Common use of Promotion of Program Clause in Contracts

Promotion of Program. (a) During the term of this Agreement, Retailers agree to actively promote the Program including, without limitation, providing proper training to their respective employees in the use and marketing of the Program to their customers. Without limiting the foregoing, prior to the expiration or termination of the Commitment Period, Retailers agree to expend at least XXXXXXXXXX Dollars ($XXXXXXX) for (i) point-of-sale promotional materials and store signage; and (ii) other marketing promotions which have been approved by Bank. Retailers shall provide Bank -with invoices and other documents establishing the amount of all such expenditures. [A portion of this section has been omitted pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. A copy of this section with the portion intact has been filed separately with the Securities and Exchange Commission] (b) Retailers shall include Program information and/or actual Credit Card Aplications and Credit Card Agreements in their general and specialized advertising brochures when deemed appropriate by the management of the Retailers. Retailers shall make Credit Card Applications and Credit Card Agreements to be used in connection with the Program prominently and conspicuously available at all Retailer Locations in such manner as is mutually agreed by Retailers and Bank PROVIDED, HOWEVER, that such Credit Card Applications and Credit Card Agreements need not be made available at any location from which Retailers make only mail order and catalog sales. No Account Documentation shall be publicly distributed or disseminated without the prior written consent of Retailers and Bank; PROVIDED, HOWEVER, that Bank reserves the right to make or require Retailers to make any change in the Account Documentation as may in Bank's reasonable judgment be required by or appropriate to comply with, any applicable law, rule or regulation. In the event any Retailer proceeds with promoting or offering any billing or credit terms, insurance or other products for use with any Credit Card without prior written approval by Bank, Retailers shall indemnify Bank for any and all Losses arising from such materials or program. Retailers may not, without Bank's prior written consent,

Promotion of Program. (a) During the term of this Agreement, Retailers Bank and JCPenney mutually agree to market actively promote the Program includingin accordance with the marketing plan (“Marketing Plan”), without limitation, providing proper training to their respective employees in the use and initial version of which is set forth as Exhibit S. Bank shall support marketing of the Program by, among other things, funding the Bank Marketing Obligation as set forth in the Marketing Plan. JCPenney shall support the programs listed in Exhibit DD in a manner consistent with the practices as they existed on the Effective Date Any material changes to their customerssuch programs or current practices shall be mutually agreed to by the parties. Without limiting the foregoing, prior to the expiration or termination of the Commitment Period, Retailers agree to expend at least XXXXXXXXXX Dollars ($XXXXXXX) for JCPenney shall (i) point-of-sale promotional materials and store signage; administer incentive programs for sales associates consistent with existing JCPenney practices and (ii) other marketing promotions which have been approved coordinate host/hostess booth personnel as mutually agreed to by Bank. Retailers shall provide Bank -with invoices and other documents establishing the amount of all such expenditures. [A portion of this section has been omitted parties in the Marketing Plan, using funding to be provided pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. A copy of this section with the portion intact has been filed separately with the Securities and Exchange Commission]Marketing Plan. (b) Retailers JCPenney shall include Program information and/or actual Credit Card Aplications display and Credit Card Agreements make available at JCPenney Locations, in their general and specialized advertising brochures when deemed appropriate a manner to be agreed by the management of the Retailers. Retailers shall make parties, Credit Card Applications and Credit Card Agreements provided by Bank at Bank’s expense, to be used in connection with the Program prominently Program. Expenses in respect of in-store signage, including point-of-sale signage and conspicuously available at all Retailer Locations in such manner as is mutually agreed by Retailers tent signage related to Accounts, and Bank PROVIDEDdecals for acceptance of Credit Cards, HOWEVER, that such Credit Card Applications and Credit Card Agreements need not be made available at any location from which Retailers make only mail order and catalog sales. No Account Documentation shall be publicly distributed applied against the Bank Marketing Obligation in accordance with Exhibit D. Any credit-related advertising or disseminated without signage used by JCPenney shall be displayed or otherwise employed in a manner consistent with the Marketing Plan. Any in-store signage and in-store promotional materials, as well as any outbound telemarketing scripts, must be approved by JCPenney prior written consent of Retailers and Bank; PROVIDED, HOWEVER, that Bank reserves the right to make or require Retailers to make any change in the Account Documentation as may in Bank's reasonable judgment be required by or appropriate to comply with, any applicable law, rule or regulationusage. In the event any Retailer proceeds with promoting or offering any billing or credit terms, insurance or other products for use with any Credit Card without prior written approval by Bank, Retailers shall indemnify Bank for any and all Losses arising from such materials or program. Retailers JCPenney may not, without Bank's ’s prior written consent,, use Bank’s name or logo type (or the name or logo type of any Affiliate of Bank) in any advertisement, press release or promotional materials. Bank’s approval of any billing or credit terms for any promotion is not intended to be and will not be construed to be an approval of any materials used in advertising or implementing such promotions, except that Bank shall be responsible for any Truth-in-Lending or similar state credit disclosure verbiage provided by Bank to JCPenney or any other Authorized Entity for use in advertising copy, if such verbiage is used without modification and in the manner specified by Bank. Bank shall provide such verbiage which verbiage shall be in a form substantially similar to Exhibit K. Any approval by JCPenney of any materials that contain billing or credit terms is not intended to be and will not be construed to be an approval of such terms. (c) The design of any Credit Cards used in the Program shall be as set forth in Exhibit J, with such modifications as are mutually agreed to by JCPenney and Bank, except that JCPenney may, in its sole discretion, alter the JCPenney logo and color used on any Credit Card used in the Program with reasonable advance notice to Bank for new Credit Cards only. (d) As long as JCPenney offers the JCPenney Rewards Program (or any successor multi-tender loyalty program), Cardholders shall receive a premium benefit (in addition to any standard rewards) for purchases made with the Private Label Card. Only purchases that qualify for base reward earnings shall qualify for the premium benefit and such premium benefit shall be reduced for returns. For the avoidance of doubt, JCPenney, in its discretion, may offer additional bonus promotions in connection with the JCPenney Rewards Program that are tender neutral.

Promotion of Program. (a) During the term of this Agreement, Retailers Bank and JCPenney mutually agree to market actively promote the Program includingin accordance with the marketing plan (“Marketing Plan”), without limitation, providing proper training to their respective employees in the use and initial version of which is set forth as Exhibit S. Bank shall support marketing of the Program by, among other things, funding the Bank Marketing Obligation as set forth in the Marketing Plan. JCPenney shall support the programs listed in Exhibit DD in a manner consistent with the practices as they existed on the Effective Date Any material changes to their customerssuch programs or current practices shall be mutually agreed to by the parties. Without limiting the foregoing, prior to the expiration or termination of the Commitment Period, Retailers agree to expend at least XXXXXXXXXX Dollars ($XXXXXXX) for JCPenney shall (i) point-of-sale promotional materials and store signage; administer incentive programs for sales associates consistent with existing JCPenney practices and (ii) other marketing promotions which have been approved coordinate host/hostess booth personnel as mutually agreed to by Bank. Retailers shall provide Bank -with invoices and other documents establishing the amount of all such expenditures. [A portion of this section has been omitted parties in the Marketing Plan, using funding to be provided pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amendedMarketing Plan. A copy of this section with the portion intact has been filed separately with the Securities and Exchange Commission] (b) Retailers JCPenney shall include Program information and/or actual Credit Card Aplications display and Credit Card Agreements make available at JCPenney Locations, in their general and specialized advertising brochures when deemed appropriate a manner to be agreed by the management of the Retailers. Retailers shall make parties, Credit Card Applications and Credit Card Agreements provided by Bank at Bank’s expense, to be used in connection with the Program prominently Program. Expenses in respect of in-store signage, including point-of-sale signage and conspicuously available at all Retailer Locations in such manner as is mutually agreed by Retailers tent signage related to Accounts, and Bank PROVIDEDdecals for acceptance of Credit Cards, HOWEVER, that such Credit Card Applications and Credit Card Agreements need not be made available at any location from which Retailers make only mail order and catalog sales. No Account Documentation shall be publicly distributed applied against the Bank Marketing Obligation in accordance with Exhibit D. Any credit-related advertising or disseminated without signage used by JCPenney shall be displayed or otherwise employed in a manner consistent with the Marketing Plan. Any in-store signage and in-store promotional materials, as well as any outbound telemarketing scripts, must be approved by JCPenney prior written consent of Retailers and Bank; PROVIDED, HOWEVER, that Bank reserves the right to make or require Retailers to make any change in the Account Documentation as may in Bank's reasonable judgment be required by or appropriate to comply with, any applicable law, rule or regulationusage. In the event any Retailer proceeds with promoting or offering any billing or credit terms, insurance or other products for use with any Credit Card without prior written approval by Bank, Retailers shall indemnify Bank for any and all Losses arising from such materials or program. Retailers JCPenney may not, without Bank's ’s prior written consent,, use Bank’s name or logo type (or the name or logo type of any Affiliate of Bank) in any advertisement, press release or promotional materials. Bank’s approval of any billing or credit terms for any promotion is not intended to be and will not be construed to be an 12 approval of any materials used in advertising or implementing such promotions, except that Bank shall be responsible for any Truth-in-Lending or similar state credit disclosure verbiage provided by Bank to JCPenney or any other Authorized Entity for use in advertising copy, if such verbiage is used without modification and in the manner specified by Bank. Bank shall provide such verbiage which verbiage shall be in a form substantially similar to Exhibit K. Any approval by JCPenney of any materials that contain billing or credit terms is not intended to be and will not be construed to be an approval of such terms.

Promotion of Program. (a) During the term of this Agreement, Retailers Bank and JCPenney mutually agree to actively promote market the Program including, without limitation, providing proper training to their respective employees in accordance with the use and marketing plan mutually approved by the parties (the “Marketing Plan”). Bank shall support marketing of the Program by, among other things, funding the Bank Marketing Fund as set forth in Section 2.6 (Marketing Fund). Unless otherwise agreed in writing by the parties, the Bank Private Label Marketing Obligation, and the portion of the Bank Dual Card Marketing Obligation attributable to their customers. Without limiting Dual Card In-Store Net Credit Volume shall be used to promote the foregoing, prior Program in JCPenney Locations and the portion of the Bank Dual Card Marketing Obligation attributable to the expiration or termination Dual Card Out of Store Net Credit Volume shall be used to promote the Commitment PeriodProgram outside of JCPenney Locations. JCPenney shall support the Program by, Retailers agree to expend at least XXXXXXXXXX Dollars among other things, providing the Cardholder Benefits in accordance with the terms of Schedule 2.2(a)(vii) ($XXXXXXX) for Cardholder Benefits). JCPenney shall (i) point-of-sale promotional materials and store signage; administer incentive programs for sales associates consistent with existing JCPenney practices and (ii) other marketing promotions which have been approved coordinate host/hostess booth personnel as mutually agreed to by Bank. Retailers shall provide Bank -with invoices and other documents establishing the amount of all such expenditures. [A portion of this section has been omitted parties in the Marketing Plan, using funding to be provided pursuant to a request the Marketing Plan. JCPenney shall notify Bank of any employee incentive programs related to the Program prior to the implementation of such programs, and Bank shall have the right to review and approve the terms of such employee incentive programs for confidential treatment under Rule 406 under the Securities Act of 1933compliance with Bank Applicable Law and Bank policy, as amended. A copy of this section provided that such Bank policy is consistent with the portion intact has been filed separately with the Securities policies applied by Bank to its other private label and Exchange Commission]co-branded credit card programs. (b) Retailers Either party, from time to time, may propose a promotion related to the Program. JCPenney may, in its reasonable discretion, determine whether to run any such promotion. (c) JCPenney shall include Program information and/or actual Credit Card Aplications display and Credit Card Agreements make available at JCPenney Locations, in their general and specialized advertising brochures when deemed appropriate a manner to be agreed by the management of the Retailers. Retailers shall make parties, Credit Card Applications and Credit Card Agreements provided by Bank as a Program Expense, to be used in connection with the Program prominently Program. Expenses in respect of in-store signage, including point-of-sale signage and conspicuously available at all Retailer Locations in such manner as is mutually agreed by Retailers tent signage related to Accounts, and Bank PROVIDEDdecals for acceptance of Credit Cards, HOWEVER, that such Credit Card Applications and Credit Card Agreements need not be made available at any location from which Retailers make only mail order and catalog sales. No Account Documentation shall be publicly distributed applied against the Bank Marketing Fund in accordance with Section 2.6 (Marketing Fund). Any credit-related advertising or disseminated without signage used by JCPenney shall be displayed or otherwise employed in a manner consistent with the Marketing Plan. Any in-store signage and in-store promotional materials, as well as any outbound telemarketing scripts, must be approved by JCPenney prior written consent of Retailers and Bank; PROVIDED, HOWEVER, that Bank reserves the right to make or require Retailers to make any change in the Account Documentation as may in Bank's reasonable judgment be required by or appropriate to comply with, any applicable law, rule or regulationusage. In the event any Retailer proceeds with promoting or offering any billing or credit terms, insurance or other products for use with any Credit Card without prior written approval by Bank, Retailers shall indemnify Bank for any and all Losses arising from such materials or program. Retailers JCPenney may not, without Bank's ’s prior written consent,, use Bank’s name or logo type (or the name or logo type of any Affiliate of Bank) in any advertisement, press release or promotional materials. Bank shall have the right to review all Program advertising created by JCPenney. Bank’s determination of the billing or credit terms for any promotion is not intended to be and will not be construed to be an approval of any materials used in advertising or implementing such promotions, except that Bank shall be responsible for any Truth-in- Lending or similar state credit disclosure language provided by Bank to JCPenney or any Authorized Entity for use in advertising copy, if such language is used without modification and in the manner specified by Bank. Any approval by JCPenney of any materials that contain billing or credit terms is not intended to be and will not be construed to be an approval of such terms.

Promotion of Program. (a) During the term of this Agreement, Retailers agree to Retailer will actively promote the Program including, without limitation, providing proper training to their respective employees in the use and marketing of the Program to their customersProgram. Without limiting the foregoing, prior to the expiration or termination of the Commitment Period, Retailers agree to expend at least XXXXXXXXXX Dollars ($XXXXXXX) for (i) point-of-sale promotional materials and store signage; and (ii) other marketing promotions which have been approved by Bank. Retailers shall provide Bank -with invoices and other documents establishing the amount of all such expenditures. [A portion of this section has been omitted pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. A copy of this section with the portion intact has been filed separately with the Securities and Exchange Commission] (b) Retailers Retailer shall include Program information and/or actual Credit Card Aplications Applications and Credit Card Agreements in their general and specialized brochures advertising brochures when deemed appropriate by the management of the RetailersRetailer management. Retailers Retailer shall make available at the Retailer Locations Credit Card Applications and Credit Card Agreements to be used in connection with the Program prominently and conspicuously available at all Retailer Locations in such manner as is mutually agreed by Retailers Retailer and Bank PROVIDEDBank. Any press releases, HOWEVERadvertisements, that such Credit Card Applications and Credit Card Agreements need publicity or other materials which promote the Program, including the Program Documents, shall not be made available at any location from which Retailers make only mail order and catalog sales. No Account Documentation shall be publicly distributed or disseminated without the prior written consent of Retailers Retailer and Bank; PROVIDEDprovided, HOWEVERhowever, that (i) Bank reserves the right shall not be required to make obtain Retailer's consent for any portion of a document containing disclosures or require Retailers to make any change in the Account Documentation as may other information which in Bank's reasonable judgment be is required by or appropriate to comply with, any applicable law, rule or regulation. In ; and (ii) Retailer shall not be required to obtain Bank's consent for any materials regarding the event any Retailer proceeds with promoting or offering any billing or credit terms, insurance Program that are limited to statements or other products representations (either oral, written or visual) that the Card may be used for use with any Credit Card without prior written approval by BankPurchases. (b) From time to time Bank shall make available to Retailer, Retailers shall indemnify Bank for any to encourage Account acquisition and all Losses arising from such materials or program. Retailers may notusage, certain credit-based promotions to include, without Bank's prior written consent,limiting the foregoing, (i) 90 Day Skip Free Promotions, with respect to which Retailer will pay Bank monthly the amount of [ ]*. Such estimated amounts will be reconciled upon completion of each credit promotion. No credit promotion of a type other than specified above may be run unless agreed to in writing by the parties hereto. (c) Bank shall establish on its books an account known as the "Credit Promotions Account." This Credit Promotions Account shall be non-interest bearing, shall not represent segregated funds and may be commingled by Bank with other funds. The Credit Promotions Account shall be maintained as follows: (i) On the date hereof, Retailer shall pay Bank an amount equal to what Bank reasonably estimates to be the anticipated [ ]* that Retailer will owe Bank under this SECTION 2.03(B) during the term of this Agreement (the "Anticipated Credit Promotion Amount"). The amount of such payment shall be credited to the Credit Promotions Account. If Bank debits the Credit Promotions Account (as specified in the first sentence of *Confidential treatment has been requested with respect to this information. subparagraph (ii) below), Retailer shall immediately pay Bank such amount and such amount when paid shall be credited to the Credit Promotions Account. (ii) Bank will debit the Credit Promotions Account where Retailer fails to pay Bank when due the amount Retailer has been billed by Bank with respect to credit promotions. (iii) After termination of this Agreement and at such time Retailer no longer is obligated to make payments with respect to credit promotions hereunder, Bank shall debit the Credit Promotions Account for the balance thereof and pay such amount to Retailer.