’s timely performance of its obligations under this Agreement, MasterCard shall provide MBNA BAC with the Support outlined below during the Term, subject to the conditions and limitations contained herein. 2.1 MasterCard **** Incentive. Subject to Section 3, as of the Effective Date, MasterCard will pay to MBNA a **** for each calendar quarter of the Term with an annual adjustment at the end of each Year during the Term (the “****”). A. Quarterly Calculation 1. Unless otherwise adjusted as provided herein, the **** for each Year of the Term will be distributed by calendar quarter, as follows (“Quarterly ****”): 1st quarter $**** 2nd quarter $**** 3rd quarter $**** 4th quarter $**** Total **** $**** 2. MBNA BAC shall pay all fees at MasterCard Standard Pricing as applicable under the Rules and with the same frequency as required in the MCBS Manual. At the conclusion of each calendar quarter of the Term for each of the first three calendar quarters of every Year after the Effective Date, and within thirty (30) days after MBNA BAC has provided the Required Reports for such quarter, MasterCard shall make the appropriate calculation and **** of MBNABAC’s actual payments of the **** for such period pursuant to this Section 2. 3. Unless otherwise adjusted as provided herein, the appropriate **** and the corresponding applicable **** and **** for such quarter shall be determined in Table 2. For the first three calendar quarters of calendar year 2005, the **** and ($****) **** to be employed will be **** and ****, respectively. The **** and the corresponding applicable **** and **** to be used in the first three calendar quarters of ensuing Years will in each case be based on the **** achieved during the preceding Year: **** **** **** **** **** **** **** **** **** **** **** **** **** **** 34. In order to determine the appropriate **** for use in the calculation below, and as part of the quarterly reconciliation process, MasterCard will determine and reconcile based on a **** annual tier level for which BAC will qualify by **** and **** its cumulative quarterly **** by the following ****: 1st Qtr. **** – by ****, Year-to-date to end of 2nd Qtr. – by **** Year-to-date to end of 3rd Qtr. – by **** 5. The **** for a quarter is calculated as: ***** See Annex A for examples of this calculation.