Common use of Rights of Bank if Purchase Option Not Exercised Clause in Contracts

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall have no further rights whatsoever in the Program Assets. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer; provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its Affiliates selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired, Bank shall no longer use any of the NMG Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that thereafter Bank may continue to use the NMG Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and as otherwise required by Applicable Law.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG FDS Companies shall have no further rights whatsoever in the Program Assets. In such event, the following provisions shall apply: (a) Bank shall have the right in at its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG FDS Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (and with the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit 77 Card shall not be issued in cooperation with any retailerbusiness referred to in Schedule 2.5 in any MSA within which the FDS Companies are still operating stores; provided, further, that the NMG FDS Companies shall be permitted to add an enclosure to the last two (2) Billing Statements (with respect to each of the Private Label Accounts and the General Purpose Accounts) to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG FDS and its Affiliates (which shall include those companies listed on Schedule 2.5), selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG FDS Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG FDS Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies FDS to exercise such option shall have expired. Bank The Parties shall bear all their respective costs and expenses of any such conversion and the transitioning of services performed by the NMG FDS Companies to the Bank. (dc) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies FDS to exercise such option shall have expired, Bank shall no longer use any of the NMG FDS Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG FDS Credit Cards; provided that thereafter Bank may continue to use the NMG FDS Licensed Marks solely to the extent necessary to identify the Accounts communicate with Cardholders in connection with the billing and collection thereof of Accounts and as otherwise required by Applicable LawLaw for up to one hundred eighty (180) days after such written notice or expiration.

Rights of Bank if Purchase Option Not Exercised. (ai) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall Bon-Ton does not exercise their its purchase option referred to in Section 17.2 above or otherwise fail fails to exercise their option within the time period specified in Section 17.2above, the NMG Companies Bon-Ton shall have no further rights whatsoever in to the Program AssetsAccounts. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) to issue to Cardholders a replacement or substitute Credit Card credit card (which card must not bear any NMG Licensed Marks Proprietary Designations of Bon-Ton or any of its Affiliates or any other trademarks or source indicators design features confusingly similar theretoto the Proprietary Designations) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer; provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject . Subject to Applicable Law, Bank shall also have the right to notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables Accounts have been repaid; (iii) . Bank shall also have the right to sell the Accounts and associated receivables to a third party purchaser, purchaser other than a competitor any person or entity that directly or indirectly competes with the business of NMG Bon-Ton and its Affiliates selected by Bank at a price agreed between Bank and the purchaser; orAffiliates. (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding Following the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions termination of this Agreement until such conversion occursfor any reason, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning Post Termination Transition Period, without the prior written consent of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of DualBon-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expiredTon, Bank shall no longer use any of the NMG Licensed Marks (Proprietary Designations of Bon-Ton or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cardsits Affiliates; provided that thereafter Bank may continue to use the NMG Licensed Marks Bon-Ton Proprietary Designations solely to the extent necessary to identify the Accounts in connection with the servicing, billing and collection thereof and as otherwise required by Applicable Law. 8. All capitalized terms not otherwise defined herein shall have the same meaning afforded them in the Agreement, as amended. 9. This Sixth Amendment supersedes all prior communications and shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Except as otherwise modified herein, the terms and conditions of the Agreement, as amended, remain in full force and effect.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated pursuant to Article 15 and the NMG Companies give Kohl’s gives written notice that they shall it will not exercise their its option referred to in Section 17.2 or otherwise fail to exercise their option within 16.2, the time period specified in for the Purchase Option expires pursuant to Section 17.216.2(b) or Kohl’s notifies Bank pursuant to Section 18.14 that it has withdrawn its Purchase Notice, the NMG Companies Kohl’s shall have no further rights whatsoever in the Program AssetsAssets after the expiration of the Termination Period; provided, however, Kohl’s shall continue to accept Accounts as a form of payment for Kohl’s Goods and/or Services for a period of [*] after the expiration of the Termination Period. In such eventinstance, Bank shall have has the right in at its sole discretion on or within [*] after the expiration or termination of this Agreement the Termination Period to: (i) issue to Cardholders that Bank considers creditworthy a replacement or substitute Credit Card credit card (which card must not bear any NMG Kohl’s Licensed Marks or any other trademarks or source indicators confusingly similar theretoXxxx) with such characteristics as the Bank considers appropriate (the cost and expense of card re-design and re-issue being borne by Bank); provided that the Bank shall not issue a replacement or substitute Credit Card shall not be issued card in cooperation with or branded with the marks associated with any retailer; provided, further, that the NMG Companies [*]. Kohl’s shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject to Applicable LawLaw and to the terms of the relevant Credit Agreement, notify Cardholders that Bank shall will cease providing credit under the Accounts and to require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables receivables, or any portion thereof, to a third party purchaser, other than a competitor of NMG and its Affiliates purchaser selected by Bank at a price agreed between Bank and the purchaser; provided that Bank shall not sell the Accounts and associated receivables for the benefit of any [*]; or (iv) any combination of (iSections 16.3(a)(i), (ii16.3(a)(ii) and (iii16.3(a)(iii). (b) Notwithstanding After the foregoingexpiration of the Termination Period, in no event Bank shall Bank use be permitted to utilize the Kohl’s name solely to identify the Accounts for billing or disclose collection purposes or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together comply with any retailerApplicable Law. (c) If this Agreement expires or is terminated Kohl’s and the NMG Companies give written notice that they Bank shall mutually agree upon a termination letter to be sent to Cardholders if Kohl’s does not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bankits Purchase Option. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired, Bank shall no longer use any of the NMG Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that thereafter Bank may continue to use the NMG Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and as otherwise required by Applicable Law.

Rights of Bank if Purchase Option Not Exercised. (ai) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall Bon-Ton does not exercise their its purchase option referred to in Section 17.2 above or otherwise fail fails to exercise their option within the time period specified in Section 17.2above, the NMG Companies Bon-Ton shall have no further rights whatsoever in to the Program AssetsAccounts. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) to issue to Cardholders a replacement or substitute Credit Card credit card (which card must not bear any NMG Licensed Marks Proprietary Designations of Bon-Ton or any of its Affiliates or any other trademarks or source indicators design features confusingly similar theretoto the Proprietary Designations) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer; provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject . Subject to Applicable Law, Bank shall also have the right to notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables Accounts have been repaid; (iii) . Bank shall also have the right to sell the Accounts and associated receivables to a third party purchaser, purchaser other than a competitor any person or entity that directly or indirectly competes with the business of NMG Bon-Ton and its Affiliates selected by Bank at a price agreed between Bank and the purchaser; orAffiliates. (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding Following the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions termination of this Agreement until such conversion occursfor any reason, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning Post Termination Transition Period, without the prior written consent of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of DualBon-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expiredTon, Bank shall no longer use any of the NMG Licensed Marks (Proprietary Designations of Bon-Ton or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cardsits Affiliates; provided that thereafter Bank may continue to use the NMG Licensed Marks Bon-Ton Proprietary Designations solely to the extent necessary to identify the Accounts in connection with the servicing, billing and collection thereof and as otherwise required by Applicable Law.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies Dillard's does not give written notice that they shall not it will exercise their its option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.214.2, the NMG Companies Dillard's shall have no further rights whatsoever in the Program Assets. In such event, provided that Bank shall have given Dillard's ten (10) days advance written notice of the expiration of the repurchase option period. Bank has the right in at its sole discretion on or after the expiration or termination of this the Agreement to: (i) issue to Cardholders that Bank considers creditworthy a replacement or substitute Credit Card credit card (which card must not bear any NMG Dillard's Licensed Marks or any other trademarks or source indicators confusingly similar theretoMark) with such characteristics as the Bank considers appropriate considexx xppropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer; provided, further, that the NMG Companies . Dillard's shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect billing statements stating that the Program has been terminated; (ii) subject to Applicable LawLaw and to the terms of the relevant Credit Agreement, notify Cardholders that Bank shall will cease providing credit under the Accounts and to require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its Affiliates purchaser selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. Within ninety (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (18090) days after the NMG Companies give written Dillard's has given notice that they shall it will not exercise their its option referred to purchase or the period in Section 17.2 or after the time period for the NMG Companies to which it may exercise such its option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have has expired, Bank shall no longer use utilize any of the NMG Dillard's Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Private Label Credit Cards; provided that thereafter . The foregoing notwithstanding, Bank may continue to use the NMG Dillard's Licensed Marks solely to the extent necessary to identify the Accounts communicate with Cardholders in connection with the billing and collection thereof of Accounts and as otherwise required by Applicable LawLaw for up to 180 days thereafter. (c) Dillard's and Bank shall reasonably agree upon a termination letter to be sent to Cardholders if Dillard's shall not exercise its purchase option.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give Macy’s gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG Macy’s Companies shall have no further rights whatsoever in the Program Assets. In such event, the following provisions shall apply: (a) Bank shall have the right in at its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Macy’s Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (and with the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailerbusiness referred to in Schedule 1.1(n) in any MSA within which the Macy’s Companies are still operating stores; provided, further, that the NMG Macy’s Companies shall be permitted to add an enclosure to the last two (2) Billing Statements (with respect to each of the Private Label Accounts, the Co-Branded Accounts and the General Purpose Accounts) to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG Macy’s and its Affiliates (which shall include those companies listed on Schedule 1.1(n)), selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give Macy’s gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG Macy’s Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Macy’s Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give Macy’s gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies Macy’s to exercise such option shall have expired. Bank The Parties shall bear all their respective costs and expenses of any such conversion and the transitioning of services performed by the NMG Macy’s Companies to the Bank. (dc) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give Macy’s gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies Macy’s to exercise such option shall have expired, Bank shall no longer use any of the NMG Macy’s Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Macy’s Credit Cards; provided that thereafter Bank may continue to use the NMG Macy’s Licensed Marks solely to the extent necessary to identify the Accounts communicate with Cardholders in connection with the billing and collection thereof of Accounts and as otherwise required by Applicable LawLaw for up to one hundred eighty (180) days after such written notice or expiration.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give written (i) Company gives notice that they shall it will not exercise their option the Purchase Option, or (ii) Company has provided Bank the Purchase Notice but is unable to consummate the purchase of the Program Assets prior to the end of the Purchase Option period, Company shall provide Bank with interim servicing for a period not to exceed [*], except as indicated below in this Section 15.3(a) (the “Company Interim Servicing Period”), commencing as of the Termination Date; provided, however, Bank may request in writing that the Company Interim Servicing Period be for a period of less than [*]; provided, further, that the Company Interim Servicing Period shall terminate upon the conversion of Accounts from Company’s processing system to Bank’s processing system (or a third-party processor designated by Bank) (“Conversion”). In the event of a termination of this Agreement as a result of a Bank Event of Default of a type described in Section 13.2(c) or (d), the Company Interim Servicing Period shall extend until and end upon Conversion, even if such Conversion occurs after the end of the [*] period referred to above, but in Section 17.2 such event, Bank shall agree, at Company’s request, to terminate charging privileges on the Accounts following the Termination Date. (b) During the Company Interim Servicing Period, Company will continue to service the Accounts in accordance with this Agreement (and the provisions of the Agreement providing for such servicing shall survive termination accordingly). [*] (c) During the Company Interim Servicing Period, Bank shall have the right to convert the Accounts to alternative credit card products, provided that there shall be a single Conversion. The parties shall coordinate in good faith to implement such conversion, and Company shall provide reasonable assistance to Bank to facilitate such conversion and minimize disruption in connection therewith. (d) During the Company Interim Servicing Period, Bank shall pay Company a monthly servicing fee (or otherwise fail portion thereof) to Company of [*] (e) During the Company Interim Servicing Period, Company shall continue to accept the Cards in Company Channels in substantially the same manner as it did at the commencement of the Company Interim Servicing Period. (f) During the Company Interim Servicing Period, [*]. (g) During the Company Interim Servicing Period, [*]. [*] (i) If this Agreement is terminated and (x) Company gives notice that it will not exercise their option within the Purchase Option, or (y) the time period specified in Section 17.2for the Purchase Option expires and Company (or its Nominated Purchaser) is unable to consummate the purchase of the Program Assets, the NMG Companies Company shall have no further rights whatsoever in the Program AssetsAssets except to the extent of Company ownership of Company Licensed Marks. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to:: [*] (ij) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics Effective as Bank considers appropriate (of the cost end of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer; provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its Affiliates selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expiredCompany Interim Servicing Period, Bank shall no longer use utilize any of the NMG Company Licensed Marks (or [*]; provided, however, that, subject to Company’s right to approve use of its name in any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that thereafter materials including templates, Bank may continue to use the NMG Licensed Marks solely to the extent necessary Company name to identify the Accounts in connection with the Account for billing and collection thereof purposes and as otherwise required by Applicable Law. (k) Company and Bank shall mutually agree upon a termination letter to be sent to Cardholders if Company does not purchase the Program Assets. The failure of Company to purchase the Accounts shall not preclude or limit Company in any way from offering credit cards to Company Guests, including persons who are or were Cardholders, whether through itself, an Affiliate or a third-party issuer, after the Termination Date[*]. (l) In the event Company does not purchase the Program Assets, the license to any Company Intellectual Property granted in Section 9.3(a)shall expire on the Termination Date or at the end of the Company Interim Servicing Period, if applicable.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give Pier 1 gives written notice that they it shall not exercise their option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG Companies Pier 1 shall have no further rights whatsoever in the Program Assets. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Pier 1 Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailerCompeting Retail Program; provided, further, that the NMG Companies Pier 1 shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminatedterminated subject to Bank review and approval; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its Affiliates Competing Retail Program, selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data, Pier 1 Shopper Data or the Pier 1 Prospect List to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired, Bank shall no longer use any of the NMG Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that thereafter Bank may continue to use the NMG Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and as otherwise required by Applicable Law.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG FDS Companies shall have no further rights whatsoever in the Program Assets. In such event, the following provisions shall apply: (a) Bank shall have the right in at its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG FDS Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (and with the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailerbusiness referred to in Schedule 2.5 in any MSA within which the FDS Companies are still operating stores; provided, further, that the NMG FDS Companies shall be permitted to add an enclosure to the last two (2) Billing Statements (with respect to each of the Private Label Accounts and the General Purpose Accounts) to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG FDS and its Affiliates (which shall include those companies listed on Schedule 2.5), selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG FDS Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG FDS Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies FDS to exercise such option shall have expired. Bank The Parties shall bear all their respective costs and expenses of any such conversion and the transitioning of services performed by the NMG FDS Companies to the Bank. (dc) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give FDS gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or after the time period for the NMG Companies FDS to exercise such option shall have expired, Bank shall no longer use any of the NMG FDS Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG FDS Credit Cards; provided that thereafter Bank may continue to use the NMG FDS Licensed Marks solely to the extent necessary to identify the Accounts communicate with Cardholders in connection with the billing and collection thereof of Accounts and as otherwise required by Applicable LawLaw for up to one hundred eighty (180) days after such written notice or expiration.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give Pier 1 gives written notice that they it shall not exercise their option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG Companies Pier 1 shall have no further rights whatsoever in the Program Assets. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Pier 1 Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailerCompeting Retail Program; provided, further, that the NMG Companies Pier 1 shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminatedterminated subject to Bank review and approval; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its Affiliates Competing Retail Program, selected by Bank at a price agreed between Bank and the purchaser; or (iv) any combination of (i), (ii) and (iii). (b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the Cardholder Data, Pier 1 Shopper Data or the Pier 1 Prospect List to market or promote a Credit Card or ancillary product together with any retailer. (c) If this Agreement expires or is terminated and the NMG Companies give Pier 1 gives written notice that they it shall not exercise their its option referred to in Section 17.2 16.2 or otherwise fail fails to exercise their its option within the time period specified in Section 17.216.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than then within one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 termination or after expiration of the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expiredAgreement, Bank shall no longer use any of the NMG Pier 1 Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Pier 1 Credit Cards; provided that thereafter Bank may continue to use the NMG Pier 1 Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and as otherwise required by Applicable Law.

Rights of Bank if Purchase Option Not Exercised. (a) If this Agreement expires or is terminated and the NMG Companies give BAR gives written notice that they it shall not exercise their option referred to in Section 17.2 the Purchase Option or otherwise fail fails to exercise their option within the time period specified Purchase Option in accordance with Section 17.217.2(b), the NMG Companies neither Belk nor BAR shall have no any further rights whatsoever in the Program Assets. In such event, Bank shall have the right in its sole discretion on or after the expiration or termination of this Agreement to: (i) within sixty (60) days after the later of (A) such expiration or termination, (B) Belk gives written notice that it shall not exercise its option referred to in Section 17.2, or (C) the time period for Belk to exercise such option shall have expired, issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Belk Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank); provided that the issuance of a replacement or substitute Credit Card shall not be issued subject to the limitations described in cooperation with any retailerSchedule 17.4 under the caption "Replacement Cards"; provided, further, that the NMG Companies Belk shall be permitted to add an enclosure to the last two (2) Billing Statements to the effect that the Program has been terminated; (ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid; (iii) sell the Accounts and associated receivables to a third party purchaser, purchaser (other than a competitor of NMG and its Affiliates competing retailer) selected by Bank at a price agreed between Bank and the purchaser; provided that any such sale (and any subsequent sale of the Accounts and associated receivables) shall include a restriction prohibiting subsequent transfer of the Accounts and associated receivables to a competitor of Parent and its Affiliates; or (iv) any combination of (i), (ii) and (iii). In addition, the Parties agree as set forth in Schedule 17.4 under the caption "Competing Retailers." (b) Notwithstanding The Parties agree as set forth in Schedule 17.4 under the foregoing, in no event shall Bank caption "Use of Cardholder Data" with respect to the use or disclose or permit any and disclosure of its Affiliates to use or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailerData. (c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank. (d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give later of (i) expiration or termination, (ii) BAR gives written notice that they it shall not exercise their its option referred to in Section 17.2 17.2, or after (iii) the time period for the NMG Companies BAR to exercise such option shall have expired, Bank shall no longer use any of the NMG Belk Licensed Marks (or any other trademarks or source indicators confusingly similar thereto) and must rebrand the NMG Belk Credit Cards; provided that thereafter Bank may continue to use the NMG Belk Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and as otherwise required by Applicable Law. Belk shall continue to accept Belk Credit Cards until sixty (60) days after the later of (i) expiration or termination, (ii) BAR gives written notice that it shall not exercise its option referred to in Section 17.2, or (iii) the time period for BAR to exercise such option shall have expired.