Common use of Purchase of Accounts Clause in Contracts

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with 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. billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.

Purchase of Accounts. Upon termination of this Agreement, VS or its Nominated Purchaser will have the option to purchase all the Accounts and then-outstanding Account balances related thereto except for those Accounts previously written-off by Bank and those in litigation (in accordance with the write-off policy then applicable to the Plan and subject to the terms of any securitization of such Account balances) without recourse to Bank, and will be provided with the Master File Information set forth in Schedule 2.8 and such other information as mutually agreed by the parties. All securitized receivables will be transferred back to Bank prior to the purchase. The purchase price for the Accounts shall be [****]. If accounts are purchased more than [****] days after termination, fair market value shall be determined by assuming a viable, ongoing program with VS in the valuation. If the parties are unable to mutually agree to the fair market value of the receivables within [****] days of a requested valuation, the Business Review Committee shall select a neutral party to determine the fair market value. The cost for such neutral appraisal shall be incurred equally by the parties. If the Business Review Committee cannot together agree on the neutral party to determine the fair market value, then each party shall select, retain, and pay the full cost of its own such recognized, experienced professional, and those two professionals shall together select a professional appraiser (entity or individual) with recognized standing and experience in valuing retail credit card portfolios (the “Appraiser”). Each of Bank and VS (and/or its designee) shall jointly provide such information to the Appraiser as is necessary to permit the Appraiser to provide a valuation as of a common date, which shall be within a reasonable time of the date the Appraiser was retained. The Parties shall use commercially reasonable efforts to minimize transaction costs and Bank shall provide VS and the Nominated Purchaser and their respective representatives reasonable access to the records and accounts for the purpose of conducting due diligence investigations to determine whether they wish to purchase the Accounts and Account balances and shall provide as soon as reasonably practicable (but in no event more than [****] days following a request therefore from VS or its Nominated Purchaser) a master file of the Accounts (which shall include data for at least the [****] month period preceding the month in which the master file is requested and shall be updated upon request of VS); provided, however, that Bank shall be entitled to require any Nominated Purchaser to enter into customary confidentiality arrangements before providing it with such access. Beginning [****] months prior to the expiration of the Initial Term or any Renewal Term, Bank will, upon VS’s request, but no more than [****], provide VS with Bank’s standard master file of monthly Plan data and Bank shall provide VS, within [****] weeks after such request, the Plan metrics set forth in Schedule 9.5, RFP Plan Metrics, in order to permit potential third party purchasers (who have executed a non-disclosure agreement with Bank containing terms and conditions customary in the industry) to value a portfolio in the marketplace. The Parties shall promptly negotiate in good faith and execute a purchase agreement for the Accounts and Account balances to be repurchased. The Parties shall not unreasonably withhold or delay execution of such purchase agreement or any other documents necessary to effectuate such sale. The Parties shall use reasonable efforts to ensure that the closing for the repurchase of the Accounts and Account balances occurs as promptly as reasonably practicable following the execution of such purchase agreement. All payments by VS or its Nominated Purchaser pursuant to this Section 9.5 shall be made on the date of the completion of the purchase transaction. If VS exercises its option to purchase the Accounts, or have the Accounts purchased by a Nominated Purchaser: (a) Bank will provide reasonable cooperation as is typical within the credit card industry regarding the transfer of the Accounts to a new processor including, without limitation, provision of a Cardholder master file updated on a quarterly basis; (b) Bank will upon termination of this Agreement destroy any Customer lists provided to it by either party, Spiegel Group or VS; (c) Bank shall subject to the terms of mutually agreeable Purchase Agreement between Bank and the new processor agree to transfer its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (rights in the case of eligible Accounts upon the closing thereof; and (d) after termination in a particular state, for the purposes of this Section 9.5Agreement, consummation of the term "Accounts" Purchase and conversion of the purchased Accounts to the new provider, Bank shall refer to not thereafter solicit any of the Cardholders (except for any Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined not included by Bank which shall be equal in the sale), based on such Cardholder’s status as a Plan Cardholder, with respect to the book value any loan, product or service. Upon any termination of such Accounts and the receivables related theretothis Agreement, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in VS (at its sole expense) shall notify all Cardholders that Bank is no longer the event processor of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Eventtheir Credit Card accounts, or and (ii) if VS and Bank shall cooperate in facilitating the transition to a new processor. If at the any time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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 within [****] HEREIN. months after termination of this Agreement VS elects to enter into a private label or co-branded private label brand credit card program with another provider or starts such program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Groupitself, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group then VS or its designee, without recourse, all of its right, title and interest in and Nominated Purchaser shall be obligated to purchase the Accounts and receivables related thereto being transferred as set forth above. Bank shall provide reasonable assistance in connection with the conversion of the Accounts and Account balances to the systems of VS or the Nominated Purchaser, including provision of termination assistance services in accordance with the provisions of this Agreement, as specified in Section 9.8, until such conversion occurs. If VS elects not to purchase the Accounts, or have the Accounts purchased by a Nominated Purchaser, then upon termination of this Agreement (A) Bank shall remain the owner of the Accounts and receivables, (B) Bank shall destroy all Customer lists provided to it by VS, and (C) VS shall have the right to retain the Cardholder list as a part of VS’s customer database with no restrictions as to its use other than those that may be imposed by Applicable Law. Notwithstanding Bank’s ownership of the Accounts and receivables, Bank agrees that Bank will deliver not sell the Accounts and associated receivables to, or rebrand the Accounts for the benefit of, any specialty retailer that competes with VS in the marketplace including, without limitation, [****] including all related documentationdivisions, subsidiaries and brands of any of the foregoing.

Purchase of Accounts. (i) Upon the expiration or termination of this Agreement Agreement, (A) BFC shall have the right, exercisable by either partyproviding written notice to CB&T, Spiegel Group or its designee to purchase, and (B) CB&T shall purchase from Bank have the right, exercisable by providing written notice to BFC, to cause BFC to purchase, all unpaid of the Credit Card Accounts and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in to the case extent not previously purchased by BFC) all of termination in a particular state, for the purposes Credit Card Receivables as of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses date of such Cardholders at purchase. BFC may fulfill such obligation by arranging for said purchase to be made by a third party designated by BFC. The purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination a purchase and sale under this Section 8.1(e) shall be the full face amount of the Agreement Credit Card Receivables being purchased plus an out-of-pocket expenses reasonably incurred by Spiegel Group CB&T in connection with such sale. CB&T shall transfer to BFC or a financial institution designated by BFC the Deposit Accounts held as security by CB&T for a Spiegel Group Termination Event, or the Credit Card Accounts and assign to BFC the security agreements related to the Deposit Accounts. (ii) if CB&T shall transfer to BFC all books and records relating to the Accounts and each party shall return all property belonging to the other party which is in its possession or control at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; and shall discontinue the use of and return to the other party, or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination at the request of the Plan in a particular state by Bank (in other party destroy, all written and printed materials bearing the case of termination in a particular stateother party's name and logo. At BFC's request, for upon the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination transfer of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to BankAccounts, Bank CB&T shall assign to Spiegel Group BFC or its designee, as the case may be, its rights under the Processing Agreement, the Servicing Agreement, the Remittance Agreement and the SDC Agreement. (iii) In the event BFC defaults in its obligation to purchase the Accounts, CB&T (without recourselimiting any other remedy it may have) may elect to retain the Accounts, all of in which case it shall so notify BFC and may repurchase from BFC its right, title and interest in and the Credit Card Receivables, at par, or the parties may mutually agree to sell the Accounts and receivables related thereto being transferred and will deliver all related documentationCredit Card Receivables to an unrelated purchaser, in which case any premium received on the sale of the Accounts shall be payable in full to BFC.

Purchase of Accounts. Upon (i) Marketer shall have the right, exercisable by providing written notice to Bank during the term of this Agreement and continuing until the expiration of sixty (60) days following the termination of this Agreement, to purchase all of the Credit Card Accounts (either directly or through a qualified financial institution) and (to the extent not previously purchased by Marketer) all of the Credit Card Receivables as of the date of such purchase. This Agreement shall terminate upon the consummation of such purchase. Marketer may fulfill such obligation by arranging for said purchase to be made by a third party designated by Marketer. Marketer shall close the purchase of the Credit Card Accounts within one hundred eighty (180) days from the date Marketer provides notice of its intent to purchase to Bank. The purchase price in the event of a purchase and sale under this Section 8.1(e) shall be the sum of 100% of the Program Receivables owned by Bank on the date of purchase and any remaining fees and other amounts due Bank under this Agreement. Marketer shall also reimburse Bank for all expenses incurred by Bank in connection with the purchase of the Accounts, including, but not limited to, any conversion costs or termination fees payable to the processor of the Credit Card Accounts, Bank’s attorneys’ fees incurred in connection with the transfer, and all other out-of-pocket costs and expenses incurred by Bank in connection with the sale and transfer of the Credit Card Accounts. Marketer shall further remain in compliance with all of the provisions of this Agreement, including the daily purchase of new Credit Card Receivables, the maintenance of the required balance in the Settlement Reserve, and the timely payment of all other fees and sums called for under this Agreement through the date of purchase. (ii) Bank shall have the right, exercisable by providing written notice to Marketer following the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more prior to the expiration of sixty (60) days contractually past due (in following the case of termination in a particular state, for the purposes of this Section 9.5Agreement, to cause Marketer to purchase all of the term "Accounts" shall refer to Credit Card Accounts belonging to Cardholders with billing addresses in such state(either directly or through a qualified financial institution) and (to the listing extent not previously purchased by Marketer) all of names and addresses the Credit Card Receivables as of the date of such Cardholders at purchase. Marketer may fulfill such obligation by arranging for said purchase to be made by a third party designated by Marketer. Marketer shall close the purchase of the Credit Card Accounts within one hundred eighty (180) days from the date Bank provides notice of its intent to cause Marketer to purchase all of the Credit Card Accounts from Bank. The purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination a purchase and sale under this Section 8.1(e) shall be the sum of 100% of the Program Receivables owned by Bank on the date of purchase and any remaining fees and other amounts due Bank under this Agreement. Marketer shall also reimburse Bank for all expenses incurred by Bank in connection with the purchase of the Accounts, including, but not limited to, any conversion costs or termination fees payable to the processor of the Credit Card Accounts, Bank’s attorneys’ fees incurred in connection with the transfer, and all other out-of-pocket costs and expenses incurred by Bank in connection with the sale and transfer of the Credit Card Accounts. Marketer shall further remain in compliance with all of the provisions of this Agreement, including the daily purchase of new Credit Card Receivables, the maintenance of the required balance in the Settlement Reserve, and the timely payment of all other fees and sums called for under this Agreement by Spiegel Group for a Spiegel Group Termination Eventthrough the date of closing. (iii) If Marketer purchases the Credit Card Accounts under this Section, Bank shall transfer to Marketer all books and records relating to the Accounts and Credit Card Receivables and each party shall return all property belonging to the other party which is in its possession or (ii) if control at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant and shall discontinue the use of and return to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in other party such books and records. In the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, event Marketer fails to purchase the Accounts as set forth above unless Spiegel Group shall establish within one hundred eighty (itself or through an Affiliate or third party180) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after days from the termination date of this Agreement or if Marketer fails to remain in compliance with the other provisions of this Agreement following the termination and before the closing of any purchase of the Credit Card Accounts, Bank (without limiting any other remedy it may have) may elect to either retain or close the Accounts. In the event Bank retains the Accounts, Bank shall so notify Marketer and Bank may sell the Accounts and Credit Card Receivables owned by Bank, if any, to an unrelated purchaser. In the event Bank elects to close the Accounts as provided herein, Marketer shall reimburse Bank for all expenses incurred by Bank in connection with the closing of the Accounts including, but not limited to, any termination fees payable to the processor of the Accounts, Bank’s attorneys’ fees incurred in connection with the closing of the Accounts, and all other out-of-pocket costs and expenses incurred by Bank in connection with the closing of the Accounts. Further, Marketer shall remain in compliance with all provisions of this Agreement. Bank agrees that upon receipt , including the daily purchase of notice new Credit Card Receivables, the maintenance of termination from Spiegel Groupthe required balance in the Settlement Reserve, Bank will not from and the timely payment of all other fees and sums called for under this Agreement. (iv) From and after the date of receipt of any purchase under this Section by Marketer, Bank agrees to (A) segregate, specially ▇▇▇▇ and otherwise appropriately identify all Accounts purchased by Marketer as belonging to Marketer and (B) to execute and deliver to Marketer such notice until additional documents and instruments and to take such action, all without further consideration, as Marketer shall reasonably request to effectuate the termination dategiving, unless required granting, bargaining, sale, conveyance, setting over, delivery, transfer, confirmation and assignment provided for therein, including, without limitation, such Uniform Commercial Code financing statements as may be requested by Applicable Law or safety Marketer. (v) Bank shall (A) give such further assurances to Marketer and soundness considerationsshall execute, acknowledge and deliver all such acknowledgments, assignments and other instruments and take such further action as may be reasonably necessary and appropriate to effectively vest in Marketer the full legal and equitable title to all Accounts and Credit Card Receivables purchased by Marketer and (B) make any material changes reasonable efforts to assist Marketer in Bank's collections or new Accounts underwriting procedures. In the case of either termination orderly transition of the Agreement or termination operations being acquired by Marketer, including sending to Marketer any payments on Accounts which may be received by Bank after closing. Bank and Marketer agree to work with each party’s personnel to assure a smooth transition of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables continuity of operations with respect to the Accounts. Marketer shall reimburse Bank on demand for all reasonable out-of-pocket expenses incurred by Bank in connection with any such transition of the Accounts, so long as such transition is not caused by Bank’s breach of this Agreement or any relevant related thereto being transferred agreement. (vi) If, upon termination of this Agreement, Bank retains the Accounts or sells the Accounts and will any Program Receivables owned by Bank to an unrelated purchaser, Marketer agrees to execute and deliver to Bank or the unrelated purchaser, as the case may be, such additional documents and instruments and agrees to take such action, all related documentationwithout further consideration, as Bank or such purchaser shall reasonably request to effectuate the giving, granting, bargaining, sale, conveyance, setting over, delivery, transfer, confirmation and assignment provided for therein, including, without limitation, such Uniform Commercial Code financing statements as may be requested by Bank or such Purchaser.

Purchase of Accounts. (a) Upon termination of this Agreement, Company will have the option to purchase the then-outstanding Credit Card Account balances not previously written-off by Bank (subject to the terms of any securitization of such account balances) at the face amount thereof, without recourse to Bank, and will be provided with all related Account information and other Account data; provided that Company will be required to purchase such then-outstanding Credit Card Account balances on such terms if Company objects to any automatic extension of this Agreement pursuant to Section 9.1. All payments by Company pursuant to this Section 9.6 shall be made not later than one (1) Business Day after termination of this Agreement by either party, Spiegel Group or its designee shall purchase from wire transfer of immediately available funds to an account notified by Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due to Company not less than two (in 2) Business Days prior to the case of payment date. Upon any termination in a particular state, for the purposes of this Section 9.5Agreement, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) Company (at its sole expense) shall notify all Cardholders that Bank is no longer the processor of their Credit Card accounts, and (ii) Company and Bank shall cooperate in facilitating the transition to a new processor. (b) Upon receipt of any notice of termination from Company, delivery of any notice of termination by Bank, or in the event of any termination of Bank's separate ▇▇▇▇▇▇ catalogue credit card program Bank shall divide all then-outstanding Credit Card receivables generated through the use of Credit Cards under the "▇▇▇▇▇▇" and "▇▇▇▇▇▇ New York" Marks into separate retail and mail order memo Account balances based on the ratio of retail and mail order Purchases by the relevant Cardholder during the twelve (12) months preceding the month in which such notice is received or delivered by the Bank, as the case may be. During the period between the delivery of such notice and termination of this Agreement by Spiegel Group for a Spiegel Group Termination Eventor Bank's ▇▇▇▇▇▇ catalogue credit card program, or (ii) if purchases and returns through such Credit Cards shall be applied to the relevant Account balance based upon the source of the relevant purchase and payments, finance charges and any other adjustments will be applied to the separate balances based upon mail order/retail Account balance ratios of such Accounts at the time end of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) the preceding month. Upon termination of this Agreement, the Plan Company will have the option to purchase the then-outstanding "▇▇▇▇▇▇" and "▇▇▇▇▇▇ New York" retail Account balances, as well as any other (excluding ▇▇▇▇▇▇ and ▇▇▇▇▇▇ New York mail order) Account balances, in a particular state by Bank accordance with subsection (in the case of termination in a particular state, for the purposes a) of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation9.6.

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination of the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, to purchase the Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination of the Agreement or termination of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentation.

Purchase of Accounts. Upon the termination submission of an Invoice certified by Borrower as being true and correct, Lender may, in its sole and absolute discretion, purchase the Eligible Account reflected on the Invoice by paying to Borrower or on Borrower's behalf an aggregate amount equal to one hundred percent (100%) of the Eligible Account reflected on the Invoice, less the deduction by Lender of such reserves and payment of such amounts pursuant to Section 2.2 as Lender deems proper and necessary. Notwithstanding anything in this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in to the case of termination in a particular state, for the purposes of this Section 9.5contrary, the term "Accounts" Lender shall refer have no obligation to purchase an Eligible Account if the aggregate of the face amounts of all then outstanding Eligible Accounts belonging to Cardholders with billing addresses in such state) purchased by Lender is more than $7,000,000. Borrower agrees that any and the listing all purchases of names and addresses of such Cardholders at a purchase price to be determined by Bank which Accounts shall be made "WITH RECOURSE" to the Borrower. The Borrower represents and warrants to Lender that each of the Accounts so purchased are Accounts due and payable within sixty (60) days after the date the Customer receives the goods shipped by the Borrower with respect to such Account. If all or any part of any Account which has been purchased by Lender is not paid in full within the earlier of seventy-five (75) days after the date of purchase by Lender or fifteen (15) days following the invoice due date, then upon demand of Lender, the Borrower agrees to immediately repurchase the Account from Lender for an amount equal to the book value Invoice Amount of the account, plus any Service Charges that are due with respect to such Account, and less the amount that was credited to Borrower's Reserve Account with respect to such Account. Nothing contained in this Agreement shall, at any time, require Lender to make account purchases or other extensions of credit to Borrower and the making and amount of such Accounts account purchases or other extensions of credit to Borrower under this Agreement shall at all times be in Lender's sole and the receivables related theretoabsolute discretion. Lender may, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event exercise of termination of such discretion, at any time and from time to time, increase or decrease the Agreement by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant percentages to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, applied to purchase the Eligible Accounts as set forth above unless Spiegel Group shall establish (itself or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of which are contained in this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt of such notice until the termination date, unless required by Applicable Law or safety and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting proceduresSection 2.1. In the case event such percentages are decreased, such decrease shall become effective immediately for the purpose of either termination of calculating the Agreement amount which Lender may be willing to advance, or termination of the Plan in a particular state and upon payment of the purchase price allow to Bankremain outstanding, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentationagainst Eligible Accounts.

Purchase of Accounts. Upon the termination of this Agreement by either party, Spiegel Group or its designee shall purchase from Bank all unpaid and outstanding Accounts, excluding Accounts that are 181 or more days contractually past due (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in (A) Marketer shall have the event of termination of the Agreement right, exercisable by Spiegel Group for a Spiegel Group Termination Event, or (ii) if at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; or (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of the Plan in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior providing written notice to Bank, to purchase within 30 days, and (B) Bank shall have the Accounts as set forth above unless Spiegel Group shall establish (itself right, upon the expiration or through an Affiliate or third party) another private 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. label or co-branded private label credit card program for its Businesses within 24 months after the termination date of this Agreement. Bank agrees that upon receipt , exercisable by providing written notice to Marketer, to cause Marketer to purchase, all of notice the Credit Card Accounts and (to the extent not previously purchased by Marketer) all of termination from Spiegel Group, Bank will not from the Credit Card Receivables as of the date of receipt such purchase, and this Agreement shall terminate upon the consummation of such notice until purchase. Marketer may fulfill such obligation by arranging for said purchase to be made by a third party designated by Marketer. The purchase price in the termination date, unless required by Applicable Law or safety event of a purchase and soundness considerations, make any material changes in Bank's collections or new Accounts underwriting procedures. In the case of either termination sale under this Section 8.1 (d) shall be equal to 100% of the Agreement or termination Program Receivables owned by Bank on the date of the Plan in a particular state and upon payment of the purchase. The purchase price to Bank, should close within 30 days. (ii) Bank shall assign transfer to Spiegel Group or its designee, without recourse, Marketer all of its right, title books and interest in and records relating to the Accounts and receivables related thereto being transferred Credit Card Receivables and will each party shall return all property belonging to the other party which is in its possession or control at the time of termination. In the event Marketer defaults in its obligation to purchase the Accounts and Marketer’s Letter of Credit become exhausted, Bank (without limiting any other remedy it may have) may elect to retain the Accounts, in which case Bank shall so notify Marketer, or the parties may mutually agree to sell the Accounts and Credit Card Receivables to an unrelated purchaser, in which case any premium received on the sale of the Accounts shall be payable in full to Marketer, less any fees due to Bank under this Agreement and any reasonable expenses actually incurred by Bank in connection with the sale of the Accounts. (iii) From and after the date of purchase, Bank agrees to (A) segregate, specially ▇▇▇▇ and otherwise appropriately identify all Accounts purchased by Marketer as belonging to Marketer and (B) to execute and deliver to Marketer such additional documents and instruments and to take such action, all without further consideration, as Marketer shall reasonably request to effectuate the giving, granting, bargaining, sale, conveyance, setting over, delivery, transfer, confirmation and assignment provided for therein, including, without limitation, such Uniform Commercial Code financing statements as may be requested by Marketer. (iv) Bank shall (A) give such further assurances to Marketer and shall execute, acknowledge and deliver all related documentationsuch acknowledgments, assignments and other instruments and take such further action as may be reasonably necessary and appropriate to effectively vest in Marketer the full legal and equitable title to all Accounts and Credit Card Receivables purchased by Marketer and (B) make reasonable efforts to assist Marketer in the orderly transition of the operations being acquired by Marketer, including sending to Marketer any payments on Accounts which may be received by Bank after closing. Bank agrees to work with Marketer’s personnel to assure a smooth transition of the Accounts and continuity of operations with respect to the Accounts.

Purchase of Accounts. Upon (i) (A) CompuCredit shall have the right, exercisable by providing written notice to CB&T, to purchase, and (B) CB&T shall have the right, upon the expiration or termination of this Agreement, exercisable by providing written notice to CompuCredit, to cause CompuCredit to purchase, all of the Credit Card Accounts and (to the extent not previously purchased by CompuCredit) all of the Credit Card Receivables as of the date of such purchase; provided, however, that should CompuCredit exercise its right to purchase the Credit Card Accounts before that date which is two years following the date of this Agreement by either party(the "Initial Termination Date"), Spiegel Group or its designee then (1) CompuCredit and CB&T shall purchase from Bank all unpaid and outstanding Accountsexecute, excluding Accounts that are 181 or more days contractually past due in conjunction with any such purchase, the Facilities Management Services Agreement (substantially in the case form attached hereto as Exhibit E), (2) such Facilities Management Services Agreement shall have an initial term that will expire on the initial Termination Date, and (3) this Agreement shall terminate upon the signing of termination such Facilities Management Services Agreement. CompuCredit may fulfill such obligation by arranging for said purchase to be made by a third party designated by CompuCredit. The purchase price in the event of a particular state, for the purposes of purchase and sale under this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state8.1(e) and the listing of names and addresses of such Cardholders at a purchase price to be determined by Bank which shall be equal to the book value of such Accounts and the receivables related thereto, including without limitation all accrued finance charges and fees, whether or not billed or posted to the Accounts. Provided, however, that (i) in the event of termination 100% of the Agreement Program Receivables owned by Spiegel Group for a Spiegel Group Termination Event, or CB&T on the date of purchase. (ii) if CB&T shall transfer to CompuCredit all books and records relating to the Accounts and Credit Card Receivables and each party shall return all property belonging to the other party which is in its possession or control at the time of termination Spiegel Group has not emerged from its pending bankruptcy proceeding; and shall discontinue the use of and return to the other party, or at the request of the other party destroy, all written and printed materials bearing the other party's name and logo. (iii) if this Agreement is terminated pursuant to Section 10.11; or (iv) termination of In the Plan event CompuCredit defaults in a particular state by Bank (in the case of termination in a particular state, for the purposes of this Section 9.5, the term "Accounts" shall refer to Accounts belonging to Cardholders with billing addresses in such state), Spiegel Group shall not be required, but may elect to do so with prior written notice to Bank, its obligation to purchase the Accounts as set forth above unless Spiegel Group and CompuCredit's Letter of Credit becomes exhausted, CB&T (without limiting any other remedy it may have) may elect to retain the Accounts, in which case CB&T shall establish so notify CompuCredit and may repurchase from CompuCredit CompuCredit's interest in any Credit Card Receivables, for a total price equal to 100% of the Program Receivables owned by CompuCredit on the purchase date, or the parties may mutually agree to sell the Accounts and Credit Card Receivables to an unrelated purchaser, in which case any premium received on the sale of the Accounts shall be payable in full to CompuCredit, less any fees due to CB&T under this Agreement and any reasonable and actually incurred expenses incurred by CB&T in connection with the sale of the Accounts. (itself or through an Affiliate or third partyiv) another private 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. label or co-branded private label credit card program for its Businesses within 24 months From and after the termination date of this Agreement. Bank agrees that upon receipt of notice of termination from Spiegel Group, Bank will not from the date of receipt purchase, CB&T agrees to (A) segregate, specially ▇▇▇▇ and otherwise appropriately identify all Accounts purchased by CompuCredit as belonging to CompuCredit and (B) to execute and deliver to CompuCredit such additional documents and instruments and to take such action, all without further consideration, as CompuCredit shall reasonably request to effectuate the giving, granting, bargaining, sale, conveyance, setting over, delivery, transfer, confirmation and assignment provided for therein, including, without limitation, such Uniform Commercial Code financing statements as may be requested by CompuCredit. CompuCredit agrees to reimburse CB&T for those reasonable and customary outside legal fees actually incurred related to the purchase not to exceed $5,000 in aggregate, if the purchase is by CompuCredit or an affiliate of CompuCredit. CompuCredit agrees to reimburse CB&T for those reasonable and customary outside legal fees actually incurred relating to a purchase by an entity that is not CompuCredit or an affiliate of CompuCredit. (v) CB&T shall (A) give such notice until further assurances to CompuCredit and shall execute, acknowledge and deliver all such acknowledgements, assignments and other instruments and take such further action as may be reasonably necessary and appropriate to effectively vest in CompuCredit the termination date, unless required full legal and equitable title to all Accounts and Credit Card Receivables purchased by Applicable Law or safety CompuCredit and soundness considerations, (B) make any material changes reasonable efforts to assist CompuCredit in Bank's collections or new Accounts underwriting procedures. In the case of either termination orderly transition of the Agreement or termination operations being acquired by CompuCredit, including sending to CompuCredit any payments on Accounts which may be received by CB&T after Closing. CB&T agrees to work with CompuCredit's personnel to assure a smooth transition of the Plan in a particular state and upon payment of the purchase price to Bank, Bank shall assign to Spiegel Group or its designee, without recourse, all of its right, title and interest in and to the Accounts and receivables related thereto being transferred and will deliver all related documentationcontinuity of operations with respect to the Accounts.