Common use of Store Closure Clause in Contracts

Store Closure. If at any time, Retailer sells or closes a Store Location and (i) there is not another Store Location within forty (40) miles of the sold or closed Store Location and (ii) Retailer has not delivered to Bank a written certification that a new Store Location within forty (40) miles of the sold or closed Store Location will be opened within one hundred twenty (120) days of the sale or closure of such Store Location, then with respect of any Account for which at least seventy-five percent (75%) of the Co-Brand Purchases or PLCC Purchases, as the case may be, were made at the closed Store Location in the twelve (12) billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank, Bank will have the right (but not the obligation) to liquidate any or all such Accounts in a manner consistent with Bank’s post-termination Account liquidation rights set forth in Schedule 11.4, provided, however, that the foregoing shall not apply to (x) any Account used to finance a purchase at any Retailer Sales Channel or the Retailer Website (to the extent Bank can reasonably determine) during the sixty (60) day period subsequent to the closure of the relevant Store Location and (y) to the extent Bank can reasonably determine, any Account on which ten percent (10%) or more of the Co-Brand Purchases (or prior to the implementation of the Direct Settlement Process for purchases through the Retailer Website in accordance with Section 7.17(e) of the Agreement, ten percent (10%) of the Non-Retailer Purchases made on the Retailer Website) or PLCC Purchases, as the case may be, were made at the Retailer Website in the twelve (12) billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank. If with respect to any such Account there is not another Store Location within eighty (80) miles of the sold or closed Store Location, then Bank may request that Retailer waive the sixty (60) consecutive day period contemplated in the preceding sentence, which Retailer may waive in its reasonable discretion. Retailer shall provide to Bank (a) at least 30 days prior written notice of any closure or sale of any Store Location after the date hereof, which notice shall include the location of the nearest Store Location and, if applicable, the certificate referred to in (ii) above, and (b) promptly following the end of each fiscal quarter, a report setting forth the number of Store Locations that were closed or sold during the quarter and not located within forty (40) miles of another Store Location. For the avoidance of doubt, if a new Store Location is not opened within the time period indicated in (ii) above, Bank’s rights under this Schedule 7.19 shall apply. SCHEDULE 8.1(e)

Store Closure. If at any time, Retailer sells or closes a Store Location and (i) there is not another Store Location within forty (40) miles [***] of the sold or closed Store Location and (ii) Retailer has not delivered to Bank a written certification (“New Store Certification”) that a new Store Location within forty (40) [***] miles of the sold or closed Store Location will be opened within one hundred twenty (120) days [***] of the sale or closure of such Store LocationLocation (“New Store Opening Time Period”), then with respect of any Account for which at least seventy-five percent (75[***][***]%) of the Co-Brand Purchases or PLCC Purchases, as the case may be, were made at the closed Store Location in the twelve (12) [***] billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank, Bank will have the right (but not the obligation) to liquidate any or all such Accounts in a manner consistent with Bank’s post-termination Account liquidation rights set forth in Schedule 11.4, ; provided, however, that the foregoing shall not apply to (x) any Account used to finance a purchase at any Retailer Sales Channel or the Retailer Website (to the extent Bank can reasonably determine) during the sixty (60) day [***] period subsequent to the closure of the relevant Store Location and (y) to the extent Bank can reasonably determine, any Account on which ten percent [***] (10[***]%) or more of the Co-Brand Purchases (or prior to the implementation of the Direct Settlement Process for purchases through the Retailer Website in accordance with Section 7.17(e) of the Agreement, ten percent (10%) of the Non-Retailer Purchases made on the Retailer Website) or PLCC Purchases, as the case may be, were made at the Retailer Website in the twelve (12) [***] billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank. If with respect to any such Account there is not another Store Location within eighty (80) [***] miles of the sold or closed Store Location, then Bank may request that Retailer waive the sixty (60) consecutive day [***] period contemplated in the preceding sentence, which Retailer may waive in its reasonable discretion. Retailer shall provide to Bank (a) at least 30 days [***] prior written notice of any closure or sale of any Store Location after the date hereof, which notice shall include the location of the nearest Store Location and, if applicable, the certificate referred to in (ii) aboveNew Store Certification, and (b) promptly following the end of each fiscal quarter, a report setting forth the number of Store Locations that were closed or sold during the quarter and not located within forty (40) miles [***] of another Store Location. For the avoidance of doubt, if a new Store Location is not opened within the time period indicated in (ii) aboveNew Store Opening Time Period, Bank’s rights under this Schedule 7.19 shall apply. SCHEDULE 8.1(e)7.22 Additional [***] • [***] • [***] • [***]

Store Closure. If at any time, Retailer sells or closes a Store Location and (i) there is not another Store Location within forty (40) miles [***] of the sold or closed Store Location and (ii) Retailer has not delivered to Bank a written certification (“New Store Certification”) that a new Store Location within forty (40) [***] miles of the sold or closed Store Location will be opened within one hundred twenty (120) days [***] of the sale or closure of such Store LocationLocation (“New Store Opening Time Period”), then with respect of any Account for which at least seventy-five percent (75[***][***]%) of the Co-Brand Purchases or PLCC Purchases, as the case may be, were made at the closed Store Location in the twelve (12) [***] billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank, Bank will have the right (but not the obligation) to liquidate any or all such Accounts in a manner consistent with Bank’s post-termination Account liquidation rights set forth in Schedule 11.4, ; provided, however, that the foregoing shall not apply to (x) any Account used to finance a purchase at any Retailer Sales Channel or the Retailer Website (to the extent Bank can reasonably determine) during the sixty (60) day [***] period subsequent to the closure of the relevant Store Location and (y) to the extent Bank can reasonably determine, any Account on which ten percent [***] (10[***]%) or more of the Co-Brand Purchases (or prior to the implementation of the Direct Settlement Process for purchases through the Retailer Website in accordance with Section 7.17(e) of the Agreement, ten percent (10%) of the Non-Retailer Purchases made on the Retailer Website) or PLCC Purchases, as the case may be, were made at the Retailer Website in the twelve (12) [***] billing cycles preceding the earlier of the date on which the Store Location was closed or sold or the date upon which notice thereof is given by Retailer to Bank. If with respect to any such Account there is not another Store Location within eighty (80) [***] miles of the sold or closed Store Location, then Bank may request that Retailer waive the sixty (60) consecutive day [***] period contemplated in the preceding sentence, which Retailer may waive in its reasonable discretion. Retailer shall provide to Bank (a) at least 30 days [***] prior written notice of any closure or sale of any Store Location after the date hereof, which notice shall include the location of the nearest Store Location and, if applicable, the certificate referred to in (ii) aboveNew Store Certification, and (b) promptly following the end of each fiscal quarter, a report setting forth the number of Store Locations that were closed or sold during the quarter and not located within forty (40) miles [***] of another Store Location. For the avoidance of doubt, if a new Store Location is not opened within the time period indicated in (ii) aboveNew Store Opening Time Period, Bank’s rights under this Schedule 7.19 shall apply. SCHEDULE 8.1(e).