Common use of The Company’s Option to Purchase the Program Assets Clause in Contracts

The Company’s Option to Purchase the Program Assets. (a) If this Agreement expires or is terminated by either Party for whatever reason, the Company, directly or through an Affiliate, has the option to purchase, or arrange the purchase by a third party nominated by the Company (a “Nominated Purchaser”), of the Program Assets from the Bank on customary terms and conditions (unless the Company is the purchaser, in which case the terms shall be no more onerous or less favorable to the Company than those applicable to the Bank in the Purchase Agreement); provided, however, that in all cases, purchase price of the Program Assets will be determined in accordance with Section 17.3. (b) The purchase option is exercisable by the Company serving notice (the “Purchase Notice”) by the later of: (****). (c) If such purchase option is exercised, the Company or the Nominated Purchaser must use commercially reasonable efforts to complete the purchase of the Program Assets within (****) provided, however, that such time period shall be extended as necessary for required regulatory approvals. The date of such completion shall be the “Program Purchase Date.” (d) If this Agreement is terminated by either Party, the purchase price for the Program Assets purchased, payable on the Program Purchase Date, shall be equal to the Fair Market Value of the Accounts and Cardholder Indebtedness determined in accordance with Section 17.3; provided that if this Agreement is terminated by the Company pursuant to Section 16.2(b), then the purchase price so payable shall be the greater of the Fair Market Value and the par value of the Accounts and Cardholder Indebtedness to be purchased on the Program Purchase Date. (e) The Parties will use commercially reasonable efforts to minimize transition costs. Following the provision by either Party of notice of termination or non-renewal of this Agreement or the occurrence of an event that gives rise to a right of termination, or at any time during (****), the Bank shall provide (i) the Company and its prospective or actual Nominated Purchasers with Program-related data of the type that (****) (ii) the Company and its prospective or actual Nominated Purchasers access to information relating to the Program Assets and the performance of the Program, including(****). (f) Each Party shall be responsible for (****). (g) After the Program Purchase Date, the Bank shall have no further rights in or to any Cardholder Data. If the purchase option is not exercised, following the end of the Termination Period, subject to the Bank’s rights in Section 17.4, in no event shall the Bank solicit any Cardholder for any loan, product or service on the basis of such Person’s status as a Cardholder or any other information obtained in connection with the Program without the Company’s prior consent. (h) If the Company exercises its right to purchase, or to select a Nominated Purchaser to purchase, the Program Assets, (****).

The Company’s Option to Purchase the Program Assets. (a) If this Agreement expires or is terminated by either Party for whatever reason, the Company, directly or through an Affiliate, Company has the option to purchase, or arrange the purchase by a third party nominated by the Company (a “Nominated Purchaser”), of the Program Assets from the Bank on customary terms and conditions (unless the Company is the purchaser, in which case the terms shall be and no more onerous to (i) the Bank than those applicable to Chase in the Chase Purchase Agreement or less favorable to (ii) the Company or the Nominated Purchaser than those applicable to the Bank in the Chase Purchase Agreement); provided, however, that in all cases, purchase price of the Program Assets will be determined in accordance with Section 17.3. (b) The purchase option is exercisable by the Company or a Nominated Purchaser serving notice (the “Purchase Notice”) by the later of: (****i) one hundred eighty days prior to expiration of the Term pursuant to Section 16.1 (or one hundred eighty (180) days after notice of termination pursuant to Section 16.2 or Section 16.3, if applicable) or (ii) one hundred eighty (180) days after Company receives the information required to be provided pursuant to Section 17.2(e). (c) If such purchase option is exercised, the Company or the Nominated Purchaser must use commercially reasonable efforts to complete the purchase of the Program Assets within two hundred seventy (****270) days after the notice has been given pursuant to 001549-0001-13793-Active.14250169.10 Section 17.2(b); provided, however, that such time period shall be extended as necessary for required regulatory approvals, rating agency consents. The date of such completion shall be the “Program Purchase Date.” (d) If this Agreement is terminated by either Party, the The purchase price for the Program Assets purchasedpurchased (which for the avoidance of doubt shall include all written off Accounts that have not been sold off in the ordinary course), payable on the Program Purchase Date, shall be equal to to: (i) the Fair Market Value par value (i.e., outstanding amount) as of the Accounts and Program Purchase Date of the Cardholder Indebtedness in respect of the Private Label Accounts that have not been written off in accordance with the Risk Management Policies (and should not have been so written off in accordance with such Risk Management Policies); and (ii) the fair market value, as determined in accordance with Section 17.3; provided that if this Agreement is terminated by the Company pursuant to Section 16.2(b), then the purchase price so payable shall be the greater as of the Fair Market Value and the par value of the Accounts and Cardholder Indebtedness to be purchased on the Program Purchase DateDate of the Co-Branded Accounts. (e) The Parties will use commercially reasonable efforts to minimize transition costs. Following the provision by either Party of notice of termination or non-renewal of this Agreement or the occurrence of an event that gives rise to a right of terminationtermination (or will with the passage of time or giving of notice give rise to such a termination right in the future), or at any time during the eighteen (****18) month period preceding the expiration of the Term, promptly upon the Company's request (but in no event later than twenty (20) days after such request), the Bank shall provide (i) the Company and its prospective or actual Nominated Purchasers with Program-related data of the type that (****) is both permitted to be disclosed by Applicable Law and typically included in a request for proposal process including all information set forth in Schedule 17.2(e)(i), to allow the Company, its advisors and potential bidders to value the Program Assets and provide a comprehensive bid, and (ii) the Company and its prospective or actual Nominated Purchasers access to information the books and records relating to the Program Assets and the performance of the Program, including, to the extent permitted by Applicable Law, Account-level data typically accessed in such a process (****including the information set forth in Schedule 17.2(e)(ii), for the purpose of conducting due diligence investigations to determine whether they wish to purchase the Program Assets. Prior to providing any prospective bidder or Nominated Purchaser with access to any of the foregoing data, the Company shall cause such prospective bidder or Nominated Purchaser to enter into confidentiality arrangements (naming the Bank as a third party beneficiary thereof) that require the prospective or actual Nominated Purchaser to maintain the confidentiality of such information consistent with the requirements of this Agreement and not to use the information other than for the evaluation of whether to make an offer to purchase the Program Assets. During this period, the Bank shall make itself reasonably available to participate in due diligence with prospective or actual Nominated Purchasers. (f) Each Party shall be responsible for (****). (g) After the Program Purchase Date, the Bank shall have no further rights in or to any Cardholder Data. If the purchase option Purchase Option is not exercised, following the end termination of the Termination Period, subject to the Bank’s rights in Section 17.4this Agreement, in no event shall the Bank solicit any Cardholder for any loan, product or service on the basis of such Person’s 's status as a Cardholder or any other information obtained in connection with the Program without the Company’s 's prior consent. For the avoidance of doubt, nothing in the Agreement shall require the Bank to delete Cardholders from general solicitations made by the Bank when such Cardholders' information was obtained independently from third party sources of information. (g) If the Company exercises its right to purchase, or selects a Nominated Purchaser to purchase, the Program Assets, the Bank shall negotiate in good faith with respect to the assignment of Approved Ancillary Products (to the extent such products are not proprietary to the Bank's Credit Card business), if any, to the Company or its Nominated Purchaser. (h) If the Company exercises its right to purchase, or to select a Nominated Purchaser to purchase, the Program Assets, the Bank shall be required, at the Company's option, to continue to service the Accounts for the benefit of the Company or the Nominated Purchaser in accordance with the provisions of this Agreement (****or in the case of a Nominated Purchaser, an interim servicing agreement providing for the terms set forth in this Section 17.2(h) and such other terms as are customary for such agreements) for a period of twelve (12) months (or such shorter period as may be elected by the Company) following the end of the Termination Period. Such servicing shall be in 001549-0001-13793-Active.14250169.10 accordance with the servicing standards set forth herein, including as set forth in Schedule 7.2(a), and the Bank shall be paid a monthly servicing fee on a per active Account basis equal to its actual historical costs, as full compensation for such servicing.

The Company’s Option to Purchase the Program Assets. (a) If this Agreement expires or is terminated by either Party for whatever reason, the Company, directly or through an Affiliate, has the option to purchase, or arrange the purchase by a third party nominated by the Company (a “Nominated Purchaser”), of the Program Assets from the Bank on customary terms and conditions (unless the Company is the purchaser, in which case the terms shall be no more onerous or less favorable to the Company than those applicable to the Bank in the Purchase Agreement); provided, however, that in all cases, purchase price of the Program Assets will be determined in accordance with Section 17.3. (b) The purchase option is exercisable by the Company serving notice (the “Purchase Notice”) by the later of: (of [****)]. (c) If such purchase option is exercised, the Company or the Nominated Purchaser must use commercially reasonable efforts to complete the purchase of the Program Assets within ([****) ]; provided, however, that such time period shall be extended as necessary for required regulatory approvals. The date of such completion shall be the “Program Purchase Date.” (d) If this Agreement is terminated by either Party, the purchase price for the Program Assets purchased, payable on the Program Purchase Date, shall be equal to the Fair Market Value of the Accounts and Cardholder Indebtedness determined in accordance with Section 17.3; provided that if this Agreement is terminated by the Company pursuant to Section 16.2(b), then the purchase price so payable shall be the greater of the Fair Market Value and the par value of the Accounts and Cardholder Indebtedness to be purchased on the Program Purchase Date. (e) The Parties will use commercially reasonable efforts to minimize transition costs. Following the provision by either Party of notice of termination or non-renewal of this Agreement or the occurrence of an event that gives rise to a right of termination, or at any time during ([****)], the Bank shall provide (i) the Company and its prospective or actual Nominated Purchasers with Program-related data of the type that ([****) ], (ii) the Company and its prospective or actual Nominated Purchasers access to information relating to the Program Assets and the performance of the Program, including(, [****)]. (f) Each Party shall be responsible for ([****)]. (g) After the Program Purchase Date, the Bank shall have no further rights in or to any Cardholder Data. If the purchase option is not exercised, following the end of the Termination Period, subject to the Bank’s rights in Section 17.4, in no event shall the Bank solicit any Cardholder for any loan, product or service on the basis of such Person’s status as a Cardholder or any other information obtained in connection with the Program without the Company’s prior consent. (h) If the Company exercises its right to purchase, or to select a Nominated Purchaser to purchase, the Program Assets, (****).

The Company’s Option to Purchase the Program Assets. (a) If this Agreement expires or is terminated by either Party for whatever reason, the Company, directly or through an Affiliate, has the option to purchase, or arrange the purchase by a third party nominated by the Company (a “Nominated Purchaser”), of the Program Assets from the Bank on customary terms and conditions (unless the Company is the purchaser, in which case the terms shall be no more onerous or less favorable to the Company than those applicable to the Bank in the Purchase Agreement)conditions; provided, however, that in all cases, purchase price of the Program Assets will be determined in accordance with Section 17.3. (b) The purchase option is exercisable by the Company serving notice (the “Purchase Notice”) by the later of: (of [****)]. (c) If such purchase option is exercised, the Company or the Nominated Purchaser must use commercially reasonable efforts to complete the purchase of the Program Assets within ([****) ]; provided, however, that such time period shall be extended as necessary for required regulatory approvals. The date of such completion shall be the “Program Purchase Date.” (d) If this Agreement is terminated by either Party, the purchase price for the Program Assets purchased, payable on the Program Purchase Date, shall be equal to the Fair Market Value of the Accounts and Cardholder Indebtedness determined in accordance with Section 17.3; provided that if this Agreement is terminated by the Company pursuant to Section 16.2(b), then the purchase price so payable shall be the greater of the Fair Market Value and the par value of the Accounts and Cardholder Indebtedness to be purchased on the Program Purchase Date. (e) The Parties will use commercially reasonable efforts to minimize transition costs. Following the provision by either Party of notice of termination or non-renewal of this Agreement or the occurrence of an event that gives rise to a right of termination, or at any time during ([****)], the Bank shall provide (i) the Company and its prospective or actual Nominated Purchasers with Program-related data of the type that ([****) ], (ii) the Company and its prospective or actual Nominated Purchasers access to information relating to the Program Assets and the performance of the Program, including(, [****)]. (f) Each Party shall be responsible for ([****)]. (g) After the Program Purchase Date, the Bank shall have no further rights in or to any Cardholder Data. If the purchase option is not exercised, following the end of the Termination Period, subject to the Bank’s rights in Section 17.4, in no event shall the Bank solicit any Cardholder for any loan, product or service on the basis of such Person’s status as a Cardholder or any other information obtained in connection with the Program without the Company’s prior consent. (h) If the Company exercises its right to purchase, or to select a Nominated Purchaser to purchase, the Program Assets, ([****)].