Common use of Interchange Regulation Clause in Contracts

Interchange Regulation. If at any time during the Term there occurs a decline of [***] or more in the interchange rate received by Bank from the Association with respect to Non-Retailer Purchases, as benchmarked against a weighted average interchange rate of [***], then Bank and Retailer shall engage in a good-faith renegotiation of the terms of this Agreement that Bank reasonably believes are necessary to mitigate such material adverse effect; provided, that if the parties have not agreed to such modified terms within thirty (30) days after the initiation of such renegotiation, Bank reserves the right to (a) stop originating any new Co-Brand Accounts, and (b) at Bank’s option, either maintain the then-existing Co-Brand Accounts or convert such Co- Brand Accounts to Private Label Accounts (it being understood that if Bank elects to stop originating Co-Brand Accounts hereunder and to convert such Co-Brand Accounts to Private Label Accounts, the provisions of this Agreement relating solely to the Co-Brand Program shall cease to apply). If Bank elects to exercise its rights under either of clauses (a) or (b) of this Schedule 7.18, Bank shall notify Retailer in advance of such election.

Interchange Regulation. If at any time during the Term there occurs a decline of [***] or more in the interchange rate received by Bank from the Association with respect to Non-Retailer Purchases, as benchmarked against a weighted average interchange rate of [***], then Bank and Retailer shall engage in a good-faith renegotiation of the terms of this Agreement that Bank reasonably believes are necessary to mitigate such material adverse effect; provided, that if the parties have not agreed to such modified terms within thirty (30) days after the initiation of such renegotiation, Bank reserves the right to (a) stop originating any new Co-Brand Accounts, and (b) at Bank’s option, either maintain the then-existing Co-Brand Accounts or convert such Co- Co-Brand Accounts to Private Label Accounts (it being understood that if Bank elects to stop originating Co-Brand Accounts hereunder and to convert such Co-Brand Accounts to Private Label Accounts, the provisions of this Agreement relating solely to the Co-Brand Program shall cease to apply). If Bank elects to exercise effect its rights under either of clauses (a) or (b) of this Schedule 7.18, Bank shall promptly notify Retailer in advance of such election.