Common use of Termination with Cause by Bank; Bank Termination Events Clause in Contracts

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuing: (a) If Company shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Company, or if any petition for any such relief shall be filed against Company and such petition shall not be dismissed within sixty (60) days; or (c) If Company shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company from Bank.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if upon notice to Company causes designating the occurrence of such Bank Termination Event and the expiration of the applicable cure period, if any, designated below (provided, however, that Bank agrees upon request of Company to occur continue to authorize and process Purchases for up to ninety (90) days after such termination and to settle with Company with respect to the Transaction Records submitted by Company pursuant to the procedures set forth in Section 3.5 except such settlement by Bank shall be continuing:within three (3) Business Days after submission of the Transaction Records by Company, and provided further that during such ninety (90) day period Bank shall not be required to perform any activities which would render Bank to be out of compliance with Applicable Law or cause Bank to operate in an unsafe and/or unsound manner) and, immediately after such termination becomes effective, Company shall have the obligation to purchase the Portfolio (the price and method of such purchase shall be as set forth in Schedule 9.5): (a) If Company shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; or (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Company, or if any petition for any such relief shall be filed against Company and and, in any such event such order or petition shall not be dismissed within sixty ninety (6090) days; or (c) If (i) if Company shall have failed to pay Bank any payment due under this Agreement and Company fails to remedy such default within ten (10) calendar days after written notice of the default thereof shall have been received by Company from Bank, or (ii) if Company shall materially default in the performance of or compliance with any material term or violates in a material manner any of the material covenants, representations, warranties or agreements contained in this Agreement in any material respect and Company shall not have remedied such default (or removed the materiality thereof) within thirty (30) days after written notice thereof shall have been received by Company from Bank; or (d) If, at the end of any Plan Year the volume of Goods and/or Services sold by Company has dropped by more than forty percent (40%) (as measured by relative annual sales volume of Goods and/or Services in the prior Plan Year); or (e) If at any time Company eliminates or ceases operations of Sales Channels which, at that time, account for more than forty percent (40%) of Company’s sales volume (or announces or notifies Bank of an intent or anticipation of to perform either such action); provided, further that the Company may propose to the Bank any elimination or ceasing of operations of Sales Channels prior to the implementation of such elimination or ceasing operation and submit the same for approval under the procedures of the Operating Committee, and if approved by the Operating Committee the Bank shall not have the right to designate a Bank Termination Event in respect of such change under this Section 9.2 (e); or (f) If either the Parent Agreement or the Purchase Agreement have not been executed and delivered by the parties thereto within ten (10) Business Days after the Effective Date; or (g) As set forth in Schedule 9.2; or (h) If Company shall receive an adverse opinion by its auditors or accountants as to its viability as a going concern and Bank notifies Company and requests to discuss the materiality and effects of such opinion with Company; then (i) if Company does not promptly respond to Bank’s request or (ii) if, after such discussion, Bank, in its reasonable discretion, determines that such opinion shall materially adversely affect the ability of Company to perform under this Agreement.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuingoccurs except as set forth below: (a) If Company shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iiiii) make an assignment for the benefit of its creditors; (iviii) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (viv) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company to perform under this Agreement or the Plan; or (viiv) receive an adverse opinion by its auditors or accountants and/or (vi) receive an opinion by its auditors that includes a disclosure as to its Company’s viability as a going concernconcern (however, Bank shall only have the right to terminate the agreement under this section (a)(vi) if Company has not cured the matters included in the going concern disclosures [*]); or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Company, or if any petition for any such relief shall be filed against Company and such petition shall not be dismissed within sixty (60) days[*]; or (c) If Company shall materially default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement Agreement, and Company shall not have remedied such default within thirty [*]. (30Company acknowledges that any breach of its representation in Section 8.11 cannot be cured.); or (d) days after written notice thereof shall have been received by Company from BankIf Bank exercises its rights under Section 8.8 [Force Majeure].

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and Bank may terminate this Agreement immediately without further action by delivering written notice to Spiegel Group setting for the Bank's reason for termination and the effective date of termination, if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company the Spiegel Group's pending bankruptcy proceeding shall be converted from a Chapter 11 proceeding to a Chapter 7 proceeding; or (b) If after emergence from bankruptcy, Spiegel Group shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Spiegel Group to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition, including, but not limited to receiving a bond downgrade or being downgraded by a rating agency to a rating below of BB- according to Standard and Poor's index or an equivalent rating from a comparable source; or (viiviii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (ix) breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, and shall not have remedied such breach or failure within any applicable cure period; or (bc) If after emergence from bankruptcy, a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanySpiegel Group, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanySpiegel Group, or if any petition for any such relief shall be filed against Company Spiegel Group and such petition shall not be dismissed within sixty (60) days; or (cd) If Company Spiegel Group shall default in the performance of or compliance with any material term or violates in a material manner any of the material covenants, representations, warranties or agreements contained in this Agreement and Company Spiegel Group shall not have remedied ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. such default within thirty (30) days after written notice thereof shall have been received by Company Spiegel Group from Bank; or (e) If at anytime the type of Goods and/or Services sold by all Businesses of Spiegel Group materially changes from the type of Goods and/or Services sold by Spiegel Group on the date of execution of this Agreement; or (f) If while Spiegel Group remains in bankruptcy, Bank's funding for the Plan is terminated (other than as a result of a default by Bank under the terms of such funding facility) and Bank is unable to obtain funding on substantially similar terms and Bank has provided Spiegel Group with at least ninety (90) days prior written notice of such termination; or (g) If Spiegel Group does not obtain permanent DIP financing on or before July 31, 2003; or (h) If Spiegel Group does not obtain approval of this Agreement from the United States Bankruptcy Court for the Southern District of New York on or before July 31, 2003.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company DWR shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company DWR to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition, including, but not limited to receiving a bond downgrade or being downgraded by a rating agency to a rating below an investment grade rating; or (viiviii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (ix) breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, which results in an acceleration of debt in an amount exceeding $500,000; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyDWR, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyDWR, or if any petition for any such relief shall be filed against Company DWR and such petition shall not be dismissed within sixty (60) days; or (c) If Company DWR shall default in the performance of or compliance with any material term or violates in a material manner respect any of the covenants, representations, warranties or agreements contained in this Agreement and Company DWR shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company DWR from Bank; or (d) If at anytime the average price point of the Goods and/or Services sold by DWR materially changes from the average price point of the Goods and/or Services sold by DWR on the date of execution of this Agreement; or (e) If DWR fails within three (3) months after the Effective Date to utilize (as determined by Bank) On-Line Prescreen application procedures as the primary source for application processing in all of its catalog call centers and Bank notifies DWR of its intent to terminate by the sixth month after the Effective Date. If Bank exercises its right to terminate pursuant to this Section 9.2(e), DWR (i) agrees to pay to Bank the sum of one hundred and fifty thousand dollars ($150,000) to reimburse Bank for its costs associated with commencing the Plan, and (ii) further agrees that neither DWR nor its Affiliates will for a one year period after the termination date of this Agreement establish with any other credit card processor/provider or provide or process on its own behalf any “private label” or “co-brand” revolving credit or other credit card issuance or processing arrangement or programs similar in purpose to the Plan or to the services and transactions contemplated under this Agreement, except that this restriction will not be construed to prohibit or prevent DWR from accepting any major general purpose credit card (including without limitation, American Express Card, MasterCard, Visa, or NOVUS), or any form of general purpose debit card or fixed payment (installment) credit programs.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and Bank may terminate this Agreement immediately without further action if Company causes Samuxxx xxxses such Bank Termination Event to occur and be continuing: (a) If Company shall: Samuxxx xxxll (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company to perform under this Agreement or the Planforegoing; or (vii) have a materially adverse change in its financial condition; (viii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; oror (ix) breach or fail to perform or observe any covenant or agreement contained in any loan agreement, debt instrument or any other contract or agreement to which it is bound, which results in an acceleration of debt in an amount outstanding equal to or greater than $1,000,000. (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanySamuxxx, a x custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanySamuxxx, or xx if any petition for any such relief shall be filed against Company and Samuxxx xxx such petition shall not be dismissed within sixty (60) 60 days; or (c) If Company shall Samuxxx xxxll default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company shall Samuxxx xxxll not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company from Samuxxx xxxm Bank; or (d) If Samuxxx xx acquired by, or merges or consolidates with or into any other corporation (other than with a subsidiary or affiliate of Samuxxx) xxthout the prior written consent of Bank, Samuxxx xxxminates or otherwise ceases its business operations or Samuxxx xxxls, transfers, abandons or otherwise disposes of all or substantially all of its assets. (e) If Bank exercises its option to terminate pursuant to Section 3.6 (e) and has provided Samuxxx xxxh the notice required therein.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately with notice, but without any further action if Company VS causes such Bank Termination Event to occur and be continuing: (a) If Company VS shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company such entity to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (viii) have a materially adverse change in its financial condition indicated by receiving a bond downgrade or being downgraded by a rating agency to a rating below a [****] according to Standard & Poor’s index or an equivalent rating from a comparable source; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Companysuch entity, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Companysuch entity, or if any petition for any such relief shall be filed against Company such entity and such petition shall not be dismissed within sixty (60) [****] days; or (c) If Company VS shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement (including, without limitation, any material breach by VS of Section 10.17 of this Agreement) and Company VS shall not have remedied such default within thirty (30) [****] days after written notice thereof shall have been received by Company VS from Bank; or (d) As set forth in Section 9.1.

Termination with Cause by Bank; Bank Termination Events. Any Each of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and hereunder for which Bank may terminate this Agreement immediately by providing written notice to Stage and without further action if Company causes such Bank Termination Event to occur and be continuing:(unless otherwise expressly provided below). (a) If Company Stage shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iiiii) make an assignment for the benefit of its creditors; (iviii) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (viv) be adjudicated insolvent or be involuntarily liquidated; or (viv) take corporate action for the purpose of any of the foregoing and any such event shall materially adversely affect the ability of Company Stage to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyStage, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of DM 121931.18 Stage Stores/WFNB CONFIDENTIAL Amended and Restated PLCCPA any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyStage, or if any petition for any such relief shall be filed against Company Stage and such order or petition shall not be dismissed dismissed, or appealed, as the case may be, within sixty (60) days; or (c) If Company Stage shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company (i) such default or violation has a materially adverse impact on the Bank or the Plan, or (ii) such individual default or violation is not one that falls under (i), but of which there have been so many occurrences that, collectively, (i) has been triggered, and (iii) whether falling under (i) or (ii), Stage shall not have remedied such default or violation within thirty (30) days after written notice thereof shall have been received by Company Stage from Bank; or (d) As provided in Schedule 12.2(d); or (e) If within any rolling six (6) month period, there is a net reduction of twenty-five percent (25%) or more of Stage stores operating under a Stage Nameplate through store closures (and/or the announcement or notification to Bank of same), then at Bank's request, the parties thereafter shall promptly discuss the same through the Plan Committee, subject to the escalation and resolution procedures set forth in Schedule 3.1, to determine a plan to modify the Plan to address the impact of such closures. If the parties fail to agree on a plan upon completion of such procedures, Bank may immediately terminate this Agreement upon written notice to Stage. If the parties agree on a plan to address the impact of the closures, but such impact is not addressed as agreed by the parties pursuant to the plan within ninety (90) days following implementation of the change, Bank may immediately terminate this Agreement upon written notice to Stage; or (f) If there is a materially adverse change in Stage's financial condition which is reasonably likely to have a material adverse affect on the ability of Stage to perform under this Agreement or the Plan; provided that (i) prior to providing notice of termination pursuant to this subsection (d), Bank shall engage in good faith discussions pursuant the escalation and resolution procedures set forth in Schedule 3.1, as to whether the material adverse change can be remedied or the impact of such change can be mitigated, and (ii) if Stage disputes whether Bank's termination rights pursuant to this subsection (d) have been triggered; provided that if the parties are unable to agree as to whether Bank's termination rights have been triggered pursuant to this subsection (d), the parties agree to submit to binding arbitration to resolve such issue. The arbitration procedures agreed by the parties are set forth in Schedule 12.2(f).

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company Virgin shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Virgin to perform under this Agreement or the PlanProgram; (vii) have a change in its financial condition that materially adversely affects the ability of Virgin to perform under this Agreement or the Program; or (viiviii) receive an adverse opinion by its auditors or accountants and/or a negative opinion by same as to its Virgin’s viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyVirgin, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyVirgin, or if any petition for any such relief shall be filed against Company Virgin and such petition shall not be dismissed within sixty (60) days*****; oror ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) If Company Virgin shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company Virgin shall not have remedied such default within thirty (30) days ***** after written notice thereof shall have been received by Company Virgin from Bank; provided that, if such condition is incapable of being remedied within the ***** remedy period and Virgin is diligently proceeding to remedy such condition, then said ***** may be extended to a maximum of *****, or (d) If Bank exercises its rights under Section 8.6 [Force Majeure]; or (e) If at any time during the Term, Virgin’s aggregate number of available seat miles in any ***** have been reduced by more than *****, as compared to Virgin’s aggregate available seat miles in calendar year 2013, then (i) at Bank’s option, the Initial Term shall be extended by ***** to permit any unearned portion of the Annual Revenue Guarantees for any prior Program Year to be earned and (ii) if Virgin shall not have remedied such default within ***** after written notice of such event, Bank may terminate this Agreement. During any additional Program Year provided for in this clause Section 7.2(e), no Annual Revenue Guarantee will be payable and no additional amounts will be payable by Bank to Virgin hereunder until the earlier of (i) Virgin’s remedy of the default related to the reduction in available seat miles or (ii) all unearned portions of the Annual Revenue Guarantee paid in any prior Program Year have been fully earned. In the event that Virgin remedies the default and/or Bank elects not to terminate this Agreement, the terms of this Section 7.2(e) will apply again if the event described above occurs in any subsequent period. (f) If at the end of any calendar month during the Term, the number of Members in the Elevate Rewards Program has been reduced by more than *****, as compared to the number of Members in the Elevate Rewards Program as of the Program Commencement Date, and such condition continues unremedied for a period of ***** after the date of occurrence; provided, that if such condition is incapable of being remedied within the ***** remedy period and Virgin is diligently proceeding to remedy such condition, then said ***** shall be extended to a maximum of ***** (and the Initial Term shall be extended by ***** to permit any unearned portion of the Annual Revenue Guarantees for any prior Program Year to be earned); provided further, if Virgin is unable to correct the deficiency in such period then Bank shall have the right to terminate the agreement. During any additional Program Year provided for in this clause Section 7.2(f), no Annual Revenue Guarantee will be payable and no additional amounts will be payable by Bank to Virgin hereunder until the earlier of (i) Virgin’s remedy of the default in the reduction in the number of Members in the Elevate Rewards Program or (ii) all unearned portions of the Annual Revenue Guarantee paid in any prior Program Year have been fully earned. In the event that Virgin remedies the default and/or Bank elects not to terminate this Agreement, the terms of this Section 7.2(f) will apply again if the event described above occurs in any subsequent period.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company Zale shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Zale to perform under this Agreement or the PlanProgram; (vii) have a materially adverse change in its financial condition if the adverse change is likely to materially adversely affect the ability of Zale to perform under this Agreement or the Program; or (viiviii) receive an adverse opinion by its auditors or accountants and/or a negative opinion by same as to its Zale’s viability as a going concernconcern that is likely to materially adversely affect the ability of Zale to perform under this Agreement or the Program; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyZale, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyZale, or if any petition for any such relief shall be filed against Company Zale and such petition shall not be dismissed within sixty (60) days; or (c) If Company Zale shall default in any material respect in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company Zale shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company Zale from Bank; or (d) If Bank exercises its rights under Section 8.6, Force Majeure; or (e) If any regulatory body having jurisdiction over Bank or other governmental action directs or causes Bank to cease or materially limit performance of the activities and services contemplated by this Agreement such that the Program as a whole, following commercially reasonable mitigation efforts by Bank and Zale, will be materially adversely affected. Furthermore, a termination pursuant to this clause attributable solely to Bank’s banking practices, rather than the prohibition of banks generally in performing such activities and services, shall constitute a breach of this Agreement.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and Bank may terminate this Agreement immediately without further action by delivering written notice to Spiegel Group setting for the Bank's reason for termination and the effective date of termination, if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company the Spiegel Group's pending bankruptcy proceeding shall be converted from a Chapter 11 proceeding to a Chapter 7 proceeding; or (b) If after emergence from bankruptcy, Spiegel Group shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Spiegel Group to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition, including, but not limited to receiving a bond downgrade or being downgraded by a rating agency to a rating below of BB- according to Standard and Poor's index or an equivalent rating from a comparable source; or (viiviii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (ix) breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, and shall not have remedied such breach or failure within any applicable cure period; or (bc) If after emergence from bankruptcy, a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanySpiegel Group, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanySpiegel Group, or if any petition for any such relief shall be filed against Company Spiegel Group and such petition shall not be dismissed within sixty (60) days; oror ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. (cd) If Company Spiegel Group shall default in the performance of or compliance with any material term or violates in a material manner any of the material covenants, representations, warranties or agreements contained in this Agreement and Company Spiegel Group shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company Spiegel Group from Bank; or (e) If at anytime the type of Goods and/or Services sold by all Businesses of Spiegel Group materially changes from the type of Goods and/or Services sold by Spiegel Group on the date of execution of this Agreement; or (f) If while Spiegel Group remains in bankruptcy, Bank's funding for the Plan is terminated (other than as a result of a default by Bank under the terms of such funding facility) and Bank is unable to obtain funding on substantially similar terms and Bank has provided Spiegel Group with at least ninety (90) days prior written notice of such termination; or (g) If Spiegel Group does not obtain permanent DIP financing on or before July 31, 2003; or (h) If Spiegel Group does not obtain approval of this Agreement from the United States Bankruptcy Court for the Southern District of New York on or before July 31, 2003.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately with notice, but without any further action if Company VS causes such Bank Termination Event to occur and be continuing: (a) If Company VS shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company such entity to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary auditors or accountants as to its viability as a going concern; oror (viii) have a materially adverse change in its financial condition indicated by receiving a bond downgrade or being downgraded by a rating agency to a rating below a [****] according to Standard & Poor’s index or an equivalent rating from a comparable source. (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Companysuch entity, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Companysuch entity, or if any petition for any such relief shall be filed against Company such entity and such petition shall not be dismissed within sixty (60) [****] days; or (c) If Company VS shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement (including, without limitation, any material breach by VS of Section 10.17 of this Agreement) and Company VS shall not have remedied such default within thirty (30) [****] days after written notice thereof shall have been received by Company VS from Bank.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such a Bank Termination Event occurs by providing written notice of such decision to occur AMO setting forth Bank’s reason for termination and be continuingthe effective date of termination: (a) If Company AMO shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company AMO to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition; or (viiviii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (ix) breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, which breach or failure, if left uncured could result in a default of such agreement, except in each such case if the creditor waives rights of foreclosure or acceleration under such agreement in writing or such breach otherwise does not trigger an acceleration of amounts owed under such agreement; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyAMO, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyAMO, or if any petition for any such relief shall be filed against Company AMO and such petition shall not be dismissed within sixty (60) days; or (c) If Company AMO shall materially default (or default in such a manner that it has a material adverse impact on Bank and/or the Plan) in the performance of or compliance with any material term or violates in a material manner violate any of the covenants, representations, warranties or agreements contained in this Agreement and Company AMO shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company AMO from Bank; or (d) If at any time the type of Goods and/or Services sold by AMO materially changes from the type of Goods and/or Services sold by AMO on the date of execution of this Agreement; or (e) If at any time AMO eliminates or ceases operations of Sales Channels which, immediately prior to such elimination or cessation, account for more than twenty percent (20%) of AMO’s sales volume in the aggregate (or announces or notifies Bank of an intent or anticipation of the foregoing); or (f) If there are any changes in business practices of AMO that have a material adverse effect on this Agreement or the Plan.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuing: (a) If Company shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; (viii) have a change in the operational or financial conditions that materially and adversely affects Company’s ability to perform its obligations under the Plan and the Parties have been unable, in good faith, to develop a commercially reasonable course of action, acceptable to both Parties, to mitigate the effects of such change, or (ix) fail to comply strictly with any obligation under Section 7.4; or (b) If a court or government authority Government Authority of competent jurisdiction shall enter an order appointing, without consent by Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Company, or if any petition for any such relief shall be filed against Company and such petition shall not be dismissed within sixty (60) days; or (c) If Company shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company from Bank; provided that Company shall have no opportunity to remedy failure to comply strictly with any obligation under Section 7.4.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "Bank Termination Event" hereunder, and Bank may terminate this Agreement immediately without further action by delivering written notice to Spiegel Group setting for the Bank's reason for termination and the effective date of termination, if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company the Spiegel Group's pending bankruptcy proceeding shall be converted from a Chapter 11 proceeding to a Chapter 7 proceeding; or (b) If after emergence from bankruptcy, Spiegel Group shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Spiegel Group to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition, including, but not limited to receiving a bond downgrade or being downgraded by a rating agency to a rating below of BB- according to Standard and Poor's index or an equivalent rating from a comparable source; or (viiviii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (ix) breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, and shall not have remedied such breach or failure within any applicable cure period; or (bc) If after emergence from bankruptcy, a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanySpiegel Group, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanySpiegel Group, or if any petition for any such relief shall be filed against Company Spiegel Group and such petition shall not be dismissed within sixty (60) days; or (cd) If Company Spiegel Group shall default in the performance of or compliance with any material term or violates in a material manner any of the material covenants, representations, warranties or agreements contained in this Agreement and Company Spiegel Group shall not have remedied such default within thirty (30) days after written notice thereof shall have been received by Company Spiegel Group from Bank; or (e) If at anytime the type of Goods and/or Services sold by all Businesses of Spiegel Group materially changes from the type of Goods and/or Services sold by Spiegel Group on the date of execution of this Agreement; or (f) If while Spiegel Group remains in bankruptcy, Bank's funding for the Plan is terminated (other than as a result of a default by Bank under the terms of such funding facility) and Bank is unable to obtain funding on substantially similar terms and Bank has provided Spiegel Group with at least ninety (90) days prior written notice of such termination; or (g) If Spiegel Group does not obtain permanent DIP financing on or before July 31, 2003; or (h) If Spiegel Group does not obtain approval of this Agreement from the United States Bankruptcy Court for the Southern District of New York on or before July 31, 2003.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuingoccurs: (a) If Company Virgin shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Company Virgin to perform under this Agreement or the PlanProgram; (vii) have a change in its financial condition that materially adversely affects the ability of Virgin to perform under this Agreement or the Program; or (viiviii) receive an adverse opinion by its auditors or accountants and/or a negative opinion by same as to its Virgin’s viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyVirgin, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyVirgin, or if any petition for any such relief shall be filed against Company Virgin and such petition shall not be dismissed within sixty (60) days*****; oror ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) If Company Virgin shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company Virgin shall not have remedied such default within thirty (30) days ***** after written notice thereof shall have been received by Company Virgin from Bank; provided that, if such condition is incapable of being remedied within the ***** remedy period and Virgin is diligently proceeding to remedy such condition, then said ***** may be extended to a maximum of *****, or (d) If Bank exercises its rights under Section 8.6 [Force Majeure]; or (e) If at any time during the Term, Virgin’s aggregate number of available seat miles in any ***** have been reduced by more than *****, as compared to Virgin’s aggregate available seat miles in calendar year 2013, then (i) at Bank’s option, the Initial Term shall be extended by one year to permit any unearned portion of the Annual Revenue Guarantees for any prior Program Year to be earned and (ii) if Virgin shall not have remedied such default within ***** after written notice of such event, Bank may terminate this Agreement. During any additional Program Year provided for in this clause Section 7.2(e), no Annual Revenue Guarantee will be payable and no additional amounts will be payable by Bank to Virgin hereunder until the earlier of (i) Virgin’s remedy of the default related to the reduction in available seat miles or (ii) all unearned portions of the Annual Revenue Guarantee paid in any prior Program Year have been fully earned. In the event that Virgin remedies the default and/or Bank elects not to terminate this Agreement, the terms of this Section 7.2(e) will apply again if the event described above occurs in any subsequent period. (f) If at the end of any calendar month during the Term, the number of Members in the Elevate Rewards Program has been reduced by more than *****, as compared to the number of Members in the Elevate Rewards Program as of the Program Commencement Date, and such condition continues unremedied for a period of ***** after the date of occurrence; provided, that if such condition is incapable of being remedied within the ***** remedy period and Virgin is diligently proceeding to remedy such condition, then said ***** shall be extended to a maximum of ***** (and the Initial Term shall be extended by one year to permit any unearned portion of the Annual Revenue Guarantees for any prior Program Year to be earned); provided further, if Virgin is unable to correct the deficiency in such period then Bank shall have the right to terminate the agreement. During any additional Program Year provided for in this clause Section 7.2(f), no Annual Revenue Guarantee will be payable and no additional amounts will be payable by Bank to Virgin hereunder until the earlier of (i) Virgin’s remedy of the default in the reduction in the number of Members in the Elevate Rewards Program or (ii) all unearned portions of the Annual Revenue Guarantee paid in any prior Program Year have been fully earned. In the event that Virgin remedies the default and/or Bank elects not to terminate this Agreement, the terms of this Section 7.2(f) will apply again if the event described above occurs in any subsequent period.

Termination with Cause by Bank; Bank Termination Events. Any of the following conditions or events shall constitute a "“Bank Termination Event" ” hereunder, and unlike the prerequisites for termination for a Special Circumstances Bank Termination Event under Section 9.2.1, Bank may terminate this Agreement immediately without further action if Company causes such Bank Termination Event to occur and be continuing:for the following: 39 (a) If Company Pier 1 shall: (i) generally not pay its debts as they become due; (ii) file, or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (v) be adjudicated insolvent or be involuntarily liquidated; (vi) take corporate action for the purpose of any of the foregoing and any such event shall materially adversely affect the ability of Company Pier 1 to perform under this Agreement or the Plan; (vii) have a materially adverse change in its financial condition which could materially adversely affect the ability of Pier 1 to perform under this Agreement or the Plan; or (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by CompanyPier 1, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of CompanyPier 1, or if any petition for any such relief shall be filed against Company Pier 1 and such order or petition shall not be dismissed dismissed, or appealed, as the case may be, within sixty (60) days; or or (c) If Company Pier 1 shall default in the performance of or compliance with any material term or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Company Pier 1 shall not have remedied such default or violation within thirty (30) days after written notice thereof shall have been received by Company Pier 1 from Bank; or (d) If at any time after the Plan Commencement Date, Pier 1 no longer markets itself as a specialty home goods retailer of the kind it is recognized to be as of the Effective Date, and as a result thereof there is a material decrease in (i) the price point associated with the Goods and/or Services, (ii) the average “ticket” on individual transactions under the Plan, and (iii) the blend in the creditworthiness of Applicants. By way of clarification, unless all three (3) of items (i) through (iii) occur, this subsection will never apply, and even then their occurrence must be caused by Pier 1’s change to its business model as above described. Further, this subsection does not apply to consequences arising from the general state of the economy, changes in consumer behavior and preferences, and/or increases in competition within Pier 1’s “space” in the retail community.