Common use of Portfolio Evaluation Clause in Contracts

Portfolio Evaluation. Not earlier than twenty-four (24) months prior to the expiration of this Agreement, Co-Brand Partner may notify FNBO in writing of Co-Brand Partner’s intent to evaluate the Card portfolio (the “Evaluation Notice”). An Evaluation Notice may also be delivered by Co-Brand Partner within thirty (30) days following a notice by either FNBO or Co-Brand Partner of a termination which will trigger the Purchase Option pursuant to Section 3.7. Within fifteen (15) business days following the timely issuance of an Evaluation Notice, FNBO shall provide Co-Brand Partner with aggregate portfolio level information for Co-Brand Partner to include in an RFP for the purpose of permitting Networks to evaluate, and potential purchasers to adequately determine their interest in bidding upon, the Card portfolio (the “RFP Data”). Such RFP Data shall include aggregate portfolio level information and KPI’s for the previous two (2) years broken out by year. If more than one potential purchaser requests additional information regarding the Card portfolio customary for this type of transaction, FNBO will provide to Co-Brand Partner such additional information in a timely manner. Prior to any RFP Data or other information being provided pursuant to this Section 2, FNBO shall be entitled to require any potential purchaser and such potential purchaser’s advisors and representatives to enter into commercially reasonable confidentiality arrangements with FNBO that covers the RFP Data and other information supplied by FNBO under this Section 2. Such confidentiality arrangements shall be substantially as protective as the confidentiality provisions set forth in Section 7 of the Agreement.