FIRST AMENDED AND RESTATED PRODUCTION SERVICES AGREEMENT by and between RETAILER CREDIT SERVICES, INC. and FIRST DATA RESOURCES, LLC Dated As Of December 1, 2009

Exhibit 10.73

CONFIDENTIAL TREATMENT REQUESTED

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “***”.

AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.

Final Execution Version

FIRST AMENDED AND RESTATED

PRODUCTION SERVICES AGREEMENT

by and between

RETAILER CREDIT SERVICES, INC.

and

FIRST DATA RESOURCES, LLC

Dated As Of

December 1, 2009

Final Execution Version

TABLE OF CONTENTS

TABLE OF CONTENTS							I
LIST OF SCHEDULES							IV
1.		BACKGROUND AND OBJECTIVES					1
1.1				BACKGROUND			1
1.2				OBJECTIVES			1
1.3				CONSTRUCTION			2
2.		DEFINITIONS					2
2.1				CERTAIN DEFINITIONS			2
2.2				OTHER TERMS			6
3.		PROVISION OF PRODUCTION SERVICES					6
3.1				SCOPE			6
3.2				IMPLIED SERVICES			6
3.3				OTHER ENTITIES			6
3.4				PRODUCTION SERVICES PERFORMED BY RCSI OR THIRD PARTIES			7
3.5				COOPERATION WITH THIRD PARTIES			7
3.6				EVOLUTION OF THE PRODUCTION SERVICES			8
3.7				NEW PRODUCTION SERVICES			8
3.8				SYSTEM ENHANCEMENTS			9
4.		TERM					10
4.1				INITIAL TERM			10
4.2				EXTENSION			10
5.		FIRST DATA PERSONNEL					10
5.1				KEY FIRST DATA POSITIONS			10
5.2				QUALIFICATIONS, RETENTION AND REPLACEMENT OF FIRST DATA PERSONNEL			11
6.		PERFORMANCE					12
6.1				MANNER OF PERFORMANCE			12
6.2				PLACE OF PERFORMANCE			13
6.3				TIME OF PERFORMANCE			13
6.4				PERFORMANCE IMPROVEMENT			13
6.5				COMPLIANCE WITH LAWS			13
6.6				COMPLIANCE WITH RCSI’S SECURITY REQUIREMENTS			14
6.7				COMPLIANCE WITH RCSI STATEMENT OF PRINCIPLES ON HUMAN RIGHTS			15
6.8				COMPLIANCE WITH RCSI INTEGRITY POLICIES			15
6.9				CANADIAN REQUIREMENTS			15
7.		PROJECT AND CONTRACT MANAGEMENT					15
7.1				FIRST DATA - RCSI CONTACTS			15
7.2				STEERING COMMITTEE			16
7.3				REPORTS AND MEETINGS			16
7.4				PROCEDURES MANUAL			19
7.5				CHANGE CONTROL PROCEDURE			19
7.6				USE OF SUBCONTRACTORS			21
7.7				QUALITY ASSURANCE AND IMPROVEMENT PROGRAMS			22
7.8				PRODUCTIVITY AND MANAGEMENT TOOLS			22
7.9				RESTRICTIVE COVENANT			23

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8.		AUDITS					23
8.1				AUDIT RIGHTS			23
8.2				AUDIT FOLLOW-UP			24
8.3				ANNUAL AUDIT			25
8.4				RECORD KEEPING AND RECORD RETENTION			25
8.5				SCOPE OF AUDITS			26
8.6				CONFIDENTIALITY OF AUDITS			26
8.7				FINANCIAL REPORTS			26
9.		RCSI RESPONSIBILITIES					26
9.1				RESPONSIBILITIES			26
9.2				SAVINGS CLAUSE			26
10.		CHARGES					27
10.1				GENERAL			27
10.2				PASS-THROUGH EXPENSES			27
10.3				INCIDENTAL EXPENSES			27
10.4				TAXES			28
11.		INVOICING AND PAYMENT					30
11.1				INVOICING			30
11.2				PAYMENT DUE			30
11.3				ACCOUNTABILITY			30
11.4				PRORATION			31
11.5				REFUNDABLE ITEMS			31
11.6				DEDUCTION			31
11.7				DISPUTED CHARGES			31
12.		SAFEGUARDING OF DATA; CONFIDENTIALITY					31
12.1				RCSI INFORMATION			31
12.2				SAFEGUARDING RCSI DATA			32
12.3				FIRST DATA INFORMATION			32
12.4				SAFEGUARDING FIRST DATA DATA			33
12.5				CONFIDENTIALITY			33
12.6				RETURN OR DESTRUCTION			36
12.7				PROVISIONS FOR DATA COMPLIANCE			36
12.8				SECURITY ASSESSMENT/DUE DILIGENCE			37
12.9				SURVIVAL			37
13.		REPRESENTATIONS AND WARRANTIES					37
13.1				WORK STANDARDS			37
13.2				MAINTENANCE			37
13.3				EFFICIENCY AND COST EFFECTIVENESS			38
13.4				TECHNOLOGY			38
13.5				NON-INFRINGEMENT			38
13.6				OWNERSHIP AND USE OF SOFTWARE AND RELATED MATERIALS			38
13.7				ABSENCE OF LITIGATION			38
13.8				INDUCEMENTS			38
13.9				VIRUSES			38
13.10				DISABLING CODE			39
13.11				DISCLAIMER			39

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14.		INSURANCE AND RISK OF LOSS					39
14.1				INSURANCE			39
14.2				RISK OF LOSS			40
15.		INDEMNITIES					40
15.1				INDEMNITY BY FIRST DATA			40
15.2				INDEMNITY BY RCSI			41
15.3				ADDITIONAL INDEMNITIES			42
15.4				INFRINGEMENT			42
15.5				INDEMNIFICATION PROCEDURES			42
15.6				SUBROGATION			43
16.		LIABILITY					43
16.1				GENERAL INTENT			43
16.2				LIABILITY LIMITATIONS			43
16.3				FORCE MAJEURE			44
17.		DISPUTE RESOLUTION					45
17.1				INFORMAL DISPUTE RESOLUTION			45
17.2				ARBITRATION			46
17.3				LITIGATION			47
17.4				CONTINUED PERFORMANCE			47
17.5				GOVERNING LAW			47
18.		TERMINATION					48
18.1				TERMINATION FOR CAUSE			48
18.2				TERMINATION UPON CHANGE OF CONTROL			49
18.3				TERMINATION FOR CONVENIENCE			49
18.4				TERMINATION DUE TO FAILURE BY FIRST DATA TO RESET PURSUANT TO SECTION 16.2(D)			49
18.5				EXTENSION OF TERMINATION EFFECTIVE DATE			49
18.6				TERMINATION/EXPIRATION ASSISTANCE			49
18.7				EQUITABLE REMEDIES			52
19.		GENERAL					53
19.1				BINDING NATURE AND ASSIGNMENT			53
19.2				ENTIRE AGREEMENT; AMENDMENT			53
19.3				NOTICES			53
19.4				COUNTERPARTS			54
19.5				MUTUAL RELEASE OF CLAIMS			54
19.6				HEADINGS			54
19.7				RELATIONSHIP OF THE PARTIES			55
19.8				SEVERABILITY			55
19.9				CONSENTS AND APPROVAL			55
19.10				WAIVER OF DEFAULT; CUMULATIVE REMEDIES			55
19.11				SURVIVAL			55
19.12				PUBLIC DISCLOSURES			55
19.13				SERVICE MARKS			56
19.14				THIRD PARTY BENEFICIARIES			56
19.15				COVENANT OF GOOD FAITH			56
19.16				ORDER OF PRECEDENCE			56
19.17				INTERPRETATION			56
19.18				RELATIONSHIP TO ORIGINAL AGREEMENT			57

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LIST OF SCHEDULES

Schedule A:		Services
Schedule B:		Service Levels
Schedule C:		Charges by First Data to RCSI
Schedule D:		Key First Data Positions
Schedule E:		Facilities
Schedule F:		*** Subcontractors
Schedule G:		Reports
Schedule H:		Human Rights
Schedule I:		RCSI Integrity Policies
Schedule X:		Miscellaneous Provisions
Schedule Y:		Concordance

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FIRST AMENDED AND RESTATED

PRODUCTION SERVICES AGREEMENT

First Amended and Restated Production Services Agreement (the “Agreement”), executed as of August 19, 2009 (the “Execution Date”) and entered into and effective as of December 1, 2009 (the “Effective Date”), by and between RETAILER CREDIT SERVICES, INC., a Utah corporation, with offices at 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxx 00000-0000 and FIRST DATA RESOURCES, LLC (“First Data”), a Delaware corporation with offices at 0000 Xxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000. As used in this Agreement, “Party” means either RCSI or First Data, as appropriate, and “Parties” means RCSI and First Data. The Parties agree that the following terms and conditions shall apply to the services to be provided by First Data under this Agreement in consideration of certain payments to be made by RCSI.

1. BACKGROUND AND OBJECTIVES

1.1 Background.

This Agreement is being made and entered into with reference to the following:

(a) On November 16, 1999 RCSI (then known as Xxxxxxxxxx Xxxx Credit Corporation) and First Data’s predecessor in interest, First Data Resources Inc., entered into a Production Services Agreement (hereinafter defined as the “Original Agreement”). The Original Agreement has been amended by the Parties numerous times. As more fully provided in Section 19.18, this First Amended and Restated Production Services Agreement replaces and supersedes the Original Agreement, as amended, in its entirety.

(b) RCSI and First Data are also parties to a Technology Sourcing Agreement, dated as of December 10, 1998, as amended (the “TSA”) pursuant to which First Data provides to RCSI and its Affiliates various Transaction Card data processing and related services, which services relate to, but do not include, the services described in this Agreement.

(c) RCSI desires that certain production and related services, including printing and mailing of Statements and Letters and Transaction Card embossing be performed and managed by an experienced and capable vendor skilled in the performance of these functions.

(d) First Data wishes to perform the requested services for RCSI and has the skills, qualifications and experience necessary to perform and manage such services in an efficient, cost-effective and controlled manner with a high degree of quality and responsiveness.

1.2 Objectives.

The following are specific goals and objectives for this Agreement:

(a) enable RCSI and RCSI Affiliates to focus on their core competencies and on those activities which provide a competitive advantage;

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(b) deliver to RCSI and RCSI Affiliates Six Sigma level quality, including through the provision of relevant production skills, methods, practices and standards;

(c) establish a flexible framework within which to quickly respond to evolving processes, technologies, competitive conditions, and changing RCSI and RCSI Affiliate business needs;

(d) identify means to improve services and reduce costs to RCSI and RCSI Affiliates and enable RCSI and RCSI Affiliates to improve and expand their respective related business operations; and

(e) provide the uninterrupted transitioning of responsibility for performing the services back to RCSI or its Successor in connection with the termination or expiration of this Agreement.

1.3 Construction.

The provisions of this Section 1 are intended to be a general introduction to this Agreement and are not intended to expand the scope of the Parties’ obligations under this Agreement or to alter the plain meaning of the terms and conditions of this Agreement. However, to the extent the terms and conditions of this Agreement do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be interpreted and construed so far as to give effect to the provisions in this Section 1.

2. DEFINITIONS

2.1 Certain Definitions.

As used in this Agreement:

(a) “Affiliate” means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity (and, in the case of RCSI, includes GECC).

(b) “Ancillary Services” shall mean those services listed on Exhibit C-4 to Schedule C of this Agreement.

(c) “Asset Purchase Agreement” shall mean the Asset Purchase Agreement, dated as of November 16, 1999, between the Parties.

(d) “Background Checks” shall have the meaning given in Section 5.2(b).

(e) “Change Control Procedure” means the processes and procedures to be followed by the Parties for considering, analyzing, approving (or rejecting) and carrying out Changes requested or proposed by either Party.

(f) “Change Order” means the form of an order documenting the terms of the Parties’ agreement regarding a Change to the Production Services then being provided.

(g) “Confidential Information” has the meaning given in Section 12.5(a).

(h) “Control” and its derivatives means with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of twenty-five percent (25%)

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or more of the capital stock (or other equity ownership interest, if not a corporation) of such entity ordinarily having voting rights; provided, however, that with respect to the definition of “Major Competitor” and Section 18.2 only, the applicable percentage shall be fifty percent (50%).

(i) “Coupons” means documents that entitle a consumer to discounts, rewards, rebates, points, gift(s) or other special offer which provide incentives to the Cardholder on current or future purchases or transaction activity. A coupon is most commonly separated from the main Statement information and often accompanied by a coupon code and/or bar code used to entitle the consumer to the incentive.

(j) “Customer” has the meaning given in Section 7.9.

(k) “Default Rate” means the rate identified as the prime rate as published in The Wall Street Journal from time to time.

(l) “Effective Date” has the meaning given in the first paragraph of this Agreement. Various provisions in this Agreement are effective prior to the Effective Date as so stipulated in such provision.

(m) “First Data Confidential Information” has the meaning given in Section 12.5(c).

(n) “First Data Contract Administrator” has the meaning given in Section 5.1(a)(ii).

(o) “First Data Data” shall mean information, whether or not Confidential Information, transmitted to or entered in software or equipment by or on behalf of any clients of First Data, other than RCSI and its Affiliates and RCSI Customers, and information derived from such information, including as stored in or processed through the First Data System.

(p) “First Data Equipment” means the equipment which is owned or leased (as lessee) by First Data or is otherwise within First Data’s control.

(q) “First Data Information” means all information, in any form, furnished or made available directly or indirectly by First Data to RCSI or otherwise obtained by RCSI from First Data.

(r) “First Data Personnel” means employees of First Data and its approved Subcontractors assigned to perform the Production Services pursuant to this Agreement.

(s) “First Data Software” means (i) the First Data-owned software and the third party software licensed to First Data which is utilized by First Data in performing the Production Services and (ii) the documentation (in any format) necessary for the use of the software referenced in clause (i).

(t) “First Data System” means the First Data Equipment, First Data Software, the hardware, the systems incorporating such software and hardware and the documentation (in any format) and the processes used to provide the Production Services (specifically excluding the data processing software and system used to provide TSA Services).

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(u) “GECC” means General Electric Capital Corporation, a Delaware corporation.

(v) “GE Consumer Finance” means the divisions of GECC conducting consumer finance operations as of the Effective Date.

(w) “GECOM/Prox/CARMS Portfolio” or “GECOM/Prox” means RCSI’s GE Commercial Line Account portfolio.

(x) “GLB Act” has the meaning given in Section 12.7(a).

(y) “Including” and its derivatives (such as “include” and “includes”) means including without limitation. This term is as defined, whether or not capitalized in this Agreement.

(z) “Initial Term” has the meaning given in Section 4.1.

(aa) “Key First Data Positions” has the meaning given in Section 5.1(a).

(bb) “Losses” means all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

(cc) “License Agreement” shall mean the License Agreement, dated as of November 19, 1999, between the Parties.

(dd) “Major Competitor” means, with respect to RCSI, the following entities: *** and the respective Affiliates and successors thereof.

(ee) “Majority Owned Affiliate” shall mean an Affiliate where control is measured at greater than fifty percent (50%).

(ff) “New Production Service(s)” has the meaning given in Section 3.7(a).

(gg) “Non-Public Personal Information” has the meaning given in Section 12.7(c).

(hh) “Original Agreement” means the Production Services Agreement, dated November 16, 1999, as amended, between the Parties and their predecessors.

(ii) “Original Effective Date” means November 16, 1999.

(jj) “Party” and “Parties” have the meanings given in the first paragraph of this Agreement.

(kk) “Pass-Through Expenses” means the reasonable and actual out-of-pocket expenses reasonably incurred by First Data for equipment, materials, supplies, or other services provided to RCSI under this Agreement (which expenses do not include First Data’s overhead costs (or allocations thereof), administrative expenses or other xxxx-ups) which RCSI has agreed in writing to pay directly or for which it will reimburse First Data. Pass-Through Expenses agreed upon as of the Effective Date are listed in Schedule C, Exhibit C-3 hereto.

(ll) “Procedures Manual” means the standards and procedures manual described in Section 7.4(a).

(mm) “Production Services” has the meaning given in Section 3.1.

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(nn) “Production Year” has the meaning given in Section 4.1.

(oo) “RCSI Confidential Information” has the meaning given in Section 12.5(b).

(pp) “RCSI Customer Information” has the meaning given in Section 12.7.

(qq) “RCSI Customers” means customers of RCSI or of any RCSI Affiliate who receive, or contract to receive, from RCSI or any RCSI Affiliate production and related services of the type described in this Agreement.

(rr) “RCSI Customer Contracts” means any contract or agreement entered into at any time, either before or after the Effective Date, between RCSI or an RCSI Affiliate and another entity for the provision of production and related services of the type described in this Agreement.

(ss) “RCSI Data” means all information, whether or not Confidential Information, transmitted to or entered in software or equipment by or on behalf of RCSI or any RCSI Affiliate and information derived from such information, including as stored in or processed through such equipment or software.

(tt) “RCSI Information” means all information, in any form, furnished or made available directly or indirectly to First Data by RCSI or any RCSI Affiliate or otherwise obtained by First Data from RCSI or any RCSI Affiliate (excluding any information or intellectual property licensed to or acquired by First Data in connection with the Asset Purchase Agreement or License Agreement or otherwise used by First Data with the consent or agreement of RCSI or any RCSI Affiliate).

(uu) “RCSI Initiated System Enhancements” has the meaning given in Section 3.8.

(vv) “Renewal Term” has the meaning given in Section 4.2.

(ww) “Service Recipient” has the meaning given in Section 3.3.

(xx) “Six Sigma’” means, as appropriate, (i) the management philosophy which has as its goal the improvement of processes through a defined methodology of measurement, analysis, modification and control, as that philosophy is interpreted and applied by GECC, RCSI and other RCSI Affiliates from time to time, or (ii) a measurement, which may be expressed as (A) a yield of 99.99966% or (B) 3.4 defects per 1,000,000 units or an equivalent numerical relationship (e.g., 0.34 defects per 100,000 units).

(yy) “Steering Committee” has the meaning given in Section 7.2.

(zz) “System Enhancement” means a material enhancement or modification to, any system, hardware, application or functionality of the First Data System, but does not include changes required to be made by First Data in order to comply with First Data’s obligation to provide the Production Services pursuant to this Agreement including Sections 3.1, 3.2, 13.2, and 13.4. A System Enhancement is not a New Production Service.

(aaa) “Term” has the meaning given in Section 4.1.

(bbb) “TSA” has the meaning given in Section 1.1(b).

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(ccc) “TSA Services” means the services provided by First Data under the TSA.

(ddd) “Virus” means: (i) program code, programming instruction or set of instructions intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or operations; or (ii) other code of the type typically designated to be a computer virus.

2.2 Other Terms.

Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated. In addition, certain terms used in this Agreement are defined in the TSA (as indicated) and shall have the meanings given therein. Terms used as defined terms in both this Agreement and the TSA, but defined differently, shall, as to this Agreement, have the meanings given in this Agreement.

3. PROVISION OF PRODUCTION SERVICES

3.1 Scope.

The Production Services consist of First Data’s obligations expressly provided for in this Agreement, including those described in Schedule A, as they may evolve and be supplemented, modified, changed pursuant to the Change Control Procedure, or replaced during the Term. First Data shall provide the following services, functions and responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified or replaced (the “Production Services”):

(a) the services, functions and responsibilities described in this Agreement, including its Schedules and Exhibits;

(b) except as otherwise expressly provided in this Agreement, providing the facilities, personnel and other resources as necessary to provide the Production Services; and

(c) any New Production Services and/or Changes RCSI contracts with First Data to perform pursuant to a Change Order or amendment in accordance with Section 19.2.

3.2 Implied Services.

If any services, functions or responsibilities not specifically described in this Agreement are necessarily required for the proper performance and provision of the Production Services (and are not required to be provided by First Data under the TSA), they shall be deemed to be implied by and included within the scope of the Production Services to the same extent and in the same manner as if specifically described in this Agreement.

3.3 Other Entities.

First Data shall provide the Production Services (a) to RCSI and, as may be requested by RCSI, the RCSI Customers, (b) to those entities to whom services similar to the Production Services were being provided immediately prior to the Original Effective Date, (c) as requested by RCSI, to other RCSI components and

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Affiliates and clients and customers thereof, and (d) to those other entities as may be identified by RCSI from time to time (each, a “Service Recipient”). To the extent that Production Services are characterized herein as provided to RCSI, those references will be deemed to include those Production Services provided to the Service Recipients. For purposes of this Agreement, Production Services provided to Service Recipients other than RCSI shall be deemed to be Production Services provided to RCSI.

3.4 Production Services Performed by RCSI or Third Parties.

(a) First Data is a non-exclusive provider of Production Services. Except as provided otherwise in Section 5 of Exhibit C (Minimum Volume Commitment) RCSI may perform itself, discontinue, or retain third parties to perform any of the Production Services. Without limitation of the foregoing, RCSI may sell Accounts, portfolios or lines of business which are receiving the Production Services, and if so elected by RCSI any such sold Accounts, portfolios or lines of business will no longer be subject to this Agreement. RCSI also may acquire Accounts, portfolios or lines of business and to provide, or have third parties provide, Production Services in connection with such Accounts, portfolios or lines of business separately from this Agreement and the Production Services provided hereunder. Except as provided otherwise in Section 5 of Exhibit C (Minimum Volume Commitment), RCSI makes no commitment for any minimum amount of Production Services to be purchased under this Agreement. For the avoidance of doubt, First Data’s approval is not required for any reduction of Production Services that RCSI is entitled to make pursuant to the provisions of this Agreement, and any requirement that such changes be documented through the Change Control Procedure shall not be deemed to require First Data’s approval.

(b) If a component of the Basic Production Services or any other bundled Production Service is reduced pursuant to this Section 3.4, the charges for the Basic Production Services shall be equitably adjusted in good faith to reflect *** to First Data resulting from First Data’s ceasing to provide the component of the Basic Production Services or any other bundled Production Service no longer required. The Parties acknowledge that, due to the nature of the pricing in Schedule C hereto, in many instances no changes will be required to the charges described in Schedule C and in other instances (including unbundled Production Services) charges will be eliminated if a component is reduced pursuant hereto.

3.5 Cooperation with Third Parties

(a) If RCSI performs or discontinues any of the Production Services itself or retains a third party to do so, First Data shall cooperate with RCSI and any such third party, as reasonably necessary to enable each of RCSI and such third party to perform its respective work, which cooperation shall include: (i) to the extent that First Data exercises any control over any RCSI facilities or any facility of an RCSI Affiliate being used to provide the Production Services, providing reasonable access to such facilities; (ii) providing reasonable access to the First Data System (to the extent permitted under any underlying agreements with third parties) and to the other relevant First Data-operated production facilities; and (iii) providing such information regarding the operating environment, system constraints and other parameters as a person with reasonable commercial skills and expertise would find

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reasonably necessary for RCSI or a third party to perform its work. Third parties retained by RCSI shall comply with First Data’s reasonable security and confidentiality requirements, and shall, to the extent performing work interfacing with the First Data System or First Data Equipment, comply with First Data’s reasonable work standards, methodologies and procedures.

(b) First Data shall promptly notify RCSI if an act or omission of such a third party may cause a problem or delay in providing the Production Services and shall work with RCSI to prevent or circumvent such problem or delay.

3.6 Evolution of the Production Services

RCSI operates in a business environment characterized by constant change. Accordingly, First Data will use commercially reasonable efforts throughout the Term to evolve and improve the quality, efficiency and effectiveness of the Production Services (including technology) consistent with similar services provided by leading well managed credit card industry operations performing services similar to the Production Services. Changes in the Production Services pursuant to this Section 3.6 will not be considered New Production Services unless they otherwise qualify as such in accordance with the provisions of Section 3.7, but will be subject to the Change Control Procedure, as applicable.

3.7 New Production Services

(a) “New Production Services” means functions RCSI requests First Data to perform under this Agreement that are (i) materially different from, and in addition to, the Production Services then being provided under this Agreement and (ii) not Services or New Services (as defined in the TSA) under the TSA. Subject to Section 3.7(b), RCSI will notify First Data if RCSI desires to acquire additional services which would constitute New Production Services. Within *** Business Days following the date of such notification, First Data will provide RCSI with a quote for one-time development and ongoing service fees (or revised Schedule C charges) for such functions which take into account (A) the existing volume of business between First Data and RCSI, and (B) the elimination or modification of Production Services and related tasks which would be replaced or changed by the proposed New Production Services. Such proposed charges shall *** (a) *** such New Production Services as provided in *** and (b) *** for such New Production Services ***. Upon receipt of such quote, RCSI may elect to have First Data implement and perform such services, at which point such services will be deemed Production Services and shall be subject to the provisions of this Agreement. If RCSI elects to have First Data implement and perform such New Production Services and at any time thereafter *** for such New Production Service First Data shall, ***.

(b) At the time RCSI requests the First Data Contract Administrator (or begins receiving, either as a result of an independent action of RCSI to initiate use of an available service offering or as a result of a request by RCSI to another individual at First Data) a Production Service that First Data believes is a New Production Service First Data shall notify the RCSI Relationship Executive within *** days of the request (or ***) days if the parenthetical above applies) that First Data believes that it is a New Production Service. If First Data does not notify the

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RCSI Relationship Executive that First Data considers such a New Production Service within the requisite period then ***. For any proposed or contemplated service that is within the general scope of the Production Services, if First Data and RCSI are unable to agree on whether such item is a New Production Service or what charges and other terms and conditions should be applicable thereto, ***, subject to the resolution of any such dispute in accordance with the provisions of this Agreement. Once the Parties have agreed on the charges and other terms and conditions any charges shall be ***. Until the matter is resolved ***. In accordance with processes to be mutually agreed upon, RCSI shall use commercially reasonable efforts to identify and notify First Data on or before RCSI independently begins to use an available service offering that RCSI reasonably believes First Data may consider a New Production Service (it being understood that RCSI shall not be responsible if such processes do not identify changes to RCSI’s usage in order for RCSI to provide notification).

(c) Unless otherwise agreed to by the Parties, all application development services, application maintenance services, and implementation services therefor undertaken or provided in connection with providing or implementing a New Production Service or RCSI-Initiated System Enhancement shall be governed by the terms of the TSA, including the applicable pricing terms, representations and warranties, and terms of Schedule A thereto; provided, however, that any disputes between the Parties concerning such services and any breach of the terms of this Agreement or the applicable terms of the TSA in connection with such services, including any related liability and limitations thereon, and indemnification obligations of the Parties in connection therewith, shall be governed by the terms of this Agreement.

(d) During the Term, if First Data initiates a program with one or more customer(s) to review, modify, test or enhance any New Production Services which First Data intends to offer generally to its customers, then First Data shall allow RCSI the opportunity to participate in such program (the “Pilot Program”). If RCSI desires to use the New Production Service, RCSI shall be charged for such New Production Service in accordance with Section 3.7(a). During the Term, if First Data offers generally to its customers any New Production Service without the establishment of a Pilot Program, then no later than the time that First Data first notifies its other customers of such New Production Service First Data shall notify RCSI.

(e) Except as provided above, First Data will not perform any additional functions that would constitute New Production Services without first informing RCSI and receiving RCSI’s written authorization to proceed. If First Data performs the additional functions without RCSI’s prior written authorization, such functions will be ***.

3.8 System Enhancements.

(a) First Data shall not *** of the Production Services to RCSI as a result of First Data’s unilateral implementation of any System Enhancements.

(b) First Data may charge RCSI or revise Exhibit C pricing only pursuant to a written agreement with RCSI (and not on a unilateral basis) for any System Enhancements requested by RCSI (“RCSI-Initiated System Enhancements”) ***.

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4. TERM

4.1 Initial Term.

The term of this Agreement (the “Term”) shall begin on the Effective Date and shall extend for five (5) Production Years (the “Initial Term”) unless terminated earlier or extended in accordance with this Agreement. “Production Year 1” of the Term shall commence on the Effective Date and shall continue through the last day of the twelfth (12^th) consecutive month thereafter. A “Production Year” means each of Production Year 1 and each twelve (12) month period thereafter (beginning on the first anniversary of the first day of Production Year 1).

4.2 Extension.

Upon at least (6) months’ written notice prior the expiration of the Initial Term or any Renewal Term, RCSI may extend the Term for additional renewal terms of up to two (2) years on the terms in force at the time of such extension (a “Renewal Term”). RCSI has the option for three (3) such Renewal Terms, for a maximum extension beyond the Initial Term of six (6) years.

5. FIRST DATA PERSONNEL

5.1 Key First Data Positions.

(a) “Key First Data Positions” are listed in Schedule D hereto. First Data shall cause each of the personnel filling the Key First Data Positions (other than the First Data Contract Administrator) to devote his or her full time and effort to the provision of the Production Services (or jointly with the Services under the TSA)(unless indicated in Schedule D that the position is not full time on RCSI’s account).

(i) RCSI may from time to time change the positions designated as Key First Data Positions under this Agreement, provided that without First Data’s consent, the number of Key First Data Positions shall not exceed the number specified in Schedule D as of the Effective Date.

(ii) In accordance with Section 5.1(b) below, First Data shall designate an individual to serve as “First Data Contract Administrator”. The First Data Contract Administrator shall (A) serve as the single point of accountability for First Data for the Production Services, (B) have day-to-day authority for undertaking to ensure customer satisfaction, and (C) have a corporate title of Vice President or higher. The First Data Contract Administrator’s compensation shall include significant financial incentives based on RCSI’s satisfaction with (1) the performance of Production Services, (2) First Data’s contribution to RCSI’s achievement of its objectives, as relevant, and (3) retention of applicable First Data Personnel. Such basis for financial incentives shall be in conjunction and consistent with those objectives in equivalent RCSI/RCSI Affiliate and First Data management positions.

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(b) Before assigning an individual to a Key First Data Position, whether as an initial assignment or a subsequent assignment, First Data shall notify RCSI of the proposed assignment, shall introduce the individual to appropriate RCSI representatives (and, upon request, provide such representatives with the opportunity to meet with the individual) and shall provide RCSI with a resume and other information about the individual reasonably requested by RCSI. If RCSI in good faith objects to the proposed assignment, the Parties shall attempt to resolve RCSI’s concerns on a mutually agreeable basis, including through discussions of the pertinent issues by senior management of the Parties. If the Parties have not been able to resolve RCSI’s concerns within ten (10) days of the date RCSI communicated to First Data its objections to the proposed assignment, First Data shall not assign the individual to that position and shall propose to RCSI the assignment of another individual of suitable ability and qualifications. Personnel filling Key First Data Positions may not be transferred or re-assigned until a suitable replacement has been approved by RCSI and the replacement has been successfully transitioned into the Key First Data Position. Further, the timing for any transfer or reassignment of persons filling Key First Data Positions will be closely coordinated with the requirements of ongoing projects and other elements of the Production Services, and no transfer or reassignment will occur at a time that would adversely impact the Production Services in a non-trivial manner.

(c) The personnel approved as of the Effective Date to fill the Key First Data Positions are listed in Schedule D. Subject to promotions, dismissals, resignations and medical leave, such persons will remain in these positions for the period specified in Schedule D.

5.2 Qualifications, Retention and Replacement of First Data Personnel.

(a) First Data shall assign an adequate number of personnel to perform the Production Services. The personnel First Data assigns to perform the Production Services shall be properly educated, trained and fully qualified for the Production Services they are to perform.

(b) First Data shall, at no additional expense to RCSI, and prior to placing any First Data Personnel on the RCSI account, complete background checks for all such personnel (“Background Checks”), which Background Checks may be (or have been) performed at the initiation of the individual’s employment with First Data (or its predecessors). Background Checks shall include verification of work history, verification of the lawful right to work in the United States drug testing (for employees whose employment began after January 1, 2005), and such other background checks as First Data performs with regard to similar employees generally. Background Checks shall also identify felony convictions which bear a reasonable relationship to the position and verify the social security number of such personnel, if applicable to such personnel. The personnel will be asked for educational background data and, with respect to United States resident personnel, at least the last seven (7) years of residence. Subject to applicable Law, First Data Personnel may be tested for drugs and/or alcohol whenever First Data or RCSI has reasonable suspicion that the personnel is under the influence of drugs and/or alcohol in the workplace or has violated the substance abuse policy. Results of

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Background Checks and drug testing will remain First Data’s confidential information and will not be provided to RCSI, but any negative or questionable background check or drug test of personnel will require First Data to remove or not assign such personnel to providing the Production Services. First Data shall hire all First Data Personnel and other personnel involved in the RCSI account strictly in accordance with all Laws applicable to the hiring and employment of individuals including all equal employment opportunity Laws. First Data agrees not to use any child labor or prison inmates nor shall it contract with any prison system to perform any Production Services under this Agreement.

(c) RCSI and First Data both agree that it is in their best interests to keep the turnover rate of the First Data Personnel performing the Production Services to a reasonably low level. Accordingly, if RCSI believes that First Data’s turnover rate may be excessive and so notifies First Data, First Data shall provide data concerning its turnover rate, meet with RCSI to discuss the reasons for, and impact of, the turnover rate and otherwise use its best efforts to keep such turnover rate to a reasonably low level. If appropriate, First Data shall submit to RCSI its proposals for reducing the turnover rate, and the Parties will mutually agree on a program to bring the turnover rate down to an acceptable level. In any event, notwithstanding transfer or turnover of personnel, First Data remains obligated to perform the Production Services without degradation and in accordance with this Agreement.

(d) If RCSI determines in good faith that the continued assignment to the RCSI account of any particular First Data Personnel is not in the best interests of RCSI, then RCSI will give First Data written notice to that effect. After receipt of such notice, First Data shall have a reasonable period of time (not greater than ten (10) days) in which to investigate the matters stated in such notice, discuss its findings with RCSI and resolve any problems with such person. As requested by First Data, senior management of the Parties shall address and discuss the pertinent issues during the referenced time period. If, following this period, RCSI requests replacement of such person, First Data shall promptly replace that person with another person of suitable ability and qualifications.

6. PERFORMANCE

6.1 Manner of Performance.

First Data shall perform the Production Services at least at the same level and with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and efficiency of the greater of (a) as provided by RCSI and the RCSI Affiliates prior to the Original Effective Date, and (b) as is consistent with the *** standards which First Data is required to meet for the other customers for whom it provides services substantially similar to the Production Services using similar equipment. Quantitative performance standards and Service Levels for certain of the Production Services are set forth in Schedule B. At all times, First Data’s level of performance of the Production Services shall be at least equal to the Service Levels and otherwise not less than commercially reasonable standards satisfied by leading well managed credit card industry operations performing services similar to the Production Services.

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6.2 Place of Performance.

First Data may perform the Production Services at, and deliver the Production Services from, any First Data-operated facility in the United States. Production Services or New Production Services provided from or to locations outside the continental United States or (with respect to Canadian Production Services) Canada may require new service definitions and/or charges to be created by mutual agreement of the Parties in their sole discretion (and corresponding amendment to this Agreement). Schedule E provides a list of the primary First Data facilities from which First Data provides the Production Services as of the Execution Date.

6.3 Time of Performance

(a) First Data will perform and complete the Production Services diligently, in a timely manner, and in accordance with any applicable time schedules provided in this Agreement (including in any Change Orders).

(b) First Data will notify RCSI within a commercially reasonable time following First Data becoming aware of any circumstances that may materially impact the timely and successful completion (or delivery) of any Production Service. Without prejudice to any remedies available to RCSI, First Data will use commercially reasonable efforts to avoid or minimize any delays in performance. In such event, First Data will inform RCSI of the steps First Data is taking or will take to do so and the projected actual completion (or delivery) time. If a time period for notice or cure is provided in Schedule A or the Procedures Manual such time period shall control.

6.4 Performance Improvement

First Data will perform in a proactive manner, actively identifying ways to improve RCSI’s customer experience, efficiency, and cost profile.

6.5 Compliance with Laws

(a) First Data is solely responsible for compliance with laws, regulations, ordinances and codes (including identifying and procuring required permits, certificates, approvals and inspections) applicable to First Data as a third party provider of production-related services. If a charge of non-compliance which may have an adverse impact on RCSI occurs, First Data promptly shall notify RCSI of such charge in writing. First Data shall maintain the First Data System so that the First Data System contains functionality enabling RCSI to comply with the Legal Requirements to the extent the Legal Requirements pertain to RCSI and any RCSI activities for which RCSI uses the Production Services.

(b) RCSI is solely responsible for monitoring and interpreting the federal, state and local laws, regulations, ordinances and codes pertaining to equal credit opportunity, truth in lending, fair credit billing, fair credit reporting, fair debt collection practices and general consumer protection (the “Legal Requirements”). RCSI is responsible for selecting the available parameter settings and programming

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features and options within the First Data System that apply to RCSI’s use of the Production Services in compliance with the Legal Requirements and for determining that such selections are consistent with the Legal Requirements. In making such determinations, RCSI may rely on the descriptions of such settings, features and options provided by First Data. First Data shall review with and explain to RCSI such settings, features and options and shall provide clarification on the operation of such features as requested by RCSI.

(c) Subject to Section 12, each Party shall cooperate in providing information and/or records to the other Party in connection with the examinations, requests or proceedings of its regulatory agencies.

(d) Whenever relevant information is available to First Data, and subject to Section 12, First Data shall share with RCSI information concerning the various compliance practices and interpretive positions taken by its customer base, as well as the understandings which First Data personnel may have with respect to such practices and positions.

(e) Compliance with First Data’s obligations set forth above, as they exist as of the Effective Date, is entirely First Data’s responsibility and no additional charges may be imposed with respect thereto. The additional cost of compliance with changes may be charged to RCSI except where:

(i) Such changes are a result of laws directly applicable to First Data because of the business it is in as opposed to because it serves RCSI in particular;

(ii) Such changes are necessary for RCSI to have the capability described in the last sentence of Section 6.5(a); or

(iii) First Data makes such additional capabilities available to its other customers without additional charge.

6.6 Compliance with RCSI’s Security Requirements.

First Data represents, warrants and covenants that it is, and at all times during the term of this Agreement will continue to be, in full compliance with the then current PCI Data Security Standards issued by the PCI Security Standards Council and in verification thereof, on an annual basis (and at such other times as RCSI may reasonably request), will furnish RCSI with ongoing certifications, questionnaires or other documentation confirming such compliance. If at any time during the Term hereof, First Data fails to be in full compliance with the then current PCI Data Security Standards RCSI shall have the right to terminate this Agreement subject to the cure period provided in Section 18.1(a). RCSI may require First Data to comply from time to time with RCSI’s own data security standards but if such standards are more stringent than (a) then current PCI Data Security Standards, (b) First Data’s standards in effect as of the Execution Date and (c) First Data’s standards at the time, then First Data may charge RCSI for the incremental cost of complying with such standards provided that before implementing such higher standard First Data notifies RCSI that it will be chargeable to RCSI and offers RCSI the opportunity to withdraw its request.

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6.7 Compliance with RCSI Statement of Principles on Human Rights

First Data agrees, with respect to any of the Production Services that are provided outside of the United States or Canada, to comply with and adhere to GE’s Statement of Principles on Human Rights (the “RCSI Requirements for Human Rights”) provided in Schedule H (Human Rights) hereto. Updates and changes to the RCSI Requirements for Human Rights may be made by RCSI from time to time, and First Data will adhere to the RCSI Requirements for Human Rights as so updated or changed. First Data covenants that, as applicable, it shall be in full compliance with the then current RCSI Requirements for Human Rights (except to the extent they are inconsistent with the terms of this Agreement), and upon request, First Data will confirm such compliance in writing. If at any time during the Term First Data is providing Production Services outside of the United States and Canada and First Data fails to be in full compliance with the then current RCSI Requirements for Human Rights, if the breach is sufficiently egregious RCSI may terminate this Agreement upon written notice to First Data (without opportunity to cure), without penalty or further obligation of any kind.

6.8 Compliance with RCSI Integrity Policies

First Data acknowledges and agrees that it, its agents and subcontractors shall, when performing the Production Services, comply with RCSI’s applicable integrity policies governing service providers as generally applicable to the Production Services and personnel of First Data, its Affiliates and subcontractors (including, employees, agents, representatives, internal or external consultants or contractors) performing the Production Services or otherwise receiving or accessing RCSI Confidential Information or systems of RCSI, its Affiliates or their respective contractors. If there is any conflict between the provisions of any such integrity policy and the provisions of this Agreement, the provisions of this Agreement will control and resolve the conflict with respect to the subject matter thereof. First Data will provide a copy of RCSI’s integrity policies to all personnel in the Key First Data Positions, have them sign the acknowledgement provided on its back cover, and retain the original signed acknowledgments on file until three (3) years after the expiration or termination of this Agreement. RCSI shall have the right to audit that such acknowledgements are on file with First Data upon notice to First Data. A copy of RCSI’s and its Affiliates’ current integrity policies as of the Execution Date is attached as Schedule I.

6.9 Canadian Requirements

To the extent the Production Services involve RCSI’s Canadian customers, the provisions of Exhibit X-6 shall apply.

7. PROJECT AND CONTRACT MANAGEMENT

7.1 First Data - RCSI Contacts.

In terms of providing daily operational support during the Term, unless otherwise requested by RCSI, the First Data Contract Manager shall directly contact

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the RCSI Relationship Executive and his or her designees and representatives. Only RCSI or a designee of RCSI (as identified by RCSI to First Data in writing) will be authorized to make commitments on the part of RCSI with First Data that amend this Agreement or waive compliance.

7.2 Steering Committee.

(a) The Parties shall form a steering committee (“Steering Committee”) to provide high-end support and coordination in the relationship between First Data and RCSI. This support may include high-level discussions regarding policies, procedures, guiding principles of the relationship, issues associated with First Data’s execution of the Production Services, allocation of resources, support and understanding of RCSI’s strategic direction and review of RCSI priorities. The Steering Committee shall also serve in an advisory role. The Steering Committee and the actions it takes shall in no way diminish the rights and authority provided to RCSI in this Agreement. The RCSI Relationship Executive shall retain the right to review and reverse the decisions of the Steering Committee.

(b) The Steering Committee shall be comprised of at least four (4) individuals: two (2) appointed by RCSI and two (2) appointed by First Data. The Parties may, upon their mutual consent, add additional persons to the Steering Committee.

7.3 Reports and Meetings.

(a) Reports. At a minimum, First Data shall issue the same combination of performance, utilization and status reports regarding the Production Services at the same frequency as prior to the Effective Date.

(i) First Data will provide:

(A) the reports included in Schedule G at the frequency indicated therein;

(B) up to *** hours of report development to provide reports in addition to those listed in Schedule G during the Initial Term with an *** per year of each Renewal Term (such hours to be increased by *** hours for each new portfolio brought into scope, up to an aggregate addition of *** hours). Upon completion of contractual allotted hours the Parties will mutually agree upon on any changes of type and frequency of reports going forward; and

(C) one (1) full time employee (“FTE”) to perform ad hoc reporting functions in addition to the functions listed in this Section 7.3(a) above.

(ii) The type and frequency of such reports may be changed going forward as the Parties may mutually agree. Additionally, First Data shall issue the performance, financial, utilization and status reports identified in this Agreement, as well as reports reasonably requested by RCSI. Such reports shall be pursuant to the reporting structure jointly developed by the Parties and shall be issued at the frequency reasonably requested by RCSI. First Data shall provide RCSI with suggested formats for such reports, for RCSI’s review and approval. The performance, financial, utilization and status reports shall include the following:

(A) First Data shall provide to RCSI a daily performance report which describes First Data’s performance of the Production Services, including all relevant Service Level and performance measurements, on the previous day. First Data shall also provide to RCSI on Monday of each week a performance report which describes First Data’s performance of the Production Services, including all relevant Service Level and performance measurements, during the week which ended on the Sunday immediately prior to such Monday.

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(B) First Data shall provide to RCSI a monthly performance report, which shall be delivered to RCSI by the tenth (10^th) Working Day after the end of each month, describing First Data’s performance of the Production Services in the preceding month (the “Monthly Performance Report”). Such report shall (i) separately address First Data’s performance in each area of the Production Services including, as requested by RCSI, by RCSI Customer, lines of business, marketing segment and portfolio; (ii) for each area of the Production Services, assess the degree to which First Data has attained or failed to attain the pertinent objectives in that area, including measurements with respect to the Service Levels; (iii) describe the status of each key project, problem resolution effort, and any other initiative; (iv) explain deviations from the Service Levels and include for each deviation a plan for corrective action; (v) set forth a record of the equipment, software, personnel changes and other changes to the Production Services environment including the First Data System during the reporting period that affect, or could affect, the Production Services and describe the planned changes during the upcoming month that may affect the Production Services; and (vi) include the documentation and other information which RCSI may request to verify compliance with this Agreement. Regarding Internal and External Defects, the Monthly Performance Report shall also contain appropriate details on all (1) Defects and Defectives identified during First Data internal sampling and (2) all External Defects and Defectives that were reported during the previous month. For each External Defect or Defective reported, First Data will fully investigate each incident and will provide the actual number of Defectives that resulted from the incident. Where First Data is not able to provide such specific data to RCSI’s reasonable satisfaction, it shall be presumed that the entire batch, run or job involved was defective, and each Transaction Card, Statement and/or Letter counts as a Defective.

(C) First Data shall provide a quarterly and an annual planned activities report, which shall be delivered to RCSI within five (5) Business Days after the end of each RCSI fiscal quarter and fiscal year, respectively, describing the activities to be undertaken by First Data in connection with the Production Services during the then-current fiscal quarter and the three (3) subsequent fiscal quarters (the “Quarterly Plan”), or the then-current fiscal year and the subsequent fiscal year, respectively (the “Annual Plan”). The Quarterly Plan and Annual Plan shall (i) separately describe each material activity to be undertaken by First Data in connection with the Production Services, including on-going and planned projects, the introduction of new systems and software and the

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maintenance releases, enhancements, upgrades, patches, new versions and other releases implemented in connection with the First Data Software which could affect the Production Services or First Data’s delivery thereof; (ii) explain for each such activity the time budgeted for its completion; and (iii) be accompanied by related documentation which may be reasonably requested in advance by RCSI.

(b) Meetings. At the RCSI Relationship Executive’s discretion, the Parties shall hold those meetings which are identified in this Agreement, including Schedule B, and those which are requested by RCSI or First Data. At the request of the RCSI Relationship Executive, First Data shall prepare and circulate an agenda sufficiently in advance of each such meeting to give participants an opportunity to prepare for the meeting and shall incorporate into such agenda items that RCSI desires to discuss. At the request of the RCSI Relationship Executive, First Data shall prepare and circulate minutes promptly after a meeting. The meetings may include the following:

(i) a quarterly management meeting of the Steering Committee to review the Monthly Performance Reports for the quarter, review First Data’s overall performance under this Agreement, review the performance of the First Data System, review progress on the resolution of issues, provide a strategic outlook for RCSI in connection with the Production Services, and discuss such other matters as appropriate.

(ii) an annual senior management meeting by senior officers of the Parties to review relevant contract and performance issues, including (a) overall Service Levels performance, (b) quality improvement, (c) RCSI Customer satisfaction and (d) disaster recovery.

(iii) as requested by RCSI, meetings between RCSI key customers and First Data.

(iv) a bi-annual review between First Data’s parent company’s Chief Executive Officer (currently Xxxxxxx Xxxxxxxx) RCSI’s parent company’s Chief Executive Officer (currently Xxxx Xxxxx).

(v) quarterly reviews of First Data’s parent company’s financial status with First Data Resource’s Chief Financial Officer (currently Xxxxx Xxxxxxx) and GE Consumer Finance’s Chief Financial Officer (currently Xxxxx Xxxxxx), along with, if requested by RCSI, financial officers of one or more RCSI program clients.

(vi) monthly meetings between the appropriate representatives from RCSI and First Data after receipt of the Monthly Performance Report to review the Defects and Defectives and agree upon appropriate Service Level Credits for the month.

(vii) on request by the RCSI Relationship Executive, First Data shall participate in a “Strategic Account Meeting” with the RCSI Service Interface Team (and any Affiliate that elects to attend) to discuss each Party’s plans and objectives for the next six (6) months, including (i) business direction and technology, (ii) resource management, (iii) capacity planning, (iv) quality improvement and (v) RCSI Customer satisfaction. First Data shall provide agreed upon data, which shall include Dashboards and other detailed reports to facilitate these meetings; and

(viii) on request by the RCSI Relationship Executive, First Data shall participate in a “Service Review Call” with the RCSI Service Interface Team to discuss matters related to the performance of the Production Services by First Data, including (A) compliance with the Service Levels, (B) reporting, (C) scheduling and (D) new client implementations.

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7.4 Procedures Manual.

(a) A procedures manual (the “Procedures Manual”) is to be established for the Production Services. First Data shall prepare and deliver a draft of the Procedures Manual to RCSI by the Effective Date. RCSI shall return the draft Procedures Manual to First Data within ninety (90) days of receipt following which the Parties shall collaborate and mutually agree upon which RCSI suggested changes should be incorporated into the initial Procedures Manual.

(b) The Procedures Manual shall describe how First Data will perform and deliver the Production Services under this Agreement, the equipment and software being used, and the documentation (e.g., operations manuals, user guides, specifications) which provide further details of such activities. The Procedures Manual shall describe the activities First Data proposes to undertake in order to provide the Production Services, including those direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the type First Data shall provide under this Agreement. The Procedures Manual shall also document certain roles and responsibilities of RCSI and shall include descriptions of quality assurance procedures, First Data’s problem management and escalation procedures, and the other standards and procedures of First Data pertinent to RCSI’s interaction with First Data in obtaining the Production Services. The Procedures Manual shall also contain the process map for Statement production. The Procedures Manual shall be suitable for use by RCSI to understand the Production Services.

(c) First Data shall periodically update the Procedures Manual to reflect material changes in the operations or procedures described therein. Significant updates of the Procedures Manual shall be provided to RCSI for review and comment. If there is a conflict between the Procedures Manual and this Agreement this Agreement shall control.

7.5 Change Control Procedure.

(a) First Data shall comply with the following general requirements:

(i) Prior to using any new software or new equipment to provide the Production Services, First Data shall have verified that the item has been properly installed, is operating in accordance with its specifications, interfaces with RCSI properly, and is performing its intended functions in a reliable manner.

(ii) First Data shall not take an action or make a decision which may have a material effect on RCSI or the RCSI Affiliates or which adversely affects the function or performance of, or decreases the resource efficiency of, the Production Services, including implementing Changes in technology or equipment

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and software configuration, without first ***; provided however, that Changes in the production cycle shall be governed by Section 7.5(a)(iv) below. First Data may make temporary Changes required by an emergency if after making reasonable efforts it has been unable to contact an appropriate RCSI manager to ***. First Data shall document and promptly report such emergency Changes to the RCSI Relationship Executive. First Data shall, as requested by RCSI, provide support for Changes to the RCSI and RCSI Affiliate systems and procedures, if any, necessitated by Changes in the First Data Software or First Data System.

(iii) First Data shall, as requested by RCSI, support RCSI’s testing of Changes to the First Data System and RCSI’s testing of its information and processing systems and those of the RCSI Affiliates in connection with Changes which may affect such systems.

(iv) With respect to the addition of material new RCSI Volumes requested by RCSI for (A) existing RCSI Customers resulting from the acquisition of material new business volumes from third parties by such customers (rather than volume growth related to their existing business operations) or (B) persons who become RCSI Customers after the Effective Date into then-existing production cycles (the “Cycle Schedules”; and such Cycle Schedules as modified, adjusted or reloaded to accommodate such new RCSI Volumes shall be referred to as “New Cycle Schedules”), RCSI and First Data shall use commercially reasonable efforts to mutually agree on such New Cycle Schedules, including adding shifts, extending shift hours, the movement of the new RCSI Volumes to other First Data-operated production facilities so long as neither RCSI nor any RCSI Affiliate is prevented, either contractually (under agreements with RCSI Customers or otherwise) or under legal requirements, rules or regulations from approving the performance of the Production Services at, or having the Production Services performed at, other First Data-operated facilities.

(b) The Parties shall adhere to the following requirements regarding the Change Control Procedure:

(i) “Change” means any addition to, modification or removal of any aspect of the Production Services which is reasonably expected by First Data to have a more than insubstantial impact to RCSI or requires changes in one or more interfaces.

(ii) “Change Control Procedure” means the written procedure prepared by First Data under the Original Agreement and approved by RCSI (and updated from time to time) for considering, analyzing, approving and carrying out Changes designed to ensure that only desirable Changes are made and that Changes made by or on behalf of First Data are carried out in a controlled manner with minimal disruption to the Production Services and Service Recipients’ business operations.

(c) Exhibit A-4 to this Agreement describes the types of Changes that typically occur between the Parties as well as the types of documentation that typically accompany each Change type.

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7.6 Use of Subcontractors.

“Subcontracting” means the delegation by First Data of any function(s) constituting a part of the Production Services, and “Subcontractor” means any third party (other than any First Data Majority Owned Affiliates who remain Majority Owned Affiliates) to whom First Data has subcontracted any function(s) constituting a part of the Production Services (including any Affiliate of a Subcontractor or other entity to whom a Subcontractor further subcontracts or otherwise sub-delegates any of its subcontracted duties or obligations). First Data may subcontract the performance of Production Services only in accordance with the following:

(a) First Data may, in the ordinary course of business, utilize third party services or products that are not dedicated to performance of Production Services for RCSI and that are not material to any particular function constituting a part of the Production Services. First Data may also engage individual independent contractors (either directly or through “staffing” companies) to supplement its employee workforce. Such arrangements shall not be deemed Subcontracting for the purposes of this Section. First Data will nevertheless be responsible for such parties.

(b) First Data may not use Subcontractors (including Affiliates of First Data) to perform any material portion of the Production Services without ***. First Data will be responsible to RCSI for all subcontractor services as if they were performed directly by First Data. RCSI may require First Data to replace any previously approved Subcontractor whose performance, in the reasonable judgment of RCSI, has been unacceptable.

(c) First Data shall have formal written contracts with all Subcontractors (including First Data’s Affiliates) and shall ensure that all confidentiality, regulatory, and similar obligations of First Data are contractually undertaken by each Subcontractor. First Data shall include in its subcontracts as flow-down provisions, provisions substantially similar to Section 5 (First Data Personnel), Section 8 (Audit), Section 12 (Safeguarding of Data; Confidentiality), Section 13.1 (Work Standards), Section 19.7 (Relationship of the Parties) of this Agreement, and any other provisions as necessary for First Data to fulfill its obligations under this Agreement. Even if there is no breach of the underlying obligation, a failure to obtain such obligation shall be a material breach of this Agreement, subject to the cure periods provided herein.

(d) All subcontracts shall be between First Data and the Subcontractor and will provide that the Subcontractor will look solely to First Data and not to RCSI, will waive all rights to make any claim against RCSI. As between RCSI and First Data, First Data shall remain responsible for obligations, services and functions performed by Subcontractors to the same extent as if such obligations, services and functions were performed by First Data employees, and for purposes of this Agreement such work shall be deemed work performed by First Data. First Data shall be RCSI’s sole point of contact regarding the Production Services, including with respect to payment. First Data shall not disclose RCSI Confidential Information to a Subcontractor unless and until such Subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of First Data under this Agreement.

(e) First Data’s Subcontractors that have been *** as of the Effective Date are listed in Schedule F of this Agreement.

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7.7 Quality Assurance and Improvement Programs.

(a) First Data, as part of its total quality management process, shall provide continuous quality assurance and quality improvement through: (i) the identification and application of proven techniques and tools from other installations within its operations (i.e., “Best Practices”) that would benefit RCSI or the RCSI Affiliates either operationally or financially; and (ii) the implementation of concrete programs, practices and measures. Such procedures shall include checkpoint reviews, testing, acceptance and other procedures for RCSI and the RCSI Affiliates to assure the quality of First Data’s performance, and shall be included in the Procedures Manual.

(b) First Data will implement the following Six Sigma requirements:

(i) As of the Effective Date, as required by RCSI First Data shall have delivered Xxxxx 0, 0, 0, 0 and 5 process flows for all of its processes which affect the Basic Production Services for Statements and Letters, and Xxxxx 0, 0 and 3 process flows for all of its processes which affect the Basic Production Services for Embossing.

(ii) As of the Effective Date, First Data shall have implemented SIPOC, FEMA and PCS for each of the foregoing processes.

(iii) First Data shall show continuous improvement in all of its operations relating to or affecting the Production Services and will provide RCSI information sufficient to demonstrate such improvement.

(iv) The Production Services shall contribute toward the financial requirement set forth in Section 9.7(b)(v) of the TSA, which requirement shall be considered to be cumulative between this Agreement and the TSA. If the TSA is terminated or its term expires and this Agreement is still in effect, the amount due under Section 9.7(b)(v) of the TSA shall be deemed to be a separate and continuing obligation of First Data under this Agreement.

(v) As of the Effective Date, all First Data Personnel providing management services on First Data’s RCSI account shall have successfully completed RCSI’s Six Sigma Green Belt instruction at First Data’s expense and a number of First Data management personnel (as mutually agreed to by the Parties) shall complete RCSI’s Six Sigma Black Belt instruction.

(vi) A First Data employee has been identified and has been certified as a Master Black Belt.

7.8 Productivity and Management Tools.

First Data shall utilize project management tools, including productivity aids and project management systems, as reasonably necessary to perform the Production Services. First Data shall use project management tools in all major projects and employ a regular reporting mechanism to identify project tasks, present current status reports, and identify potential bottlenecks and problems.

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7.9 Restrictive Covenant.

(a) First Data agrees that during the Term, it will not ***

(b) Nothing in this Section 7.9 shall be construed to prohibit First Data or any First Data Affiliate, and they shall not be restricted from, ***

(c) In connection with Sections 7.9(a) and 7.9(b), First Data agrees that it shall ***

8. AUDITS

8.1 Audit Rights.

(a) First Data shall maintain a complete audit trail of financial and non-financial transactions resulting from this Agreement. First Data shall provide to RCSI, its Affiliates, auditors (including internal audit staff and external auditors), inspectors, regulators and other representatives (which representatives may include RCSI Customers) as RCSI may from time to time designate in writing, access at reasonable times to any facility or part of a facility from which either First Data or any of its Subcontractors is providing the Production Services and to data and records relating to the Production Services for the purpose of performing audits and inspections of either First Data or any of its Subcontractors to:

(i) verify the accuracy of charges and invoices, and the inventory of RCSI supplies and other RCSI assets, if any;

(ii) verify the integrity of RCSI Data and examine the systems that receive, process store, support and transmit that data and First Data’s compliance with the data privacy, data protection, and confidentiality provisions of this Agreement; and

(iii) examine First Data’s performance of the Production Services including, to the extent applicable to the Production Services performed by First Data and to the charges therefor, performing audits: (A) of practices and procedures, (B) of systems, (C) of general controls and security practices and procedures, (D) of disaster recovery and back-up procedures, (E) of the efficiency of First Data in performing the Production Services (but only to the extent affecting charges for, or timing of, Production Services hereunder), (F) as necessary to enable RCSI to meet applicable regulatory requirements, and (G) to verify First Data’s compliance with any other provisions of this Agreement.

(b) First Data shall provide to such auditors, inspectors, regulators, and representatives such assistance as they require, including, subject to First Data’s reasonable requirements designed to maintain the security of First Data Data, installing and operating audit software. First Data shall cooperate fully with RCSI or its designees in connection with audit functions and with regard to examinations by regulatory authorities. RCSI’s auditors and other representatives shall comply with First Data’s reasonable security requirements. With respect to RCSI-initiated general audits that are conducted on-site at First Data, RCSI shall give First Data reasonable prior notice of RCSI’s intent to audit and the notice shall include a description of the scope of the audit. If there are more than two (2) such RCSI-initiated general audits during any calendar year First Data may charge RCSI for its incremental cost thereof, and the period during which such audits will each be conducted on-site at First Data will not exceed ten (10) days. In the case of an RCSI audit respecting particular identified problems, RCSI will provide such notice, if any, as is appropriate under the circumstances.

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8.2 Audit Follow-up.

(a) Within fifteen (15) days following RCSI’s receipt of a report on the results of an audit or examination, to the extent possible, RCSI or its auditor shall provide First Data with a report of the audit or examination report’s findings that pertain to First Data. Following an audit or examination, RCSI may conduct (in the case of an internal audit), or request its external auditors or examiners or regulatory agencies to conduct, an exit conference with First Data to obtain factual concurrence with issues identified in the review. First Data promptly shall notify RCSI if any review or audit conducted by First Data, its Affiliates, or their contractors, agents or representatives (including internal and external auditors or a regulatory agency), reveals that a material failure to perform in accordance with this Agreement has occurred or may occur and shall provide RCSI with a copy of the applicable portions of the audit and shall advise RCSI of the status of remedial efforts being undertaken with respect to such failure or potential failure to perform.

(b) First Data and RCSI shall meet to review each audit report promptly after the issuance thereof and to mutually agree upon the appropriate manner, if any, in which to respond to the changes suggested by the audit report. RCSI and First Data shall develop operating procedures for the sharing of audit and regulatory findings and reports related to First Data’s operating practices and procedures produced by auditors or regulators of either Party; provided, however, that the sharing of audit information (i) must relate to an audit relevant and specific to the Production Services provided to RCSI, and (ii) will be subject to First Data’s confidentiality obligation to its other customers; and further provided, however, that First Data shall extend every reasonable effort to gain release of its confidentiality obligation to support these audit efforts.

(c) If an audit report indicates that a problem exists, then within ten (10) days following RCSI’s receipt of the report, the Parties will meet to review that problem and to agree mutually upon the appropriate manner, if any, in which to address the problem; provided, however, that the foregoing notwithstanding, if any audit or examination identifies a failure by First Data or any First Data Subcontractor to comply with any relevant law, rule, ordinance, code or other obligation in performing the Production Services or to comply with this Agreement, which noncompliance creates the risk that RCSI or any RCSI Affiliate is violating or will be deemed to violate any requirement of law or any contractual obligation, First Data shall, (i) immediately upon the earlier of discovering or being notified of such failure cease and cure such failure, (ii) not more than ten (10) days following the earlier of discovering or being notified of such failure develop a plan for ensuring that such failure does not reoccur, which plan is acceptable to RCSI, and (iii) implement such plan not more than thirty (30) days after the earlier of discovering or being notified of such failure.

(d) If an audit shows that First Data has overcharged RCSI, First Data will be obligated, at RCSI’s option, to credit to RCSI’s account an amount equal to the amount of the overcharge plus interest at the Default Rate calculated from the date the overcharge was paid by RCSI to First Data, or to pay the amount to RCSI

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directly. If an audit shows that First Data overcharged RCSI on any invoice by more than *** Dollars *** of the correct amount of the invoice, then First Data will also pay RCSI for the cost of the audit.

8.3 Annual Audit.

First Data will conduct its own audits pertaining to the Production Services consistent with the audit practices of well-managed companies that perform services similar to the Production Services. Each year of the Term, upon RCSI’s written request First Data will provide no more often than annually: (i) a Statement of Auditing Standards No. 70, Type II review (“SAS 70”)(or the relevant successor statement adopted by the American Institute of Certified Public Accountants) of the facilities from where the Production Services are performed, (ii) written evidence of the Payment Card Industry (PCI) Data Security Standard (DSS) certification, and (iii) the BITS FISAP SIG as a means of demonstrating compliance with the financial institution-service provider industry standard questionnaire. Additionally, or as part of the SAS 70 Type II audit, if necessary for RCSI’s compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 First Data shall provide the necessary certification to verify that the Production Services are performed in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002. First Data will provide RCSI with a summary of the results of all First Data audits relating to the Production Services. If a First Data audit indicates an adverse impact to RCSI Data, or to RCSI or other Service Recipients, or any violation of this Agreement, First Data will immediately notify RCSI, providing pertinent details so that RCSI can take steps to avoid or minimize the adverse impacts. First Data will also correct the errors or problems as soon as reasonably possible.

8.4 Record Keeping and Record Retention.

(a) First Data will maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by RCSI under this Agreement. First Data agrees to provide RCSI with documentation and other information with respect to each invoice as may be reasonably requested by RCSI to verify accuracy and compliance with the provisions of this Agreement.

(b) In support of RCSI’s Audit rights, First Data will keep and maintain records pertaining to First Data’s compliance with the Service Levels, including root cause analyses, and such other operational records pertaining to performance of the Production Services, in each instance as First Data keeps in the ordinary course of its business.

(c) Until (i) no longer required to meet RCSI’s records retention policy (as that policy may be adjusted from time to time); or (ii) all pending matters relating to this Agreement (including disputes) are closed; but (iii) no later than the date three (3) years after the date of expiration or termination of this Agreement unless otherwise required by law, First Data will maintain and provide access upon request to the records, documents and other information required to meet RCSI’s requirements and audit rights under this Agreement.

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8.5 Scope of Audits.

Notwithstanding anything to the contrary herein, the various audit rights described in this Agreement shall be limited to items and events occurring up to three (3) years prior to the date of the subject audit, provided, however, that audits requested by or in response to legal proceedings or requests, or to inquiries or directives by governmental or regulatory agencies shall not be subject to such three (3) year limitation period.

8.6 Confidentiality of Audits

All Audit results and disclosed records will be treated as First Data Confidential Information (except to the extent they contain RCSI Confidential Information or fall within an exception in Section 12.5(e)) and shall not be used for any purpose except to verify First Data’s compliance with its obligations under this Agreement and except that such results and records may be disclosed to regulators in accordance with Section 12.5(e).

8.7 Financial Reports

At RCSI’s request, First Data will provide to RCSI copies of all publicly-available audited and unaudited financial statements of First Data and its Affiliates.

9. RCSI RESPONSIBILITIES

9.1 Responsibilities.

In addition to RCSI’s responsibilities as expressly set forth elsewhere in this Agreement, RCSI shall be responsible for the following:

(a) RCSI shall designate one individual from time to time, to whom all First Data communications concerning this Agreement may be addressed (the “RCSI Relationship Executive”). As of the Effective Date the RCSI Relationship Executive is Xxxxx Xxxxxxxxx.

(b) RCSI shall cooperate with First Data by, among other things, making available, as reasonably requested by First Data, management decisions, information, approvals and acceptances so that First Data may accomplish its obligations and responsibilities hereunder. The RCSI Relationship Executive or his or her designee will be the principal point of contact for obtaining such decisions, information, approvals and acceptances.

9.2 Savings Clause.

*** First Data’s nonperformance of its obligations under this Agreement shall be excused if and to the extent (a) such First Data nonperformance results from RCSI’s failure to perform its responsibilities set forth in this Agreement or if RCSI fails to perform its obligations (as such obligations are set forth in the Procedures Manual) to transfer or provide to the First Data System data at such frequency as reasonably required to perform First Data’s obligations under this Agreement, and (b) First Data provides RCSI with reasonable notice of such non-performance and uses commercially reasonable efforts to perform notwithstanding RCSI’s failure to perform (with RCSI reimbursing First Data for its additional out-of-pocket expenses for such efforts).

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10. CHARGES

10.1 General.

All charges for the Production Services are set forth in this Section 10 and in Schedule C hereto. RCSI shall not be required to pay First Data any amounts for the Production Services in addition to those payable to First Data under this Section 10 or Schedule C hereto. For the avoidance of any doubt or confusion, the charges set forth in the TSA for the Services (as defined in the TSA), including any charges relating to print and mail or embossing services or functions, do not apply to the Production Services hereunder.

10.2 Pass-Through Expenses.

(a) Pass-Through Expenses are charges to be paid directly by RCSI or by RCSI through First Data. All Pass-Through Expenses are listed in Exhibit C-3 hereto. If the Parties agree that a particular Pass-Through Expense is to be paid by RCSI directly, First Data shall promptly provide RCSI with the original third-party invoice for such expense together with a statement that First Data has reviewed the invoiced charges and made a determination of which charges are proper and valid and should be paid by RCSI. Otherwise, First Data shall act as payment agent for RCSI and shall pay third-party charges comprising the Pass-Through Expense. Prior to making any such payment, however, First Data shall review the invoiced charges to determine whether such charges are proper and valid and should be paid. Upon request and subject to First Data’s confidentiality requirements with its suppliers, First Data shall provide RCSI with a reasonable opportunity to review the invoice to confirm First Data’s determination. Following such review by First Data and RCSI, First Data shall pay the amounts due and shall invoice RCSI for such charges.

(b) First Data shall use commercially reasonable efforts to ***. With respect to services or materials paid for on a Pass-Through Expenses basis, RCSI reserves the right to: (i) obtain such services or materials ***; (ii) *** for such services or materials; (iii) *** First Data shall obtain, provided that if First Data demonstrates to RCSI that such designation will have an adverse impact on First Data’s ability to meet the Service Levels, such designation shall be ***; (iv) require First Data *** share the results thereof with RCSI; and (v) review and approve the Pass-Through Expense for such services or materials ***.

10.3 Incidental Expenses.

First Data acknowledges that, except as may be otherwise provided in this Agreement, expenses that First Data expects to incur in performing the Production Services (including travel and lodging, document reproduction and administrative correspondence shipping, and long-distance telephone) are included in First Data’s charges and rates set forth in this Agreement. Accordingly, such First Data expenses are not separately reimbursable by RCSI unless, on a case-by-case basis for unusual expenses, RCSI has agreed in advance and in writing to reimburse First Data for the expense. RCSI acknowledges that it will be responsible for its own incidental expenses (including travel and lodging, document reproduction and administrative correspondence shipping, and long-distance telephone).

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10.4 Taxes.

The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:

(a) Each Party shall be responsible for any personal property taxes on property it owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts.

(b) First Data shall be responsible for any sales, use, excise, gross receipts, value-added, services, consumption, and other taxes and duties payable by First Data on any goods or services used or consumed by First Data in providing the Production Services where the tax is imposed on First Data’s acquisition or use of such goods or services and the amount of tax is measured by First Data’s costs in acquiring such goods or services.

(c) RCSI shall be responsible for any sales, use, excise, gross receipts, value-added, services, consumption, or other tax existing as of the Effective Date that is assessed on the provision of the Production Services as a whole, or on any particular Production Services received by RCSI from First Data. RCSI will be responsible for any sales, use, excise, gross receipts, value-added, services, consumption, or other tax becoming applicable during the Term (or that is increased during the Term) that is assessed on the provision of the Production Services as a whole, or on any particular service received by RCSI from First Data.

(d) Notwithstanding anything to the contrary, the charges to RCSI shall not include any component related to applicable sales taxes regarding (i) plastic materials for Transaction Cards used by First Data in providing the Production Services or (ii) the Production Services (including sorting services and envelope inserting services) provided by First Data so long as applicable resale certificates are provided to First Data by RCSI. However, First Data may include in the charges to RCSI a component to reimburse First Data for any applicable sales tax paid by First Data with respect to Statements and other printed materials used by First Data in providing the Production Services (other than plastic materials for Transaction Cards).

(e) If a sales, use, excise, gross receipts, value-added, services, consumption, or other tax is assessed on the provision of any of the Production Services, the Parties shall work together to segregate the payments under this Agreement into three (3) payment streams:

(i) those for taxable Production Services;

(ii) those in which First Data functions merely as a payment agent for RCSI in receiving goods, supplies, or services (including leasing and licensing arrangements); and

(iii) those for other nontaxable Production Services.

(f) The Parties agree to cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. First Data’s invoices shall separately state the amounts of any taxes First Data is collecting from RCSI. The various charges for the Production

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Services provided by First Data are set forth in Schedule C. Each Party shall provide and make available to the other any resale or direct pay certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials or Production Services, other exemption certificates, power of attorney or other necessary authorizations or information reasonably requested by the other Party.

(g) First Data shall promptly notify RCSI of, and coordinate with RCSI the response to, any claim for taxes asserted by applicable taxing authorities for which RCSI is responsible hereunder. RCSI shall, at its option and expense (including, if required by a taxing authority, pay such tax, interest or penalty prior to final resolution of the issue) have the right to request (which request shall not be denied, delayed, subject to any conditions, or withheld by First Data) to seek administrative relief, a ruling, judicial review (original or appellate level) or other appropriate review (hereinafter referred to as “Proceeding(s)”) (in a manner deemed appropriate by RCSI), as to the applicability of any tax, interest or penalty, or to protest any assessment and participate with First Data in any legal challenge to such assessment, but RCSI shall be liable hereunder for any such amount ultimately determined to be due. Notwithstanding the above, such indemnity is conditioned upon First Data providing RCSI timely notification within ten (10) Business Days of receiving any proposed assessment of any such additional taxes, interest or penalty due, and First Data shall provide RCSI with the necessary authority or powers to provide RCSI with the opportunity to participate in such Proceeding(s) or other appropriate review as to the applicability of any such taxes prior to any assessment of additional taxes; provided, however, that First Data’s failure to provide timely notice shall not affect the indemnity hereunder to the extent such failure does not actually prejudice RCSI. First Data shall, when requested by RCSI and at RCSI’s expense, cooperate with and/or allow RCSI to participate with First Data in any such Proceeding, protest or legal challenge related to matters for which RCSI is responsible. In any proceeding which involves issues affecting only RCSI or RCSI and other First Data customers, First Data shall make reasonable efforts to sever the issues relating to RCSI from all other issues raised in the Proceeding, so that RCSI may control the portion of the Proceeding relating to RCSI, and First Data may control the portion of the Proceeding relating to those issues that do not relate to RCSI; provided, however, that if First Data is unable to sever the issues in a Proceeding, First Data shall control the Proceeding, but shall give RCSI the right to participate in any Proceeding(s). Notwithstanding the above, RCSI’s participation in any Proceeding shall not prohibit or inhibit First Data from concluding or resolving matters related to First Data or First Data’s other clients, provided, however, that First Data shall not pay any claimed liability or settle any Proceeding unless RCSI has consented in writing to such payment or settlement (which consent shall not be unreasonably withheld).

(h) RCSI shall be entitled to any tax refunds or rebates granted to the extent such refunds or rebates are of taxes that were paid by RCSI.

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11. INVOICING AND PAYMENT

11.1 Invoicing.

(a) First Data shall invoice RCSI on a monthly basis in arrears for all amounts due under this Agreement at its address in Utah, with a copy to Manager of Finance of RCSI, 000 Xxxx Xxxxxx Xxxx, Xxxx 000, Xxxxxxx Xxxx, Xxxxxxx 00000. First Data will provide RCSI with on line access to all necessary information in order for RCSI to validate the charges, and a monthly paper invoice will follow. The invoice shall show details as to charges as reasonably specified by RCSI. First Data shall include the calculations utilized to establish the charges in sufficient detail to enable RCSI to confirm the accuracy of the charges included in the invoice.

(b) To the extent a credit may be due RCSI pursuant to this Agreement, First Data shall provide RCSI with an appropriate credit against amounts then due and owing; if no further payments are due to First Data, First Data shall pay such amounts to RCSI within thirty (30) days.

(c) First Data shall render a single consolidated invoice for each month’s charges, showing such details as reasonably specified by RCSI, including as necessary to satisfy RCSI’s internal accounting and chargeback requirements (such as service components, projects, locations, and departments). Such invoice shall separately state the amounts of any taxes First Data is collecting from RCSI. The invoice shall state for each item or service charged the clause in Schedule C authorizing First Data to charge for such item or service.

(d) If First Data discovers that an invoice failed to include any amounts which were properly billable to RCSI, First Data will identify those amounts in detail and will explain the reason for the omission at the time of the appropriate invoice. First Data waives, and RCSI shall not be responsible for, any amount that is invoiced later than one hundred and eighty (180) days after RCSI’s receipt of the related invoice.

(e) If First Data incorrectly charges RCSI for Monthly Charges or Pass-Through Expenses two times in a twelve (12) month period in an amount in excess of *** of the aggregate amount of Monthly Charges and Pass-Through Expenses for such months, First Data shall, within thirty (30) days of RCSI’s notice to First Data of such fact, *** in the months for which the invoices containing the incorrect charges are made.

11.2 Payment Due.

Subject to the other provisions of this Section 11, invoices provided for under Section 11.1 and properly submitted to RCSI pursuant to this Agreement shall be due and payable by RCSI within *** days after receipt thereof. Any amount due under this Agreement for which a time for payment is not otherwise specified shall be due and payable within *** days after receipt of a proper invoice for such amount. RCSI shall pay amounts due from it to First Data electronically.

11.3 Accountability.

First Data shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by RCSI hereunder,

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in accordance with generally accepted accounting principles applied on a consistent basis. First Data agrees to provide RCSI with documentation and other information with respect to each invoice as may be reasonably requested by RCSI to verify accuracy and compliance with the provisions of this Agreement. RCSI and its authorized agents and representatives shall have access to such records for purposes of audit during normal business hours during the Term and during the period for which First Data is required to maintain such records.

11.4 Proration.

Periodic charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month.

11.5 Refundable Items.

(a) Prepaid Amounts. Where RCSI has prepaid for a service or function for which First Data is assuming financial responsibility under this Agreement, First Data shall refund to RCSI, upon either Party identifying the prepayment, that portion of such prepaid expense which is attributable to periods on and after the Effective Date.

(b) Refunds and Credits. If First Data should receive a refund, credit or other rebate for goods or services previously paid for by RCSI, First Data shall promptly notify RCSI of such refund, credit or rebate and shall promptly pay the full amount of such refund, credit or rebate, as the case may be to RCSI. Unless previously paid to RCSI, First Data will reflect any refund, credit or rebate as a reduction of the amounts payable to First Data in the next invoice delivered to RCSI under this Agreement. If no further payments are due to First Data under this Agreement, First Data shall pay such amounts to RCSI within thirty (30) days of RCSI’s request therefor.

11.6 Deduction.

With respect to an amount to be paid by RCSI hereunder, RCSI may deduct from that amount any amount that First Data is obligated to pay or credit to RCSI.

11.7 Disputed Charges.

Subject to Section 11.6, RCSI shall pay undisputed charges when such payments are due under this Section 11 and Schedule C. RCSI may withhold payment of particular charges that RCSI disputes in good faith. RCSI agrees to notify First Data within one hundred eighty (180) days of and to use best efforts to resolve in a timely manner, any material disputed charges.

12. SAFEGUARDING OF DATA; CONFIDENTIALITY

12.1 RCSI Information.

(a) RCSI Information shall be and remain the property of RCSI. First Data shall not assert any lien or other right against or to RCSI Information. No RCSI Information, or any part thereof, shall be sold, assigned, leased, or otherwise disposed of to third parties by First Data or commercially exploited by or on behalf of First Data, its employees or agents.

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(b) Upon any of (i) RCSI’s request, (ii) the expiration of this Agreement, or (iii) the termination of this Agreement for any reason (including termination for cause) or, with respect to any particular data, on such earlier date that the same shall be no longer required by First Data in order to render the Production Services hereunder, such RCSI Information (including copies thereof in the possession or under the control of First Data, except as necessary to comply with regulatory requirements applicable to First Data) shall be promptly returned to RCSI by First Data in a form reasonably requested by RCSI or, if RCSI so elects, shall be destroyed.

(c) RCSI Information shall not be utilized by First Data for any purpose other than that of rendering the Production Services under this Agreement.

12.2 Safeguarding RCSI Data.

(a) First Data shall establish and maintain safeguards against the destruction, loss, or alteration of RCSI Data in its possession which are no less rigorous than the most stringent safeguards maintained by First Data for its other customers of services similar to the Production Services. RCSI shall have the right to establish backup security for data and to keep backup data and data files in its possession if it chooses.

(b) Without limiting the generality of Section 12.2(a) above:

(i) First Data Personnel shall not attempt to access, or allow access to, any RCSI Data or RCSI Information which is not required for performance of the Production Services by First Data Personnel. If such access is attained, First Data shall use best efforts to promptly report such incident to RCSI, describe in detail any accessed materials, and return to RCSI any copied or removed materials.

(ii) First Data shall institute industry *** systems security, backup and disaster recovery measures to guard against the unauthorized access, alteration, destruction or loss of RCSI Data. Such measures shall include the installation of software which: (A) requires all users to enter a user identification number and password prior to gaining access to the information systems; (B) controls and tracks the addition and deletion of users; (C) controls user access to areas and features of the systems; and (D) requires passwords to be changed periodically and under specified circumstances.

(c) First Data will be responsible for the security of all RCSI customized inventory, including plastics, in its possession or under its control.

12.3 First Data Information.

(a) First Data Information shall be and remain the property of First Data. RCSI shall not assert any lien or other right against or to First Data Information. No First Data Information, or any part thereof, shall be sold, assigned, leased, or otherwise disposed of to third parties by RCSI or commercially exploited by or on behalf of RCSI, its employees or agents.

(b) Upon any of (i) the expiration of this Agreement (ii) the termination of this Agreement for any reason (including termination for cause), or (iii) with respect

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to any particular data, on such earlier date that the same shall be no longer required by RCSI in order to receive and use the Production Services hereunder, but subject in all cases to the provisions of Section 18.6, such First Data Information (including copies thereof in the possession or under the control of RCSI, except as necessary to comply with regulatory requirements applicable to RCSI) shall be promptly returned to First Data by RCSI in a form reasonably requested by First Data or, if First Data so elects, shall be destroyed.

(c) First Data Information shall not be utilized by RCSI for any purpose other than that of receiving and using the Production Services under this Agreement.

12.4 Safeguarding First Data Data.

(a) RCSI shall establish and maintain safeguards against the destruction, loss, or alteration of First Data Data in its possession which are no less rigorous than those maintained by RCSI for its own information of a similar nature. First Data shall have the right to establish backup security for data and to keep backup data and data files in its possession if it chooses.

(b) Without limiting the generality of Section 12.4(a) above, RCSI employees shall not attempt to access, or allow access to, any First Data Data or First Data Information which is not required for receiving or using the Production Services. If such access is attained, RCSI shall use best efforts to promptly report such incident to First Data, describe in detail any accessed materials, and return to First Data any copied or removed materials.

12.5 Confidentiality.

(a) Confidential Information. First Data and RCSI each acknowledge that they may be furnished with, receive, or otherwise have access to information of or concerning the other Party which such Party considers to be confidential, proprietary, a trade secret or otherwise restricted. “Confidential Information” of a Party means any non-public, commercially proprietary or sensitive information (or materials) belonging to, concerning or in the possession or control of the Party or its Affiliates (the “Furnishing Party”) that is furnished, disclosed or otherwise made available to the other Party (the “Receiving Party”) (or entities or persons acting on the other Party’s behalf) in connection with this Agreement and which is either marked or identified in writing as confidential, proprietary, secret or with another designation sufficient to give notice of its sensitive nature, or is of a type that a reasonable person would recognize it to be commercially sensitive. Without limiting the foregoing, the terms and conditions of this Agreement shall be deemed Confidential Information.

(b) RCSI Confidential Information. Without limiting Section 12.5(a), in the case of RCSI, Confidential Information shall include, whether or not designated “Confidential Information”, (i) all specifications, designs, documents, correspondence, software, documentation, data and other materials and work products produced by RCSI or its agents or representatives, (ii) all information concerning the operations, affairs and businesses of RCSI (including ideas, marketing plans, business strategies, data and other information that are trade secrets or are competitively sensitive), the financial affairs of RCSI, and the relations

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of RCSI with its customers, employees and service providers (including customer lists, customer information, account information, transaction information, and consumer markets); (iii) software provided to First Data by or through RCSI; (iv) information about, regarding or provided by a RCSI customer; and (v) other information or data concerning RCSI and its businesses or customers stored on magnetic media or otherwise or communicated orally, and obtained, received, transmitted, processed, stored, archived or maintained by First Data under this Agreement (collectively, the “RCSI Confidential Information”).

(c) First Data Confidential Information. Without limiting Section 12.5(a), in the case of First Data, Confidential Information shall include, whether or not designated “Confidential Information”, (i) all User Manuals, specifications, designs, documents, correspondence, software, software documentation, the First Data System, First Data Equipment, and data and other materials and work products owned or produced by First Data in the course of performing the Production Services located therein or thereon (other than software, documentation and other materials which the Parties agree or have agreed is owned by RCSI or an RCSI Affiliate); (ii) all information concerning the operations, affairs and businesses of First Data (including ideas, marketing plans, business strategies, data and other information that are trade secrets or are competitively sensitive), the financial affairs of First Data, and the relations of First Data with its other customers, employees and service providers (including customer lists, customer information, account information and consumer markets); (iii) software provided to RCSI by or through First Data, and (iv) other information or data concerning First Data and its businesses or other customers stored on magnetic media or otherwise or communicated orally, and obtained, received, transmitted, processed, stored, archived, or maintained by First Data under this Agreement (collectively, the “First Data Confidential Information”).

(d) Obligations.

(i) Each Party’s Confidential Information shall remain the property of that Party except as expressly provided otherwise by the other provisions of this Agreement. RCSI and First Data shall each use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature (but at least a reasonable degree of care); provided that the Parties may disclose such information to an employee, officer, director, agents, representative, external or internal auditors and independent contractors of the Party or of an Affiliate of the Party requiring access to the same in the course of his or her employment or his, her or its engagement. Furthermore, the Parties may disclose such information to entities performing services required hereunder where (A) use of such entity is authorized under this Agreement, (B) such disclosure is necessary or otherwise naturally occurs in that entity’s scope of responsibility, and (C) the entity agrees in writing to assume the obligations described in this Section 12.5. Any disclosure to the entities and individuals referenced in this Section 12.5(d) shall be under the terms and conditions as provided herein.

(ii) As requested by a Party during the Term but, in the case of First Data Information, except as required by RCSI and the RCSI Affiliates in order

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to receive and use the Production Services, and upon expiration or any termination of this Agreement and completion of the other Party’s obligations under this Agreement, such other Party shall return or destroy, as the requesting Party may direct, all material in any medium that contains, refers to, or relates to the requesting Party’s Confidential Information. Neither Party shall retain copies of the other Party’s Confidential Information (except as may be necessary to comply with regulatory requirements applicable to the retaining Party).

(iii) Each Party shall take reasonable steps to ensure that its employees comply with these confidentiality provisions.

(iv) Neither Party shall alter or remove any identification, copyright or proprietary rights notice which indicates the ownership of any part of the other Party’s Confidential Information.

(e) Exclusions. This Section 12.5 shall not apply to any particular information which First Data or RCSI can demonstrate (i) was, at the time of disclosure to it, in the public knowledge; (ii) after disclosure to it, is published or otherwise becomes part of the public knowledge through no fault of the receiving Party; (iii) was received from a third party who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure; or (iv) was independently developed by the receiving Party without reference to Confidential Information of the furnishing Party. In addition, a Party shall not be considered to have breached its obligations by disclosing Confidential Information of the other Party as required to satisfy any legal requirement of a competent government body, provided that, immediately upon receiving any such request and to the extent that it may legally do so, such Party advises the other Party promptly and prior to making such disclosure in order that the other Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information, including that the Furnishing Party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that it determines it is legally required to furnish.

(f) Loss of Confidential Information. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the furnishing Party, the receiving Party shall promptly, at its own expense: (i) notify the furnishing Party in writing; (ii) take such actions as may be necessary or reasonably requested by the furnishing Party to minimize the violation or the damage resulting therefrom; and (iii) cooperate in all reasonable respects with the furnishing Party to minimize the violation and any damage resulting therefrom.

(g) No Implied Rights. Except as otherwise specifically provided in this Agreement, nothing in this Section 12.5 shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or implied, any rights or license to the Confidential Information of the other Party.

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(h) Release of Information. Notwithstanding the foregoing, RCSI agrees that RCSI Confidential Information may be made available to supervisory or regulatory authorities of RCSI or of First Data upon the written request of any of the foregoing; provided, however, upon receipt of the request and prior to making the information available, First Data shall provide notice to RCSI of such request and shall provide RCSI a reasonable period of time in which RCSI may object to such disclosure, including obtaining suitable equitable protection.

12.6 Return or Destruction.

As requested by the Furnishing Party during the Term, the Receiving Party will return or provide the Furnishing Party a copy of any designated Confidential Information of the Furnishing Party. When Confidential Information of the Furnishing Party is no longer required for the Receiving Party’s performance under this Agreement, or in any event upon expiration or termination of this Agreement, the Receiving Party will return all materials in any medium that contain Confidential Information of the Furnishing Party or, at the Furnishing Party’s election, destroy them. At the Furnishing Party’s request, the Receiving Party will certify in writing that it has returned or destroyed all copies of the Furnishing Party’s Confidential Information in the possession or control of the Receiving Party’s or any of its Affiliates or contractors.

12.7 Provisions for Data Compliance.

(a) In addition to and not in limitation of First Data’s other obligations of confidentiality and non-disclosure under this Agreement, (i) First Data will implement appropriate administrative, technical, and physical safeguards and other appropriate measures to protect the security, confidentiality and integrity of Non-Public Personal information relating to customers of RCSI and its Affiliates and, to the extent relative to the Xxxxx-Xxxxx-Xxxxxx Act (“GLB Act”), other RCSI Information received by First Data from RCSI and its Affiliates, all as may be appropriate to meet the objectives of the GLB Act, including its implementing regulations promulgated thereunder and the guidelines issued pursuant to § 501 of the GLB Act, and (ii) First Data shall not use any Non-Public Personal Information relating to RCSI Customers received from RCSI or its Affiliates or obtained as a result of Production Services performed for RCSI (“RCSI Customer Information”) except as necessary in the ordinary course of business to perform Production Services hereunder or as authorized in writing by RCSI. First Data will ensure that any such third party to whom RCSI authorizes First Data to transfer or provide access to RCSI Customer Information (other than those to whom RCSI has instructed First Data to transfer or provide access, who should be RCSI’s responsibility):

(i) signs a written agreement to restrict its use of RCSI Customer Information to the use specified in the agreement between the First Data and the third party (which use must be in conjunction with First Data’s performance of its obligations hereunder);

(ii) agrees to restrict disclosure of Non-Public Personal Information of RCSI and its Affiliates as provided in this Section; and

(iii) agrees to implement and maintain appropriate administrative technical and physical safeguards to protect the security, confidentiality and integrity of all RCSI Customer Information as provided herein.

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(b) First Data will be responsible for the acts or omissions of any third party to whom it transfers or provides access to RCSI Customer Information hereunder, other than a third party whom RCSI or its Affiliates has instructed First Data to make such disclosure.

(c) “Non-Public Personal Information” means information as defined in the GLB Act, including (i) an individual’s name, address, e-mail address, IP address, telephone number and/or social security number; (ii) the fact that an individual has a relationship with RCSI or any of its Affiliates; and (iii) an individual’s or RCSI Customer’s account information.

12.8 Security Assessment/Due Diligence.

First Data shall cooperate with RCSI’s due diligence and security assessment process as it relates to the Production Services. If RCSI finds deficiencies as a result of this assessment process RCSI may advise First Data of its findings and may request changes to First Data’s processes, facilities, systems or procedures which RCSI reasonably believes will remedy the deficiencies. Final remediation actions will be mutually agreed upon by First Data and RCSI.

12.9 Survival.

The obligations under this Section 12 will survive the expiration or termination of this Agreement.

13. REPRESENTATIONS AND WARRANTIES

13.1 Work Standards.

Unless expressly addressed in another provision of this Agreement (such as being subject to a specific performance standard), First Data represents and warrants that the Production Services shall be rendered with promptness and diligence and shall be executed in a xxxxxxx-like manner, in accordance with the practices and high professional standards used in well-managed operations performing services similar to the Production Services. First Data represents and warrants that it shall use adequate numbers of qualified individuals with suitable training, education, experience, and skill to perform the Production Services.

13.2 Maintenance.

First Data represents and warrants that it shall maintain the First Data System, and the First Data Equipment so that they operate in accordance with their specifications, including (a) maintaining such equipment in good operating condition, subject to normal wear and tear, (b) undertaking repairs and preventive maintenance on such equipment in accordance with the applicable equipment manufacturer’s recommendations, and (c) performing software maintenance in accordance with the applicable documentation, recommendations and specifications.

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13.3 Efficiency and Cost Effectiveness.

First Data represents and warrants that it shall use efficiently the resources or services necessary to provide the Production Services. First Data represents and warrants that it shall perform the Production Services in a reasonably cost-effective manner consistent with the required level of quality and performance.

13.4 Technology.

First Data represents and warrants that it shall provide the Production Services using, consistent with the Change Control Procedure, proven, current technology that will enable RCSI to take advantage of ***.

13.5 Non-Infringement.

First Data represents and warrants that it shall ***

13.6 Ownership and Use of Software and Related Materials.

First Data represents and warrants that ***

13.7 Absence of Litigation.

First Data represents and warrants that there is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending to which First Data or any of First Data’s Affiliates, agents, or representatives is a party, relating to the provision of the services offered by First Data, including the Production Services, or which would have a material adverse effect on First Data’s ability to enter into this Agreement and perform its obligations hereunder and, to the best of First Data’s knowledge, no such claim, litigation, proceeding, arbitration, investigation, or material controversy has been threatened or is contemplated. First Data shall promptly notify RCSI in writing if it receives written notice of any claim, litigation, proceeding, arbitration, investigation or material controversy to which First Data or any of its Affiliates, representatives or agents is a party, that, if adversely determined, would have a material and adverse effect on RCSI or any of its Affiliates, on any of the Production Services or on First Data’s ability to perform any of its obligations under this Agreement.

13.8 Inducements.

First Data represents and warrants to RCSI that it has not knowingly violated any applicable laws or regulations or any RCSI policies of which First Data has been given notice regarding the offering of unlawful inducements in connection with this Agreement. If at any time during the Term, RCSI determines that the foregoing warranty is inaccurate, then, in addition to any other rights RCSI may have at law or in equity, RCSI shall have the right to terminate this Agreement for cause without affording First Data an opportunity to cure.

13.9 Viruses.

First Data represents and warrants that it will ensure that no Viruses are coded or introduced into the First Data System or into the RCSI or RCSI Affiliate information environments through the First Data System or the Production Services. If (a) a Virus which has adversely affected, or could adversely affect, the Production Services or the RCSI Data in the possession or under the control of First

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Data, is found to have been introduced into the First Data System or (b) a Virus has been introduced into the RCSI or RCSI Affiliate information environment through the First Data System or the Production Services, First Data promptly will (i) notify RCSI of the introduction and the extent of any known damage to the RCSI Data, (ii) if the Virus is in the First Data System, eradicate the Virus, repair any damage to the RCSI Data and eliminate any adverse effect on the Production Services resulting from the Virus or the eradication thereof, and (iii) if the Virus has been introduced into the RCSI or RCSI Affiliate information environment through the First Data System or the Production Services, assist RCSI and the RCSI Affiliate in eradicating the Virus and reducing the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, assist RCSI and the RCSI Affiliate to mitigate and restore those losses.

13.10 Disabling Code.

First Data represents and warrants that, without the prior written consent of RCSI, First Data shall not knowingly insert into the First Data Software any code which would have the effect of disabling or otherwise shutting down all or any portion of the First Data Software or Production Services. First Data further represents and warrants that, with respect to any disabling code that may be part of the First Data Software, First Data shall not invoke such disabling code at any time, including upon expiration or termination of this Agreement for any reason, without RCSI’s prior written consent.

13.11 Disclaimer.

EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS OF ARTICLE II OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.

14. INSURANCE AND RISK OF LOSS

14.1 Insurance.

First Data shall during the Term have and maintain in force the following insurance coverages:

(a) Worker’s Compensation Insurance, including occupational illness or disease coverage, or other similar social insurance in accordance with the laws of the country, state, or territory exercising jurisdiction over the employee and Employer’s Liability Insurance with a minimum limit of $1,000,000 per occurrence.

(b) Comprehensive General Liability Insurance, including Products, Completed Operations Liability and Personal Injury, Contractual Liability and Broad Form Property Damage Liability coverage for damages to any property with a minimum combined single limit of $5,000,000 per occurrence. This policy shall be endorsed to name RCSI and its Affiliates as additional insureds.

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(c) Electronic Data Processing All Risk Property Insurance on equipment, data, media and valuable papers, including extra expense coverage, with a minimum limit adequate to cover such risks on a replacement costs basis.

(d) Automotive Liability Insurance covering use of all owned, non-owned, and hired automobiles with a minimum combined single limit of $5,000,000 per occurrence for bodily injury and property damage liability. This policy shall be endorsed to name RCSI and its Affiliates as additional insureds.

(e) Umbrella Liability Insurance with a minimum limit of *** in excess of the insurance under policies indicated in Sections 14.1(a), 14.1(b), and 14.1(d).

(f) Employee Dishonesty and Computer Fraud coverage for loss arising out of or in connection with any fraudulent or dishonest acts committed by the employees of First Data, acting alone or in collusion with others, including the property and funds of others in their care, custody or control, in a minimum amount of $10,000,000. This policy shall name RCSI and its Affiliates as loss payees.

(g) Errors and Omissions Liability Insurance covering the liability for financial loss due to error, omission, negligence of employees and machine malfunction in an amount of at least $10,000,000.

The foregoing insurance coverages shall be primary and non-contributing with respect to any other insurance or self insurance which may be maintained by RCSI. Upon request by RCSI, First Data shall cause its insurers to issue certificates of insurance evidencing that the coverages and policy endorsements required under this Agreement are maintained in force and that not less than thirty (30) days written notice shall be given to RCSI prior to any modification, cancellation or non-renewal of the policies. The insurers selected by First Data shall have an A.M. Best rating of A- or better or, if such ratings are no longer available, with a comparable rating from a recognized insurance rating agency. First Data shall assure that its Subcontractors, if any, maintain insurance coverages as specified in this Section 14 or that, if a Subcontractor does not maintain the coverages, each such Subcontractor will be listed as an additional named insured on the related coverage of First Data, as applicable.

14.2 Risk of Loss.

Each Party shall be responsible for risk of loss of, and damage to, any equipment, software or other materials in its possession or under its control.

15. INDEMNITIES

15.1 Indemnity by First Data.

First Data agrees to indemnify, defend and hold harmless RCSI and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:

(a) First Data’s breach of any of its duties or obligations under this Agreement;

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(b) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of systems or other resources provided by First Data to RCSI, or based upon performance of the Production Services by First Data, except to the extent the claim: (i) is caused by RCSI’s use of the First Data System outside the intended scope of Production Services; or (ii) directly relates to technical or business specifications and/or designs required by RCSI in connection with System Enhancements or New Production Services initiated by RCSI (but excluding the development and/or execution of same by First Data Personnel required by such specifications and/or designs); and

(c) For errors arising under this Agreement only (i.e., not to include errors arising under the TSA) with respect to mailing Cardholder Statements, amounts incurred by RCSI Customers and paid to the RCSI Customer by RCSI with respect to the cost of financial rewards (such as the face value of coupons, gift cards, certificates redeemed) sent in any second set of mailings the necessity for which was caused by First Data’s errors or omissions; provided that with respect to each such incident (i) RCSI shall bear five percent (5%) of the liability above $500,000 and (ii) First Data’s aggregate liability shall be limited to $1,000,000. In settling RCSI Customer claims RCSI will have a duty to act reasonably to mitigate damages, subject to considerations of RCSI Customer relations and following consultation with First Data. In determining damages, RCSI will be allowed to prove damages by reasonable estimation based upon comparing the situation at hand with applicable prior experiences, but the methodology must be reasonably designed to estimate actual damages (i.e., must be a comparable comparison). The Parties will attempt to agree on the amounts of damages and the methodology for estimating such damages. If the Parties cannot agree on the amount of damages or the methodology for estimation thereof, they may have experts present to an arbitrator in binary arbitration pursuant to Section 17.2 (e.g., the arbitrator must consider the amounts proposed by each Party and then choose only between the Parties’ respective positions as to which one is more reasonable and the arbitrator may not choose any other alternative). Liability for damages under this Section 15.1(c) shall not include:

(i) Lost interest or late fees;

(ii) Lost sales by the RCSI Customer;

(iii) Any damages of any type (including the type described in Section 16.2(a)) incurred by any person other than with respect to RCSI’s and its Affiliates’ liability to the RCSI Customer (and its Affiliates), specifically including RCSI and RCSI’s Affiliates (other than with respect to RCSI’s and its Affiliates’ liability to the RCSI Customer impacted); or

(iv) Any damages not specifically provided in this Section 15.1(c).

The indemnity in this Section 15.1(c) is RCSI’s sole remedy for damages related to additional financial rewards issued as a result of First Data mailing errors as provided in this Section 15.1(c).

15.2 Indemnity by RCSI.

RCSI agrees to indemnify, defend and hold harmless First Data and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:

(a) RCSI’s breach of any of its duties or obligations under this Agreement and;

(b) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of (i) RCSI’s use of the First Data System in a manner outside the intended scope of the Production Services; or (ii) technical or business specifications and/or designs provided by RCSI in connection with System Enhancements or New Production Services initiated by RCSI (but excluding the development and/or execution of same by First Data Personnel required by such specifications and/or designs), except to the extent the claim is caused by First Data’s use of the of the systems, software or other resources, or detailed business and technical specifications in combination with other systems not expressly authorized by RCSI.

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15.3 Additional Indemnities.

Each Party shall indemnify, defend and hold harmless the other Party, and the other Party’s Affiliates, and their officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor; (b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor; (c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer of a person; (d) any claim by any person arising out of his or her employment with the indemnitor, any application for such employment or the termination thereof; and (e) any claim by any person alleging to the effect that such person is jointly employed by the indemnitee as a result of performing any services as an employee or independent contractor of the indemnitor.

15.4 Infringement.

If any item used by First Data to provide the Production Services becomes, or in First Data’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, First Data shall, in addition to indemnifying RCSI as provided in this Section 15 and to the other rights RCSI may have under this Agreement, promptly at First Data’s expense take the following actions: (a) secure the right to continue using the item or replace or modify the item to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of the affected component of the Production Services; or (b) if (a) is not available to First Data, remove the item from the Production Services and equitably adjust First Data’s charges to adequately reflect such removal.

15.5 Indemnification Procedures.

With respect to third-party claims, the following procedures shall apply:

(a) Notice. Promptly after receipt by any entity or individual entitled to indemnification under Sections 15.1 through 15.3 of notice of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim in respect of which the indemnitee will seek indemnification pursuant to any such Section, the indemnitee shall notify the indemnitor of such claim in writing. No failure to so notify an indemnitor shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from the indemnitee relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the indemnitor shall notify the indemnitee in writing if the indemnitor elects to assume control of the defense and settlement of that claim (a “Notice of Election”).

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(b) Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnitor shall not be liable to the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such amount was agreed to without the written consent of the indemnitor.

(c) Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the indemnitor. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses.

15.6 Subrogation.

If an indemnitor shall be obligated to indemnify an indemnitee pursuant to Sections 15.1 through 15.3, the indemnitor shall, upon payment of such indemnity in full, be subrogated to all rights of the indemnitee with respect to the claims to which such indemnification relates.

16. LIABILITY

16.1 General Intent.

Subject to the specific provisions of this Section 16, it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement.

16.2 Liability Limitations.

(a) Subject to Section 16.2(c), IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), SHALL A PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, LOST PROFITS, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. This Section 16.2(a) shall ***.

(b) Subject to Section 16.2(c), each Party’s total liability to the other for events occurring within a calendar year, whether in contract or in tort (including breach of warranty, negligence and strict liability in tort), shall be limited to an

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amount equal to the greater of (i) the aggregate monthly charges incurred by RCSI under this Agreement during the *** months prior to the month in which the event giving rise to the liability occurred (including, for the avoidance of doubt, any amounts incurred under the Original Agreement) and (ii) ***; provided, however, to the extent any such liability results from (a) ***, or (b) ***, First Data’s total liability under the preceding clause shall be the greater of (x) the aggregate Monthly Charges incurred by RCSI under this Agreement during the *** months prior to the month in which the event giving rise to the liability occurred (including, for the avoidance of doubt, any amounts incurred under the Original Agreement) and (y) ***. Any liability of First Data under Section 4.6(b) of Schedule B shall be subject to (and count against) the limitations of this Section 16.2(b).

(c) The limitations set forth in Section 16.2(b) shall ***.

(d) In addition to the limitations provided in Section 16.2(b), First Data’s aggregate liability over the Term pursuant to Section 15.1(c) of these Terms and Conditions, Sections 4.6(b) and 4.6(c) of Schedule B and the Special Service Levels shall be limited to ***. If, at the beginning of any Renewal Term, the then-current Headroom (as hereinafter defined) is less than ***, the amount of this limitation shall be increased by the amount necessary to make the limitation applicable to such Renewal Term equal to ***. This limitation may also be reset pursuant to Section 18.4. “Headroom” means amount, if any, be which the then-current limitation on liability under this Section 16.2(d) exceeds the then-current amounts that have been subject to and counted against this limitation.

(e) Each Party shall have a duty to mitigate damages for which the other Party is responsible.

16.3 Force Majeure.

(a) Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement (i) if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God or any other cause beyond the reasonable control of such Party; and (ii) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (including with respect to First Data by First Data meeting its obligations for performing disaster recovery services as described in this Agreement).

(b) In such event the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay.

(c) If any event under Section 16.3(a) above substantially prevents, hinders, or delays performance of the Production Services necessary for the

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performance of RCSI functions reasonably identified by RCSI as critical for more than *** consecutive days, then at RCSI’s option, RCSI may procure such Production Services from an alternate source, and First Data shall be liable for payment for such Production Services from the alternate source for so long as the delay in performance shall continue. If any event under Section 16.3(a) above substantially prevents, hinders, or delays performance of the Production Services necessary for the performance of RCSI functions reasonably identified by RCSI as critical for more than thirty (30) consecutive days, then at RCSI’s option, (i) RCSI may terminate any portion of this Agreement so affected and the charges payable hereunder shall be equitably adjusted to reflect those terminated Production Services; or (ii) RCSI may terminate this Agreement without liability to RCSI or First Data as of a date specified by RCSI in a written notice of termination to First Data. First Data shall not have the right to any additional payments from RCSI for costs or expenses incurred by First Data as a result of any force majeure occurrence.

17. DISPUTE RESOLUTION

Any dispute between the Parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement and with respect to the performance by First Data or RCSI, shall be resolved as provided in this Section 17.

17.1 Informal Dispute Resolution.

Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their dispute informally, as follows:

(a) Upon the written request of a Party, each Party shall appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute.

(i) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding.

(ii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged information, reasonably related to this Agreement, shall be honored in order that each of the Parties may be fully advised of the other’s position.

(iii) The specific format for the discussions shall be left to the discretion of the designated representatives.

(b) Formal proceedings for the resolution of a dispute may not be commenced until the earlier of:

(i) the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or

(ii) thirty (30) days after the initial written request to appoint a designated representative pursuant to Section 17.1(a) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 17.1(a) was not followed or completed).

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This Section 17.1 shall not be construed to prevent a Party from instituting, and each Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors, and as provided in Sections 17.3(a) and 18.7 (Equitable Remedies).

17.2 Arbitration.

If the Parties are unable to resolve any dispute as contemplated by Section 17.1 and if such dispute is not subject to Sections 17.3(a) or 18.7 (Equitable Remedies), then such dispute shall be submitted to mandatory and binding arbitration at the election of either Party (the “Disputing Party”) pursuant to the following conditions:

(a) Selection of Arbitrator. The Disputing Party shall notify the CPR Institute for Dispute Resolution (“CPR”) and the other Party in writing describing in reasonable detail the nature of the dispute (“the Dispute Notice”), and shall request that the CPR furnish a list of five (5) possible arbitrators who shall have substantial experience in the areas of card processing or print and mail and embossing services. Each Party shall have fifteen (15) days to reject two (2) of the proposed arbitrators. If only one individual has not been so rejected, he or she shall serve as arbitrator; if two or more individuals have not been so rejected, the CPR shall select the arbitrator from those individuals.

(b) Conduct of Arbitration. The arbitrator shall allow reasonable discovery to the extent consistent with the purpose of the arbitration. The arbitrator shall have no power or authority to amend or disregard any provision of this Section 17.2 or any other provision of this Agreement (in particular, the arbitrator shall not have the authority to exclude the right of a Party to terminate this Agreement when a Party would otherwise have such right). The arbitration hearing shall be commenced promptly and conducted expeditiously, with each of RCSI and First Data being allocated one-half of the time for the presentation of its case. Unless otherwise agreed by the Parties, an arbitration hearing shall be conducted on consecutive days.

(c) Replacement of Arbitrator. Should the arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 17.2, such arbitrator shall be replaced by an arbitrator selected from the other four (4) arbitrators originally proposed by the CPR and not rejected by the Parties, if any, or if there are no remaining proposed arbitrators who have not been rejected, by repeating the process of selection described in Section 17.2(a) above. If an arbitrator is replaced pursuant to this Section 17.2(c), then a rehearing shall take place in accordance with the provisions of this Section 17.2.

(d) Findings and Conclusions. The arbitrator rendering judgment upon disputes between Parties as provided in this Section 17.2 shall, after reaching judgment and award, prepare and distribute to the Parties a writing describing the

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findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator shall be final and binding on the Parties, and judgment thereon may be entered in a court of competent jurisdiction.

(e) Place of Arbitration Hearings. Unless otherwise agreed by the Parties, arbitration hearings hereunder shall be held in Stamford, Connecticut.

(f) Time of the Essence. The arbitrator is instructed that time is of the essence in the arbitration proceeding, and that the arbitrator shall have the right and authority to issue monetary sanctions against either of the Parties if, upon a showing of good cause, that Party is unreasonably delaying the proceeding. The arbitrator shall render his or her judgment or award within fifteen (15) days following the conclusion of the hearing. Recognizing the express desire of the Parties for an expeditious means of dispute resolution, the arbitrator shall limit or allow the Parties to expand the scope of discovery as may be reasonable under the circumstances.

17.3 Litigation.

(a) Immediate Injunctive Relief. The Parties agree that the only circumstances in which disputes between them shall not be subject to the provisions of Sections 17.1 and 17.2 is (i) as provided in Section 17.1 and (b) where a Party makes a good faith determination that a breach of the terms of this Agreement by the other Party is such that a temporary restraining order or other injunctive relief is the only adequate remedy. If a Party files a pleading with a court seeking immediate injunctive relief and this pleading is challenged by the other Party and the injunctive relief sought is not awarded in substantial part, the Party filing the pleading seeking immediate injunctive relief shall pay all of the costs and attorneys’ fees of the Party successfully challenging the pleading.

(b) Jurisdiction. The Parties consent to venue in the State of New York and to the non-exclusive jurisdiction of competent State of New York court or federal courts in the Southern District of New York for all litigation which may be brought, subject to the requirement for arbitration hereunder, with respect to the terms of, and the transactions and relationships contemplated by, this Agreement. The Parties further consent to the jurisdiction of any state or federal court with appropriate subject matter jurisdiction located within a district which encompasses assets of a Party against which a judgment has been rendered, either through arbitration or through litigation, for the enforcement of such judgment or award against the assets of such Party.

17.4 Continued Performance.

Each Party agrees to continue performing its obligations under this Agreement while any dispute is being resolved except to the extent the issue in dispute precludes performance; provided that a dispute over payment shall not be deemed to preclude performance.

17.5 Governing Law.

This Agreement and performance under it shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law principles.

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18. TERMINATION

18.1 Termination for Cause.

(a) If First Data:

(i) commits a material breach of this Agreement, which breach is not cured within thirty (30) days after notice of breach from RCSI to First Data; provided, however, that, unless (A) a different period of time to cure is specified in this Agreement or (B) an extension of time to cure which is contingent upon the exercise by First Data of diligent efforts to cure is not specifically provided, if First Data is making diligent efforts to cure any such breach from the start of the thirty-day (30) cure period, then such cure period shall be extended for an additional period (not to exceed thirty (30) days);

(ii) commits a material breach of this Agreement which is not capable of being cured within thirty (30) days;

(iii) commits numerous breaches of its duties or obligations which collectively constitute a material breach of this Agreement and are not cured within a sixty (60) day period after notice of breach from RCSI to First Data; or

(iv) commits an event which under the terms of Schedule B or Schedule C constitutes a Termination Rights Event and RCSI notifies First Data that it elects to terminate within the period provided in the relevant section therein,

then RCSI may by giving written notice to First Data terminate this Agreement, in whole or in part, as of a date specified in the notice of termination. If RCSI chooses to terminate this Agreement in part, the charges payable under this Agreement will be equitably adjusted to reflect the fact that neither RCSI nor the RCSI Affiliates are receiving the Production Services which have been terminated.

(b) If RCSI:

(i) fails to pay First Data when due undisputed charges under this Agreement totaling at least *** charges under this Agreement within sixty (60) days of the time specified for such payment and such default remains uncured thirty (30) days after written notice from First Data specifying the nature and extent of such default; or

(ii) materially breaches its obligations under *** of this Agreement and does not either (A) cure such breach promptly upon notice or (B) if such breach is not curable with commercially reasonable efforts, provide adequate assurances to First Data that RCSI has taken diligent steps to remedy the circumstances that led to such breach;

then First Data may by giving written notice to RCSI terminate this Agreement as of a date specified in the notice of termination (which date shall be not less than twelve (12) months following the date of such notice).

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18.2 Termination Upon Change of Control.

In the event of a change in Control of First Data where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions with, or all or substantially all of the assets of First Data are acquired by, a Major Competitor of RCSI, or if First Data is merged with or into another entity that is a Major Competitor of RCSI, then RCSI may, in its sole discretion, terminate this Agreement by giving First Data at least ninety (90) days prior written notice and designating a date upon which such termination shall be effective.

18.3 Termination for Convenience.

RCSI may terminate this Agreement for convenience and without cause effective during any Renewal Period by giving First Data prior written notice and designating an anticipated service termination date at least six (6) months after the date of such notice.

18.4 Termination Due To Failure By First Data To Reset Pursuant to Section 16.2(d).

Within twelve (12) months following any event that would have resulted in a credit to RCSI but which was wholly or partially limited by the application of Section 16.2(d), RCSI may notify First Data in writing that it is electing to terminate this Agreement effective as of a date designated in such notice (but not later than twelve (12) months from the date of the notice). If within twenty (20) days of receipt of RCSI’s notice First Data notifies RCSI in writing that First Data elects to thereafter reset the cap described in Section 16.2(d) to an amount equal to *** multiplied by each full year remaining in the Term of this Agreement (pro-rated monthly if only a portion of the final year remains) (which reset shall not apply to any events that have occurred prior to the date of First Data’s notice) then RCSI’s notice shall be voided and the amount of the limitation shall be reset to an amount equal *** multiplied by each full year remaining in the Term of this Agreement (pro-rated monthly if only a portion of the final year remains).

18.5 Extension of Termination Effective Date.

RCSI may request First Data to extend the effective date of any termination. If First Data elects to grant such an extension, First Data may implement revised pricing and other necessary terms applicable to the length of and other circumstances surrounding the requested extension.

18.6 Termination/Expiration Assistance.

(a) Beginning twelve (12) months prior to expiration of this Agreement or on such earlier date as RCSI may request, or commencing upon any notice of termination or of non-renewal of this Agreement (including notice based upon default by RCSI), First Data shall provide the assistance that RCSI requests, either on its own behalf or on the behalf of any successor provider of services (collectively, “Successor”) which may reasonably be required in connection with the transition of the Production Services (“Termination/Expiration Assistance”). “Terminated Services” means any Production Services that First Data will cease to provide as a result of any expiration or termination of this Agreement either in its entirety or with respect to such Production Services. If the Successor is an entity other than

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RCSI, RCSI shall obtain from the Successor written assurance that the Successor will maintain the confidentiality of First Data’s Confidential Information disclosed or provided to the Successor in the course of receiving such Termination/Expiration Assistance. RCSI shall return all First Data Confidential Information provided to RCSI under this Section 18.6 within thirty (30) days after the transition of Production Services is completed. First Data’s Termination/Expiration Assistance shall include and be governed by the following:

(b) General. First Data shall:

(i) Provide a plan (the “Termination/Expiration Assistance Plan”) for the transition of requested operations from First Data which plan is subject to approval by RCSI, and the Termination/Expiration Assistance Plan shall include at a minimum:

(A) A detailed description of the plan and exhibit for transferring performance of the Terminated Services to RCSI and/or its Successor;

(B) A detailed description of First Data’s responsibilities in support of such transfer of the Terminated Services;

(C) Details of First Data Personnel and other resources to be used in providing Termination/Expiration Assistance, which will include identification of any additional personnel to be used by First Data; and

(D) If the Parties contemplate that First Data Personnel will transfer to RCSI after the notice of termination, procedures addressing the transfer to RCSI and/or its Successor (if applicable) of any such First Data Personnel and other resources to be transferred pursuant to this Section.

(ii) Provide RCSI access to and use of the information of the personnel, third parties and other resources then being used by First Data to provide the Production Services to RCSI.

(iii) Provide RCSI with such information regarding the Production Services as is reasonably prudent or necessary in order for the Successor to assume responsibility for, and continue the performance of, the Production Services in an orderly manner, so as to minimize, as much as possible, disruption in the operations of RCSI.

(c) Pre-Migration Services. First Data shall:

(i) Provide a list of all Equipment, Software and materials used to provide the Production Services and (if applicable) third party services used in providing the Terminated Services.

(ii) Provide to RCSI copies of documentation and other information regarding the Production Services that are required to implement the transition plan, including the Procedures Manual.

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(iii) Provide an inventory of telephone numbers being used by First Data in conjunction with performing the Terminated Services.

(iv) Provide assistance to RCSI in notifying third party vendors of the procedures to be followed during the turnover phase.

(v) Assist RCSI in understanding naming conventions.

(vi) Provide to RCSI access to First Data Personnel who were performing the Production Services in order that such personnel may answer the Successor’s questions.

(vii) To the extent that First Data and RCSI have established protocols and procedures with respect to how First Data would assist RCSI in the event of an RCSI disaster, train and inform RCSI and Successor of such protocols and procedures related thereto.

(viii) Update and provide documentation used by First Data to provide business continuity services.

(ix) Cooperate with RCSI in the preparation for and conduct of migration testing to ensure the orderly transfer of the Terminated Services; and

(x) Provide to RCSI current and pending project plans and status to enable RCSI to perform services with minimum disruption to RCSI’s operation.

(d) Migration Services. First Data shall:

(i) In conjunction with RCSI and/or Successor, conduct the cutover of the Terminated Services and support the commencement of the operations by RCSI and/or Successor; and

(ii) Arrange for additional overlapping business continuity coverage and support to minimize disruption.

(e) Post Migration Services. First Data shall:

(i) Provide additional assistance at RCSI’s request to assure continuity of operations relating to or affecting the Production Services. Upon request by RCSI, First Data shall maintain account information on-line for a period of time to be specified by RCSI.

(ii) As requested by RCSI, return to RCSI at RCSI’s request, any remaining property of RCSI in First Data’s possession, including any remaining reports, data, and other RCSI Information with respect to the Production Services. Alternatively, as required by RCSI, First Data shall destroy such property.

(iii) As requested by RCSI, certify to RCSI in writing that all of RCSI’s data and files and all other RCSI Information with respect to the Production Services have been removed from the First Data System, premises and control and returned or destroyed.

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(f) Personnel. RCSI or its designee shall be permitted to undertake, without liability to First Data, to hire any First Data employees primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period (or longer period requested by RCSI) prior to expiration. First Data shall waive any restrictive covenants in any contracts with First Data employees restricting such First Data employees from entering into RCSI’s or its designee’s employ.

(g) Third Party Services. To the extent necessary to complete the transition and to the extent permitted by First Data’s contract with the third party, First Data shall make available or use its best efforts to make available to the extent not permitted by First Data’s contract with the third party to Successor or its designee, pursuant to reasonable terms and conditions, any third party services then being utilized by First Data in the performance of the Production Services including services being provided through third party service. First Data will be entitled to retain the right to utilize any such third party services in connection with the performance of services for any other First Data customer.

(h) Survival; Continuity of Services. This Section 18.6 shall survive termination/expiration of this Agreement. For eighteen (18) months following the effective date of termination/expiration under other provisions of this Agreement, First Data shall provide, at RCSI’s request, any or all of the Terminated Services being performed by First Data prior to such effective date, including any of the Terminated Services under this Section 18.6. To the extent First Data is to perform Terminated Services under this Section 18.6, the provisions of this Agreement shall be applicable as such provisions would have been applicable to such Services prior to such effective date giving due consideration to the reduction in scope and volumes requested by RCSI. Accordingly, to the extent First Data does not continue to provide a material portion of the Production Services, the remaining services shall be provided at First Data’s then standard rates for such services.

18.7 Equitable Remedies.

First Data acknowledges that, in the event it breaches (or attempts or threatens to breach) its obligation to provide Termination/Expiration Assistance as provided in Section 18.6 or breaches its obligation of confidentiality pursuant to Section 12, RCSI will be irreparably harmed. In such a circumstance, RCSI may proceed directly to court. If a court of competent jurisdiction should find that First Data has breached (or attempted or threatened to breach) its obligation to provide Termination/Expiration Assistance or its obligation of confidentiality, First Data waives its right to request or obtain any additional findings of irreparable injury or other conditions to injunctive relief, it shall not oppose the entry of an appropriate order compelling performance by First Data and restraining it from any further breaches (or attempted or threatened breaches). This Section 18.7 does not in any manner limit the rights of the Parties under Section 17.3(a).

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19. GENERAL

19.1 Binding Nature and Assignment.

This Agreement shall be binding on the Parties hereto and their respective successors and assigns. Neither Party may, or shall have the power to, assign this Agreement without the prior written consent of the other, except that RCSI may assign its rights and obligations under this Agreement without the approval of First Data to (a) any entity which acquires (i) all or substantially all of the assets of RCSI, or (ii) all or substantially all of the assets of one or more of the business units of RCSI; (b) any RCSI Affiliate; or (c) any successor entity in a merger or acquisition of RCSI; provided, however, that in all such circumstances any permitted successor or assign shall agree in writing to be bound by and assume all of RCSI’s rights and obligations hereunder.

19.2 Entire Agreement; Amendment.

This Agreement, including any Schedules, Exhibits and addenda referred to herein and attached hereto, each of which is incorporated herein for all purposes, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in this Agreement. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such change, waiver, or discharge is sought to be enforced.

19.3 Notices.

All notices, requests, demands, and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given (a) when delivered by hand, (b) one (1) day after being given to an express courier with a reliable system for tracking delivery, (c) when sent by confirmed facsimile with a copy sent by another means specified in this Section 19.3, or (d) six (6) days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

In the case of RCSI:   c/o Chief Information Officer GE Money Americas 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000   with a copy to:   Xxxxx X.X. Xxxxx, Esq. Senior Counsel GE Capital Retail Finance & Restructuring Operations 000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx 00000 In the case of First Data:   President First Data Resources, LLC 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx 00000   with a copy to:   General Counsel First Data Resources, LLC 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx 00000

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and, if notice of default or termination, with a copy to:

Xxxxx X. Xxxxxx, Esq.

Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP

0000 X Xxxxxx XX

Xxxxxxxxxx, XX 00000

Each Party may from time to time change its address or designee for notification purposes by giving the other prior written notice of the new address or designee and the date upon which it will become effective.

19.4 Counterparts.

This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties.

19.5 Mutual Release of Claims.

(a) Each Party on its own behalf releases, discharges, and acquits the other Party and its Affiliates from any and all breaches, causes of action and claims, including damages and costs related thereto (whether known or unknown, matured or unmatured, asserted or unasserted) arising out of the Agreement prior to the Execution Date, other than:

(i) liabilities for taxes;

(ii) RCSI’s obligation to pay invoices for Services rendered in the prior ninety (90) days;

(iii) breaches of obligations of confidentiality not actually known to the injured Party’s senior officers responsible for dealing with the other Party;

(iv) breaches of obligations which give rise to third party liability, whether known or unknown, and which are subject to the indemnity under Section 16.1(b), Section 16.2(b), or Section 16.3 of this Agreement as it existed prior to the Execution Date; and

(v) claims for personal injury or property damage which are the subject of insurance coverage requirements.

(b) The exclusive remedy for any breach, cause of action or claim related to any of the foregoing exceptions shall be monetary damages only and no such breaches, causes of action or claims shall serve as the basis for termination of this Agreement, except for breaches of confidentiality which were significant in scope and which are subject to Section 19.5(a)(iii).

19.6 Headings.

The section headings and the table of contents used herein are for reference and convenience only and shall not enter into the interpretation hereof.

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19.7 Relationship of the Parties.

First Data is, and shall at all times be, an independent contractor under this Agreement and not an agent of RCSI. Nothing in this Agreement nor any actions taken by or arrangements entered into between the Parties in accordance with the provisions of this Agreement shall be construed as or deemed to create as to the Parties any partnership or joint venture. First Data shall not have any authority to bind or commit RCSI contractually or otherwise to any obligations whatsoever to third parties.

19.8 Severability.

If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by an arbitrator or a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect.

19.9 Consents and Approval.

Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

19.10 Waiver of Default; Cumulative Remedies.

(a) A delay or omission by either Party to exercise any right or power under this Agreement shall not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

19.11 Survival.

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement, including those provisions relating to the obligations of First Data in connection with the termination/expiration assistance, shall survive any termination or expiration of this Agreement and continue in full force and effect.

19.12 Public Disclosures.

All media releases, public announcements, and public disclosures by either Party relating to this Agreement or the subject matter of this Agreement, including promotional or marketing material, shall be coordinated with and approved by the other Party prior to release.

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19.13 Service Marks.

First Data agrees that it shall not, without RCSI’s prior written consent, use the name, service marks or trademarks of RCSI or of any RCSI Affiliates.

19.14 Third Party Beneficiaries.

Except as provided in Section 15 (Indemnification), this Agreement is entered into solely between, and may be enforced only by, RCSI and First Data; and this Agreement shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or to create any obligations of a Party to any such third parties.

19.15 Covenant of Good Faith.

Each Party agrees that, in its respective dealings with the other Party under or in connection with this Agreement, it shall act in good faith.

19.16 Order of Precedence

In the event of a conflict between the documents comprising this Agreement as of its Effective Date and the documents comprising a Change Order executed subsequent to the Effective Date, the terms of the Change Order will prevail; provided, however, that a Change Order may amend or override the terms and conditions set forth in this Agreement only if (and to the extent that) the Change Order specifically identifies the provision(s) the Parties intend to amend or override and the executed version of the Change Order has been approved by the authorized representatives of both Parties, as evidenced in writing on the executed version of it.

19.17 Interpretation

(a) Unless otherwise indicated, section references are to sections of the document in which the reference is contained. References to sections will be deemed to also refer to and include all subsections of the referenced section.

(b) This Agreement will be deemed to have been written by both Parties, each of whom has been represented by counsel, and shall not be construed against either Party on the basis that it drafted it.

(c) Unless the context requires otherwise, (i) “including” (and any of its derivative forms) means including but not limited to, (ii) “may” means has the right, but not the obligation to do something and “may not” means does not have the right to do something, (iii) “will” and “shall” are expressions of command, not merely expressions of future intent or expectation, (iv) “written” or “in writing” is used for emphasis in certain circumstances, but that will not derogate from the general application of the notice requirements set forth as applicable in those and other circumstances, (v) use of the singular imports the plural and vice versa, and (vi) use of a specific gender imports the other gender.

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19.18 Relationship to Original Agreement.

This Agreement replaces and supersedes the Original Agreement as of the Effective Date, and shall be deemed a continuation thereof. If any provision of this Agreement purports to be effective prior to the Effective Date it shall be deemed an amendment to the Original Agreement until such time as the Effective Date has occurred. Subject to adjustment to such charges provided for herein, all charges provided for under the Original Agreement for Production Services provided prior to the Effective Date shall be due and payable in the ordinary course.

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IN WITNESS WHEREOF, RCSI and First Data have each caused this Agreement to be signed and delivered by its duly authorized officer, all as of the Effective Date.

RETAILER CREDIT SERVICES, INC.						FIRST DATA RESOURCES, LLC
By:		/s/ Xxxxx X. Xxxxxxxxxx				By:		/s/ W. Gay Rich
Name:		Xxxxx X. Xxxxxxxxxx				Name:		W. Gay Rich
Title:		Attorney In Fact				Title:		Senior Vice President
Date:		August 19, 2009				Date:		August 19, 2009

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Schedule A

Services

FIRST AMENDED AND RESTATED

PRODUCTION SERVICES AGREEMENT

by and between

RETAILER CREDIT SERVICES, INC.

and

FIRST DATA RESOURCES, LLC.

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TABLE OF CONTENTS

1		INTRODUCTION					1
		1.1		General Introduction.			1
		1.2		Definitions.			1
		1.3		Days of Coverage			6
2.		DATA TRANSMISSIONS					7
3.		PRINT PRODUCTION SERVICES					7
		3.1		Basic Production Services for Statements and Letters			7
		3.2		SCS Services			9
		3.3		Specific Requirements Regarding Letters			12
		3.4		Print Production Services Inventory.			12
		3.5		Other Print Production Services			13
4.		PLASTICS PRODUCTION SERVICES					16
		4.1		Basic Production Services for Embossing			16
		4.2		Other Plastics Production Services			17
		4.3		PayPass Plastics Services for the Meijer Program			17
		4.4		Transaction Card Natural Re-Issue			18
		4.5		Plastics Production Services Inventory.			19
		4.6		Digital Card Print Services.			20
5.		TECHNOLOGY USED TO PERFORM THE PRODUCTION SERVICES					20
		5.1		Print Production Services			20
		5.2		Plastics Production Services			21
6.		SUPPORT SERVICES					21
		6.1		Introduction			21
		6.2		Perform Quality Checks and Reviews of Production Output of Transaction Cards, Letters, Statements and Other Correspondence.			21
		6.3		RCSI Customer Requirements			21
		6.4		Mail Tracking and Barcoding			21
		6.5		POSTAGE RELATED SERVICES			22
		6.6		Design Support Services			23
		6.7		PROBLEM MANAGEMENT SERVICES			23
		6.8		DISASTER AND BUSINESS RECOVERY			24
		6.9		TRAINING			27
7.		ANCILLARY SERVICES					27
		7.1		Introduction			27
		7.2		Ancillary Services Related to Print Production Services			28
		7.3		Ancillary Services Related to Plastics Production Services			31

Schedule A RCSI / First Data Confidential

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LIST OF EXHIBITS

Exhibit A-1 – Process Flow for Statements

Exhibit A-2 – Implementation Terms for SCS and Drop on Demand Technology

Exhibit A-3 – Sample Statement

Exhibit A-4 – Change Control Procedure

Exhibit A-5 – PayPass Specifications

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SCHEDULE A

PRODUCTION SERVICES

1 INTRODUCTION

1.1 General Introduction.

(a) First Data shall provide to RCSI and its Affiliates the Production Services generally described in Section 3 of this Agreement and set forth with more particularity in this Schedule A. First Data shall provide the Production Services so as to comply with the Service Levels, the RCSI Rules and maintain the ISO standards and certifications achieved by RCSI or its Affiliates prior to the Effective Date.

(b) RCSI and its Affiliates operate in a business environment characterized by constant change that directly affects the delivery of the Production Services. First Data shall provide the Production Services described in this Schedule A as they may evolve and change during the Term due to changes in technology and/or changes in RCSI’s or its Affiliate’s business needs, and as the Production Services may be supplemented and enhanced in accordance with this Agreement.

(c) The Production Services described in this Schedule A are intended to be comprehensive as of the Effective Date, but not necessarily all inclusive. Appropriate implementation details and procedures shall be incorporated into the Procedures Manual in accordance with Section 7.4 of this Agreement.

(d) The Production Services are required for RCSI’s business operations in the United States, including its territories.

(e) References to specific resources (e.g., tools, systems) in this Schedule A that are used by First Data in performing the Production Services shall be deemed to include successor or replacement resources.

(f) First Data shall manage and perform the Production Services in a tightly integrated manner (with appropriate consideration given at all times to the impact of change to all Production Services).

1.2 Definitions.

(a) General.

(i) “Account” means a unique database record having a negative, positive, or zero balance during the current billing cycle.

(ii) “Active Collateral” means inventory material that has been used in performance of the Production Services within a rolling six (6) month period.

(iii) “Automatic Rush Embossing” means those Transaction Card Packages required to be completed within a twenty-four (24) hour time frame and is covered by billing element 7611. This service is used to redirect or expedite the delivery of the Transaction Card Package. Automatic Rush Embossing requests are entered into the nightly cycle and are mailed the next Business Day.

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(iv) “Basic Production Services” means, collectively, Basic Production Services for Statements and Letters and Basic Production Services for Embossing.

(v) “Basic Production Services for Embossing” means those Production Services identified in Section 4.1 herein which are necessary for the production of Transaction Cards and Transaction Card Packages identical in form, content, composition, functionality and quality to those that First Data provided to RCSI during the six (6) months prior to the Effective Date.

(vi) “Basic Production Services for Statements and Letters” means those Production Services identified in Section 3.1 herein which are necessary for the production of Statements, Statement Packages and Letters identical in form, content, length, composition, functionality and quality to those that First Data produced for RCSI during the six (6) months prior to the Effective Date.

(vii) “Basic Bundled SCS Statement Services” has the meaning provided in Section 3.2(d).

(viii) “Card Carrier” shall refer to the printed document to which the Transaction Cards will be matched prior to mailing. The standard size Card Carrier as of the Effective Date is 8 ¹⁄₂” x 11”.

(ix) “Cardholder” means an individual or entity who or that has an Account with an RCSI Customer, RCSI or RCSI’s Affiliates.

(x) “Check” means any check, draft or item processed requiring MICR or required under the terms of the TSA to be processed by First Data.

(xi) “Chip Personalization Services”, means the loading of RCSI data in a manner pursuant to RCSI Chip Personalization Parameters and other designs, instructions and specifications provided by RCSI, on devices (such as a card, fob, cell phone cover or other similar device).

(xii) “Commingle” shall mean the mixing of outgoing Transaction Card mailings with other Statement or Letter mailings between RCSI and other First Data customers. This method is used to spread the consolidation of cards, as a fraud deterrent and to qualify for USPS zip sort credits.

(xiii) “Correspondence Director^SM Services” means certain document formatting and composition services made available in connection with the SCS Services suite of products.

(xiv) “Cryptography Services” have the meaning set forth in Section 4.3.

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(xv) “Digital Card” means those First Data Production Services covered by billing elements 7795, 7700, 7796, and 7797 which provide the ability to affix a digitized image on a plastic Transaction Card.

(xvi) “Electronic Statement” shall mean a Statement that has been composed, presented or delivered in an electronic format using the eMessenger Services.

(xvii) “eMessenger^SM Services” means certain electronic document delivery services and document availability alerting services.

(xviii) “First Data DecisionQuest® Services” means certain customized, communications-related account record decisioning services.

(xix) “Form Type” means the actual paper/form stock upon which First Data prints the Statement, Letter, or Other Correspondence. Form Types include both (a) generic white forms; and (b) preprinted forms.

(xx) “Hand Emboss Services” means those First Data services covered by billing elements 7747 (as described in Schedule C) which provide the ability to accept information, via the FDR-246 and FDR-246 V Hand Emboss Request Form and create a Transaction Card manually on a stand-alone embossing machine.

(xxi) “Inactive Collateral” means inventory material that has not been used in performance of the Production Services within a rolling six (6) month period.

(xxii) “IntelliColor^SM Services” means certain document color printing, MICR printing, selective perforation limited to two (2) perforation plates and related services.

(xxiii) “Key Management Services” has the meaning set forth in Section 4.3(b)(iii).

(xxiv) “Letter” means any non-Statement, non-pin mailer printed correspondence which is performed as part of the Print Production Services.

(xxv) “Manual Rush” means First Data’s rush servicing of an offline RCSI Customer or RCSI request for a Transaction Card. Upon First Data’s receipt of the request for a Manual Rush prior to 5:00 p.m. ET on a Working Day, First Data mails or delivers the Manual Rush Transaction Card Package to a courier on the same Working Day of the request by RCSI or the RCSI Customer. In the event that First Data does not receive the request by 5:00 ET p.m. on that Working Day, First Data will mail or deliver the Manual Rush Transaction Card Package to a courier on the next Working Day. A Manual Rush includes manual embossing of the Transaction Card, Card Carrier printing, manual insertion of the required inserts into the Transaction Card Package, and any other services required to prepare the Transaction Card Package for delivery. Manual Rush applies to any Transaction Card production handled separately from the Basic Production Services for Embossing. If RCSI submits a Manual Rush request prior to 10:00 a.m. ET on a Saturday, First Data will process such request on that same day (Saturday). All Saturday Manual Rush requests submitted by RCSI after 10:00 a.m. ET on that Saturday will be processed by First Data on the next Working Day (Monday). The billing element for a Manual Rush is 7609.

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(xxvi) “*** Program” means RCSI’s MasterCard PayPass RFID Program in support of RSCI’s *** retail client, ***.

(xxvii) “MICR” means magnetic ink character recognition.

(xxviii) “Other Correspondence” means various non-Statement and non-Letter correspondence and other communications (e.g., promotions, inserts, certificates, Checks, and Coupons) to RCSI, RCSI Customers, Cardholders or Affiliates.

(xxix) “Paper Statement” means a Statement that has been printed on a physical, tangible paper form.

(xxx) “PayPass Plastics Services” are the services provided by First Data in support of RCSI’s MasterCard PayPass RFID program, as defined in Section 4.3. The PayPass Plastics Services provided pursuant to this Agreement shall be limited to the use of Static CVC3 values.

(xxxi) “PayPass Specifications and Related Materials” or collectively ‘’PayPass Specifications” means the specifications provided by MasterCard in connection with the MasterCard PayPass RFID program, as well as any and all related documentation, technical manuals, code and related materials, and any and all future or successor versions or releases thereof.

(xxxii) “PEP” means First Data’s PlastiCard Enterprise Presentation functionality.

(xxxiii) “Photocard Services” means those First Data Production Services covered by billing elements 7664, 7665, 7666, 7667, 7668 and 7669 (as described in Schedule C) which provide the ability to affix a digitized photographic image on a plastic Transaction Card.

(xxxiv) “Plasticard Purging” means each manual removal of a Card Carrier, printed PIN/Post mailer, Transaction Card or Transaction Card Package from the production process prior to its Release into the USPS Mailstream as requested by RCSI. This includes, but is not limited to, pull and destroy, pull and mail to a different address, or pull and mail overnight and is covered by billing element 7615.

(xxxv) “P.O. Returns” means mail returned from the USPS that was undeliverable to the addressee.

(xxxvi) “RCF Portfolio” means RCSI’s Retail Consumer Finance.

(xxxvii) ‘’RCSI Chip Personalization Parameters” mean the parameters and instructions provided by RCSI to First Data.

(xxxviii) “RCSI Rules” means RCSI’s directives, instructions and procedures as they change from time to time. To the extent that a change in the RCSI Rules would qualify as a New Production Service or as an RCSI-Initiated System Enhancement, such changes to RCSI Rules created after the Effective Date are subject to Section 3.7 of this Agreement.

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(xxxix) “RCSI System” means the in-house data processing system of RCSI from which First Data will receive Print Production Services and Plastics Production Services transmissions.

(xl) “RFID” means radio frequency identification.

(xli) “RFID Card” means a plastic card which contains an embedded chip (sometimes referred to herein as “PayPass Chip”) and uses a contactless chip interface to communicate transactional data with a radio frequency reader.

(xlii) “Replacement Statement” shall mean a printed copy of the original Statement generated during normal Statement cycling.

(xliii) “Reprint” means a Statement, Letter, Other Correspondence, Transaction Card, Card Carrier, or other insert (either individually or at the job level) that has been re-printed after the initial print run due to damage (or other issue) caused during the initial Statement printing process within First Data.

(xliv) “Rerun” means any Paper Statements, Electronic Statement, Letter, Other Correspondence, Transaction Card, Card Carrier or other insert that has been identified as having incorrect data that will be or has been programmatically recomposed.

(xlv) “Same-Day Plastics” means those Transaction Card Packages required to be completed on the same Working Day, so long as First Data receives the Same-Day Plastics request by 3:00 ET p.m. on that Working Day. In the event that First Data does not receive the Same-Day Plastics request by 3:00 p.m. ET on that Working Day, First Data will mail the Same-Day Plastic on the next Working Day. For Same-Day Plastics processed on Saturday, if RCSI submits a Same-Day Plastics request prior to 10:00 a.m. ET, First Data will process such request on that same day (Saturday). All Saturday Same-Day Plastics requests submitted by RCSI after 10:00 a.m. ET on that Saturday will be processed by First Data on the next Working Day (Monday). Billing element 7678 covers this Production Service.

(xlvi) “SCS Services” means the suite of communication related services (the ‘Strategic Communications Solutions^SM (or SCS) Services’) composed of the following groups of services: Correspondence Director^SM Services, IntelliColor^SM Services, First Data DecisionQuest® Services, and eMessenger^SM Services.

(xlvii) “Set-up” means any form dimensional or perforation dimensional configuration change.

(xlviii) “SF Portfolio” means RCSI’s Sales Finance Account portfolio.

(xlix) “Statement Package” means the entire package, inclusive of the printed Statement, inserts, and return and outer envelope.

(l) “Statement Production” means the process of receiving, printing, inserting, zip sorting and Releasing into the USPS Mailstream all Statements and Statement Packages.

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(li) “Statements” means the monthly financial, billing and transaction summaries required by RCSI that notify a RCSI Customer or Cardholder or Affiliate of the status of the Account.

(lii) “Support Services” means non-standard Statement Production, Transaction Card Production and/or other activities or processes required to satisfy RCSI requirements or RCSI Customer requirements under this Agreement and are set forth in Section 6 of this Schedule A.

(liii) “Tap Test” means the testing performed by the USPS to verify compliance with USPS requirements.

(liv) “Transaction Card” means the embossed Cardholder plastic card which is used to execute transactions on an Account.

(lv) “Transaction Card Package” means the envelope and its contents which include the Transaction Card(s), Card Carrier and any related inserts.

(lvi) “Transaction Card Production” means the process of producing and processing all Transaction Cards.

(lvii) “WMS” means RCSI’s “Warehouse Management System” software as it exists by version, functionality and application.

(b) Capitalized terms used in this Schedule A are defined in the context in which they are used and shall have the meaning herein indicated. Capitalized terms not defined in this Schedule A shall have the meanings set forth in the text of this Agreement, its Schedules or its Exhibits. References to this Agreement shall mean the text of this Agreement and any and all Exhibits, Schedules, Attachments or Addenda thereto, as it may be amended from time to time. Unless otherwise provided to the contrary, any reference herein to a “Section,” or “Schedule” shall be deemed to refer to a Section of, or Schedule to, this Schedule A.

1.3 Days of Coverage

First Data shall perform the Production Services in accordance with the following:

(a) First Data shall perform the Production Services related to Statements on Production Days (unless otherwise set forth in this Agreement).

(b) Unless otherwise set forth in this Agreement, First Data shall perform the following Production Services on Business Days:

(i) Transaction Card Production Services; and

(ii) All Print Production Services except the Production Services related to Statements.

(c) First Data shall perform the Production Services not set forth in Sections 1.3(a) and 1.3(b) on Working Days unless otherwise mutually agreed by the Parties.

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2. DATA TRANSMISSIONS

(a) First Data shall provide most of the data used to perform the Production Services. However, during the Term, First Data will accept data transmission and file feeds from the RCSI System, RCSI, RCSI Customers, RCSI Affiliates and other third parties, as applicable, as may be required to provide the Production Services. To the extent the relevant files, feeds or transmissions of RCSI Data originate or are received by First Data from a system other than the First Data System, RCSI shall reasonably cooperate with First Data and coordinate with any RCSI Customers or other third parties as reasonably necessary to enable First Data to perform its respective work, which cooperation shall include:

(i) providing First Data such access to any relevant RCSI and RCSI Affiliate facilities from which such data is transmitted as is reasonably necessary for First Data to perform the relevant Production Services;

(ii) providing access to the RCSI System to the extent reasonably necessary for First Data to perform the Production Services and permitted under any underlying agreements with third parties; and

(iii) providing any other information that a person with reasonable commercial skills and expertise would find reasonably necessary for First Data to perform its work.

(b) First Data shall promptly notify RCSI if an act or omission of a third party or RCSI may cause a problem or delay in providing the Production Services, and RCSI shall use commercially reasonable efforts to work with First Data to prevent or circumvent such problem or delay.

(c) RCSI shall use commercially reasonable efforts to provide First Data with at least thirty (30) days advance notice, or such longer period of advance notice as may be reasonable under the circumstances, of changes to or affecting data transmissions or file feeds to the First Data System.

3. PRINT PRODUCTION SERVICES

3.1 Basic Production Services for Statements and Letters

Subject to separate billing rules in accordance with the provisions of Schedule C, First Data shall perform the Basic Production Services for Statements and Letters (Billing Element Numbers 0601, 7471, 7801) which are:

(a) First Data shall receive, collect, organize, decipher and present (in tangible written form) print-ready data collected from the First Data System (as defined in the TSA), relevant RCSI systems or an equivalent third party source.

(b) From the data referenced in Section 2 above, First Data shall prepare the Statements, Letters and Other Correspondence in the format required by RCSI Rules (e.g., paper) in quantities and on the schedule as agreed by the Parties and subject to Section 3.5(h). The process for the printing and mailing of Paper Statements under this Section 3.1 is described in Exhibit A-1 to this Agreement. Based on RCSI Rules in each instance, First Data’s responsibilities shall include the following:

(i) Subject to the provisions of Schedule C, provide Statements, Statement Packages and Letters in accordance with the following specifications: 6 15/16 x 11 inch form stock, simplex, black and white, 20 or 24 lb paper, 20 or 24 lb envelopes, insert processing, outside envelopes and remittance envelopes for *** pages.

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(ii) Obtain release from RCSI which RCSI will attempt to provide no later than 7:00 am ET prior to Statement, Statement Package, and Other Correspondence release into production of Statements, Statement Packages, and Other Correspondence. Regardless of whether First Data has received release from RCSI in accordance with this Section, First Data may begin the production process as of 7:00 a.m. ET.

(iii) Correct all errors in a timely fashion (which correction shall be at the sole cost of First Data in the event that any error is caused by First Data).

(iv) Print Statements, Letters and Other Correspondence (to the extent Other Correspondence is not supplied by third parties).

(v) Ensure form and Form Type compliance with First Data requirements as they may change from time to time; and

(vi) Subject to Section 3.1(b)(ii), provide RCSI with the opportunity for prior review and approval of Statements, Letters and Other Correspondence prior to Commingling, and subject to the requirements surrounding Holds in this Agreement.

(c) Based on RCSI Rules in each instance (and as required by RCSI) First Data shall perform the functions necessary to insert, sort, zip sort and Release into the USPS Mailstream all Statements, Letters and Other Correspondence. First Data’s responsibilities shall include the following:

(i) Review marketing and legal material received from RCSI, RCSI Affiliates or RCSI Customers (or their agents) to determine (in accordance with weight restrictions for mailings and RCSI Rules), whether and when such materials will be included in the applicable Statement, Letters and Other Correspondence mailings. RCSI will abide by the insert specifications provided to RCSI by First Data as of the Effective Date. The Parties will mutually agree to any material changes to the inserts specifications after the Effective Date, and neither Party will unreasonably withhold consent to such changes. First Data will use commercially reasonable efforts to accommodate exceptions to the insert specifications to the extent reasonably possible consistent with the Parties’ past practices prior to the Effective Date (including First Data providing feedback to RCSI if the inserts provided are not in compliance with First Data’s specifications).

(ii) Trim, burst, fold and insert Statements, Letters and Other Correspondence and other RCSI-approved materials into the correct envelopes in the order and priority required by RCSI Rules.

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(iii) Supply and affix the required postage prior to zip sorting those envelopes being delivered to their respective intended recipients by the USPS or other non-USPS mail courier.

(iv) Seal and Release into the USPS Mailstream or release to the other non-USPS mail courier (in compliance with the time frames required by RCSI) envelopes containing Statements, Statement Packages, Letters and Other Correspondence and/or other RCSI-approved material that are to be delivered to their respective intended recipients by the USPS or other non-USPS mail courier.

(v) Confirm to RCSI Release into the USPS Mailstream, or other non-USPS mail carrier, of Statements, Statement Packages, Letters and Other Correspondence and associated materials.

(vi) In the event that any Statement, Statement Package, Letter, or Other Correspondence is returned to First Data by the USPS or any other non-USPS mail courier, First Data shall identify the appropriate Cardholder or RCSI Customer Account, notify RCSI that the Statements, Statement Package, Letters and Other Correspondence have been returned, and comply with RCSI Rules; and

(vii) Provide at least fourteen (14) pocket insert capability to support the *** Portfolio.

3.2 SCS Services

(a) From the data referenced in Section 2 above, First Data shall prepare the Statements, Letters and Other Correspondence for SCS Services in the format required by RCSI Rules (e.g., paper) in quantities and on the schedule agreed by the Parties and subject to Section 3.5(h). The process for the printing and mailing of Paper Statements under this Section 3.2 is described in Exhibit A-1 to this Agreement.

(b) First Data shall in addition to the Basic Production Services for Statements and Letters set forth in Section 3.1 provide to RCSI a suite of certain communication related services (the “SCS Services”). The SCS Services shall be composed of the following groups of services as described below: Correspondence DirectorSM Services, IntelliColorSM Services, First Data DecisionQuest® Services, and eMessengerSM Services and are more fully described below.

(c) As of the Effective Date, First Data has not implemented the SCS Services for all the RCSI Customers and portfolios. First Data will implement the SCS Services in accordance with the timeframe and description set forth in Exhibit A-2.

(d) Attached as Exhibit A-3 is a sample page of a Statement produced as of the Execution Date on the Drop on Demand technology. The sample contained in Exhibit A-3 shall be the quality baseline for the output First Data produces from the Print Production Services after April 1, 2010. The Parties acknowledge that the appearance of any particular Statements, and as applicable Letters, will contain minor variations depending on the image being presented thereon. Except as otherwise provided in this Section, Exhibit A-3 is attached for example purposes only and its inclusion in this Agreement in no way alters

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First Data’s obligations hereunder. The Parties acknowledge that the attached sample itself may degrade over time, and therefore, upon mutual agreement, the Parties may refresh the sample as necessary.

(e) Certain of the SCS Services have been bundled together for purposes of pricing in accordance with billing element 7814 (the “Basic Bundled SCS Statement and Letter Services”). Subject to separate billing rules in accordance with the provisions of Schedule C, First Data will perform the following Basic Bundled SCS Statement and Letter Services:

(i) First Data will print Statements and Letters using 6 15/16 x14 inch, white, 24lb bond MOCR paper, envelopes in approximately the following distribution: *** 20 lb, *** 24 lb, *** 28 lb envelopes.

(ii) Up to *** Form Types for Paper Statement Production are included in the Basic Bundled SCS Statement and Letter Services as of the Effective Date. First Data will also provide *** additional Form Type as part of the Basic Bundled SCS Statement and Letter Services for each new RCSI Customer portfolio added by RCSI after the Effective Date. RCSI and First Data will aspire to retain *** or less Form Types for Statements. There are no limitations on the number of Form Types for Letters or Other Correspondence. RCSI and First Data will aspire to retain approximately the number of Form Types for Letters as of the Effective Date or to the extent possible reduce the number of Form Types for Letters.

(iii) Duplex print for page one is included.

(iv) Print resolution will be a minimum of 360 x 360 DPI while running at the manufacturer’s then current recommended high-speed production speed. The Parties may mutually agree to change the production speed for the Production Services during the Term.

(v) As of April 1, 2010, these services include a four over one, color on front and black on back printing process. Print coverage on the front of the Statement will total 50%. Print coverage on the back will be black 15%. Coverage percentages are calculated based on uniform coverage over a page.

(vi) A single Setup consisting of two (2) perforation plates per page resulting the following perforation options per page: i) no perforations; ii) single perforation 3  ¹⁄₂” from bottom; iii) two perforations 3  ¹⁄₂” and 7” from top of page; iv) three perforations two perforations 3  ¹⁄₂” and 7” from top and one perforation 3  ¹⁄₂” from bottom of page.

(f) RCSI Portfolios Not on the First Data System (e.g.GECOM/Prox Portfolio/CARMS) SCS Services Requirements

(i) RCSI will send a raw data file containing variable data to First Data for the creation of the Letter production file and Statement file.

(ii) Statements and Letters will be composed by First Data on the Correspondence DirectorSM platform.

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(g) SCS Services Proofing and Testing Support

(i) For the RCF Portfolio and the SF Portfolio Prebill and checker files:

(A) First Data will make the prebill file and the checker file available in color for RCSI to approve.

(B) First Data will store such prebill and checker files in AFP for sixty (60) days.

(C) For Rerun files, First Data will make the Rerun checker file available in color for RCSI to approve.

(D) First Data will store such Rerun checker files for sixty (60) days in AFP in accordance with the TSA.

(ii) For SF Portfolio Statements, First Data will send RCSI an electronic copy of the images and logos for RCSI to proof and approve.

(iii) For the RCF Portfolio Statements, First Data will send RCSI a printed color Statement, rendered in a similar color quality as the color printer used in production, for RCSI to approve. RCSI may request to have the RCF Portfolio’s image and logo proofs printed on the Business Color Proofer and sent to RCSI to approve. The Business Color Proofer resides in the First Data Image Composition Group and renders a similar color quality output of the image as the color printer.

(iv) The Parties will mutually agree to any changes to the processes set forth in this Section. Proofing requirements other than those set forth in this Agreement or otherwise mutually agreed to will be billable to RCSI at the contractual programming rate as set forth in Schedule C.

(v) Test or production samples developed specifically for RCSI will not be provided to current First Data clients or future prospects of First Data without the prior written approval of RCSI.

(h) Scanning and Overlay Specialists (SOS)

(i) RCSI shall submit all images and logos (black & white and color) to be scanned and given image IDs to First Data in a format compliant with First Data’s specification guidelines as of the Effective Date. All changes to First Data’s specifications after the Effective Date will be mutually agreed by the Parties.

(j) eMessenger Services

(i) First Data shall perform the eMessenger Services as of the Effective Date in accordance with billing elements 4726, 4730, 4732, 4733, and 4738 as provided in Exhibit C-4 to Schedule C.

(ii) Electronic eMessenger Statement “Soft/Hard Bounce” Process

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With respect to Electronic Statements in the event of a Soft or Hard Bounce, the following applies:

(A) In the event of a Soft Bounce, which means that the receiving email server (i.e. Yahoo) returned an error message, which may be due to several things including a server issue or no room in the receiver’s “inbox” (“Soft Bounce”), First Data will attempt to deliver messages that have experienced a Soft Bounce in intervals of twelve (12) hours for three (3) attempts. If a message Soft Bounces three (3) times, it is then treated as a Hard Bounce.

(B) A “Hard Bounce” is a message that has (i) experienced a Soft Bounce three (3) times; or (ii) a message that cannot be delivered due to an invalid email address. When a Hard Bounce occurs, First Data sends a letter to the Cardholder that informs the Cardholder that they are being un-enrolled for Electronic Statement delivery.

(C) After a Hard Bounce, First Data then sends the Statement to the next available print cycle for print and mail. Day Zero begins when the Electronic Statement enters the print cycle for production.

3.3 Specific Requirements Regarding Letters

(a) First Data will provide full color printing on the front side of the page for Letters printed under the SCS Services.

(b) For Letters on the ABC and Crown platforms, First Data will print logos in color.

(c) First Data will generate Collection Letters and mail them via USPS certified mail via the USPS.

3.4 Print Production Services Inventory.

(a) Print Production Services Inventory Management.

(i) As requested by RCSI (and pursuant to RCSI Rules) First Data shall provide inventory management (including secure and proper handling thereof) of Statements, Letters and Other Correspondence and the insert materials, forms and envelopes. “Inventory Management” means First Data receiving materials, performing quality checks of materials, weighing, counting, and tracking materials, and recording the storage location and type of materials.

(ii) As part of its Inventory Management functions, First Data shall inventory all materials sent out and received by First Data.

(iii) First Data will maintain an inventory of all Active Collateral used by First Data during the previous calendar month. First Data will conduct a *** audit of the Active Collateral inventory within ten (10) Production Days of the expiration of the previous calendar month, and First Data will provide RCSI with a report upon completion of the ten percent (10%) audit.

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(iv) *** Inventory. If First Data exhausts the allotted *** inserts in the middle of a production cycle, First Data shall complete the remainder of that *** production cycle without including the exhausted inserts in the *** Statement Package for that cycle. During the following production cycle(s), in the event that there are excess *** inserts remaining in the inventory, First Data will exhaust the remaining *** inserts supply.

(v) First Data shall make available to RCSI on-line inventory management reports for Statements, Letters and Other Correspondence insert materials, forms and envelopes. To the extent reasonably possible First Data shall use available WMS functionality as of the Effective Date to support the on-line inventory.

(b) Print Services Inventory Procurement.

As requested by RCSI (and pursuant to RCSI Rules) First Data shall order and stock materials required for Statement, Letters and Other Correspondence production, including envelopes and paper, so that there is a sufficient supply available at all times to perform the Production Services.

(c) Obsolete Print Services Inventory.

(i) On a rolling six (6) month calendar basis beginning on the Effective Date, First Data shall conduct a complete inventory of any materials that have not been used by First Data during the past six (6) calendar months (“Inactive Collateral”), and First Data will provide RCSI with a report upon completion of the inventory. Test samples, scrap inventory adjustments, or items shipped to RCSI will not be considered a production issuance for determining whether stock is Inactive Collateral.

(ii) First Data shall, at its own expense, dispose of any Inactive Collateral resulting from the routine course of production.

(iii) Once an inventory item has been identified as being Inactive Collateral, First Data will notify RCSI to determine whether the item should be destroyed or shipped to RCSI or an RCSI Customer. RCSI shall respond to First Data within thirty (30) days of the receipt of the notice. First Data must destroy or ship any Inactive Collateral within thirty (30) calendar days of such notification to destroy or ship by RCSI.

3.5 Other Print Production Services

(a) Replacement Statements

Upon request by RCSI, First Data will prepare, print and Release into the USPS Mailstream Replacement Statements. Replacement Statements will be printed in black and white. Such Replacement Statements will also be stored as black and white on AFP OnDemand.

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(b) Document Archival

Until such time as the Parties execute a statement of work, amendment or other written document addressing new document archival functionality, in accordance with the TSA, First Data will use the AFP OnDemand product and functionality existing as of the Effective Date for document archival purposes under this Agreement.

(c) MICR Usage for Checks, Coupons, and Other Correspondence.

(i) First Data shall perform Magnetic Ink Character Recognition (MICR) printing for Checks, Coupons, and Other Correspondence. IntelliColorSM Services support the use of spot MICR. RCSI and First Data will mutually agree on a signal strength range. More than 8 million MICR items in a month will incur an additional fee at the charge set forth in Schedule C.

(ii) Additionally, First Data currently provides IntelliColorSM unique security features of void pantograph and microprint lines for Checks. This is in addition to Account number verification, amount in words legal amount field, Check digit validation, colored ink, decorative border, document fraud deterrent icon, embedded data and magnetic ink. As additional security technology becomes available for this process, the Parties may, upon mutual written agreement, incorporate such technology into the Production Services.

(d) Reprints.

(i) First Data will communicate the problem potentially necessitating a Reprint to the RCSI Production team, who will determine whether the Statement, Letter or Other correspondence can be Released into the USPS Mailstream.

(ii) If RCSI determines that the Statement, Letters, or Other Correspondence do not conform to the RCSI Rules, the previously printed Statement, Letters and Other Correspondence will be identified, re-spooled, re-printed and mailed.

(iii) First Data will complete a Root Cause Analysis with corrective action taken.

(iv) Color and black and white Statements and MICR color and black and white Statements damaged during the production process will be reprinted no later than with the next day’s production work at no additional charge to RCSI.

(v) Color and black and white Statements with no MICR will be reprinted in color or black and white, depending on the original set-up of the Statement. Color and black and white Statements with MICR will be reprinted in black & white MICR toner.

(e) Reruns.

(i) RCSI Rules determine when Statements, Letters and Other Correspondence must be re-run.

(ii) A Rerun scenario may occur both prior to Statements being launched to print or after they are in production.

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(iii) With consensus of the First Data and RCSI, First Data will re-schedule all of the necessary work in to the production platform for it to be re-processed, re-printed, inserted and Released into the USPS Mailstream with the earliest possible cycle/mail date.

(iv) First Data will complete a Root Cause Analysis with corrective action taken.

(v) Color Statements and MICR color Statements damaged during the production process will be reprinted no later than with the next day’s production work at no additional charge to RCSI.

(vi) Color statements with no MICR will be reprinted in color. Color Statements with MICR will be reprinted in black & white MICR toner.

(f) First Data will work with RCSI to aspire to retain approximately the number of insert strategies as of the Effective Date or to the extent possible reduce the number of insert strategies (excluding inserts provided by third parties).

(g) Convenience Checks. First Data will print and mail convenience Checks as part of the Production Services.

(h) In the event of ad hoc unique special mailings, the Parties will mutually agree on format, quantity and timeframe.

(i) Paper and Envelopes

(i) After First Data converts to the Drop on Demand technology, RCSI may elect to use any paper within the weight range of *** pounds for Print Production Services, subject to First Data’s reasonable review, testing, and acceptance of such testing results (which results shall not be unreasonably rejected by First Data). First Data testing includes testing on all equipment (i.e. print, insertion and zipsorting equipment) and processes potentially affected by any change in paper weight. First Data will perform such testing at no additional charge.

(ii) RCSI may elect to use envelopes weighted at *** pounds subject to First Data’s reasonable review, testing, and acceptance of such testing results (which results shall not be unreasonably rejected by First Data). First Data testing includes testing on all equipment (i.e. print, insertion and zipsorting equipment) and processes potentially affected by any change in envelope type. First Data will perform such testing at no additional charge.

(iii) First Data will use commercially reasonable efforts to accommodate RCSI’s requests for changes to paper weight and envelope type during the Term. First Data will allow reasonable access to industry experts and/or consultants to review and test the equipment and processes.

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4. PLASTICS PRODUCTION SERVICES

4.1 Basic Production Services for Embossing

First Data shall perform the Basic Production Services for Embossing (Billing Element Number 7473) which are:

(a) Transaction Card Production, Insertion and Distribution.

First Data shall:

(i) Receive and inspect all plastics required in Transaction Card Production.

(ii) Notify suppliers, and obtain replacements or credits for, plastics that do not meet the applicable specifications. Custom materials may be ordered with RCSI’s approval pursuant to plastic proof or RCSI may order its own plastics.

(iii) Collect, organize and present (including embossing tapes) the necessary emboss-ready data collected from the First Data System (as defined in the TSA), the RCSI System or an equivalent third party source, including any relevant electronic Transaction Card files from RCSI or RCSI Affiliates and any other files containing information concerning production of the Transaction Cards.

(iv) Accurately and timely emboss Transaction Cards, including adding text, numbers and logos in compliance with RCSI’s specifications and approved embossing parameters.

(v) Accurately and timely encode Transaction Cards.

(vi) Accurately and timely print required Cardholder information on Card Carriers.

(vii) Provide design support, including support related to magnetic strip parameters.

(b) Based on RCSI Rules in each instance, First Data shall perform all functions necessary to insert, sort, mail and timely, reliably and accurately deliver to their intended recipients Transaction Card Packages and related materials. First Data’s responsibilities shall include the following:

(i) Print and fold Card Carriers.

(ii) Data match Transaction Cards and the Card Carriers.

(iii) Insert and append Transaction Cards onto the corresponding Card Carriers.

(iv) Insert the Card Carriers (and affixed Transaction Cards) and other RCSI-approved materials into the correct envelopes in the order and priority required by RCSI Rules to create the Transaction Card Package..

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(v) Supply and affix the required postage and zip sort for those Transaction Card Packages being delivered to their respective intended recipients by the USPS or other non-USPS mail courier.

(vi) Seal and Release into the USPS Mailstream the Transaction Card Packages and/or other RCSI approved material that are to be delivered to their respective intended recipients by the USPS or other non-USPS mail courier.

(vii) Confirm delivery to the USPS, or other non-USPS mail carrier, of the Transaction Card Packages and associated materials.

(viii) In the event that any Transaction Card Package is returned to First Data by the USPS or any other non-USPS mail courier, First Data shall identify the appropriate Cardholder or RCSI Customer Account, notify RCSI that the Transaction Card Package has been returned, and comply with any other relevant RCSI Rules.

4.2 Other Plastics Production Services

In addition to the Basic Production Services for Embossing, First Data shall perform the following additional Plastics Production Services:

(a) Accurately and timely include and print the CVV number on the reverse side of the Transaction Card.

(b) Accurately and timely produce replacement, duplicate, and secondary cardholder Transaction Cards charged on a per plastic basis (as and when requested by RCSI) and mail such Transaction Cards to the specified address set forth in the request.

(c) Perform (as requested by RCSI or in the RCSI Rules) services respecting the following: ultragraphic/graphic imaging, card labeling (including activation labels), card mailers, Rush Plastics and Same-Day Plastics, PIN mailers and card pulls.

(d) As applicable per RCSI Rules or as instructed by RCSI, match photo supplied in data files with the single photo upon the Transaction Card.

(e) Perform Mass Re-Issues in accordance with the RCSI Rules. “Mass Re-Issue” means Transaction Card Packages that are force triggered by RCSI and not automatically triggered by the First Data System, the RCSI System or Commingled with daily Transaction Cards, and require a capacity reservation form for production scheduling and a project request for any design changes needed to facilitate the production.

4.3 PayPass Plastics Services for the *** Program

(a) In connection with the *** Program, First Data shall provide RCSI with card personalization, Chip Personalization and other related services (hereinafter referred to as the “PayPass Plastics Services”).

(b) First Data will perform the PayPass Plastics Services for the *** Program, including the following:

(i) Chip Personalization of the RFID Cards pursuant to the RCSI Chip Personalization Parameters, RCSI’s designs and instructions, and the PayPass Specifications, which are provided in Exhibit A-5.

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(ii) Cryptography Services:

(A) ***

(B) ***

(C) ***

(iii) Key Management Services:

(A) ***

(B) ***

(C) ***

(D) ***

(c) Plastic card fulfillment for PayPass Plastics Services shall be provided through First Data’s PEP system, using PEP card carriers.

(d) First Data shall not, in connection with PayPass Plastics Services for the *** Program, be required to provide Chip Personalization Services for monthly RFID Card volumes in excess of 350,000, unless otherwise mutually agreed upon in writing by the Parties. RCSI shall in any event comply with First Data’s existing capacity reservation processes in connection with its use of the PayPass Plastics Services to the same extent that RCSI is so required to comply with such capacity reservation processes in connection with mag-stripe plastics.

(e) Hand Emboss Services and Photocard Services are not available in connection with the PayPass Plastics Services.

(f) First Data shall be responsible for damage to RFID Cards, solely for volumes in excess of three percent (3%) of the total volume of RFD Cards with respect to which First Data provides PayPass Plastics Services to RCSI hereunder, and solely to the extent such damage occurs while such RFID Cards are in First Data’s possession. Any such damaged RFID Cards shall be shredded by First Data pursuant to the terms set forth in the PSA. In no event shall First Data be responsible for any damage to any RFID Cards following their removal from First Data’s facilities.

4.4 Transaction Card Natural Re-Issue

For Natural Reissue Plastic (PLCC and DC portfolios utilizing plastic expiration date logic) production, First Data will perform the following:

(a) On day one (1) of the month prior to the month of the expiration date of a Transaction Card, the mainframe creates an embossing file with all Accounts that “qualify” for reissue.

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(b) Qualification is determined by RCSI driven PCF and Rules setting.

(c) At a minimum this file will be segmented into four (4) separate embossing tapes of an equal proportion.

(d) At the beginning of each week, during the month prior to the month of the expiration date of a Transaction Card, these separate embossing tapes will be launched into production.

(e) Each embossing tape will be completely produced and mailed with fifteen (15) calendar days or ten (10) Business Days, whichever is greater, with a commitment that First Data will produce and mail all reissue packages by the last day of the month prior to the month of the expiration date of a Transaction Card.

4.5 Plastics Production Services Inventory.

(a) Plastics Services Inventory Management.

(i) As requested by RCSI (and pursuant to RCSI Rules) First Data shall provide Inventory Management (including secure and proper handling thereof) of plastics and Transaction Cards, Card Carriers, envelopes, forms and related insert material.

(ii) As part of its Inventory Management functions, First Data shall inventory all materials sent out and received by First Data.

(iii) First Data will maintain an inventory of all Active Collateral used by First Data during the previous calendar month. First Data will conduct a *** audit of the Active Collateral inventory within ten (10) Production Days of the expiration of the previous calendar month, and First Data will provide RCSI with a report upon completion of the *** audit.

(iv) First Data shall make available to RCSI on-line inventory management reports for Transaction Cards, plastics, insert materials, forms and envelopes. To the extent reasonably possible First Data shall use available WMS functionality as of the Effective Date to support the on-line inventory.

(b) Plastics Services Inventory Procurement.

As requested by RCSI (and pursuant to RCSI Rules) First Data shall order and stock materials required for plastics, Card Carriers, envelopes, forms and related insert material, so that there is a sufficient supply available at all times to perform the Production Services. RCSI agrees to provide First Data with special order quantities for new portfolio setups, dailies, natural re-issues, Mass Re-issues, flips and other one-time projects as requested by RCSI.

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(c) Obsolete Plastics Services Inventory.

(i) On a rolling six (6) month basis beginning on the Effective Date, First Data shall conduct a complete inventory of the Inactive Collateral related to the Plastics Production Services, and First Data will provide RCSI with a report upon completion of the audit. Test samples, scrap inventory adjustments, or items shipped to RCSI will not be considered a production issuance for determining whether stock is Inactive Collateral.

(ii) First Data shall, at its own expense, dispose of any Inactive Collateral resulting from the routine course of production.

(iii) Once an inventory item has been identified as being Inactive Collateral, First Data will notify RCSI to determine whether the item should be destroyed, shipped to RCSI or an RCSI Customer, or whether RCSI would like First Data to arrange for storing such items for future use. RCSI shall respond to First Data within 30 days of the receipt of the notice. First Data must destroy or ship any Inactive Collateral within thirty (30) calendar days of such notification to destroy by RCSI.

4.6 Digital Card Print Services.

(a) First Data will provide RCSI with digital card print services in connection with the Plastics Production Services (the “Digital Card Print Services”). The Digital Card Print Services shall include receipt by First Data of various digital images or marks from RCSI or third parties as contracted by RCSI, First Data’s preparation of the submitted images or marks for card application, and First Data’s application of such digital images or marks to plastic stock on an as-needed basis. Digital Card Print Services shall be performed in accordance with the description of services set forth in Schedule C of this Agreement at the rates set forth therein.

(b) First Data will provide PlastiCard Image Management, which is the acceptance and management by First Data of each remotely scanned image for use on the First Data PlastiCard Custom Services Imaging Center database to be used for digitizing on a “white” plastic. The service includes storage of scanned images for up to five (5) years. This is a one-time fee assessed when First Data receives the image and can be used for replacement cards, account transfers, etc.

(c) First Data will prepare digital images and apply each stock level digitally prepared image edge-to-edge on a Transaction Card. The service includes a CardGuard seal over the digital image. Application of each Cardholder level digitally prepared image edge-to-edge on a Transaction Card and includes a CardGuard seal over the digital image.

5. TECHNOLOGY USED TO PERFORM THE PRODUCTION SERVICES

5.1 Print Production Services

(a) As of the Effective Date, First Data shall continue to utilize its technology used prior to the Effective Date to print Statements, Letters and Other Correspondence.

(b) In accordance with Section II of Exhibit A-2, First Data will implement by April 1, 2010 Drop on Demand technology using variable drop size technology (or its equivalent) in order to perform the Print Production Services.

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(c) First Data shall (i) ensure that no *** Statements, Letters, and Other Correspondence are produced using two different technologies at all times during the Term; and (ii) make commercially reasonable efforts to produce the non-*** RCSI Customer Statements, Letters, and Other Correspondence for an individual RCSI Customer on a single technology at all times during the Term.

5.2 Plastics Production Services

As of the Effective Date, First Data shall continue to utilize its technology, subject to Section 6.4(b), used prior to the Effective Date to perform the Plastics Production Services.

6. SUPPORT SERVICES

6.1 Introduction

Based on RCSI Rules in each instance, First Data shall perform the functions necessary to support the Production Services specified by RCSI (“Support Services”). First Data’s responsibility shall include the following Production Services provided in this Section 6:

6.2 Perform Quality Checks and Reviews of Production Output of Transaction Cards, Letters, Statements and Other Correspondence.

(a) First Data shall perform quality checks and reviews of production output of Transaction Cards Packages, Statement Packages, Letters, Statements and Other Correspondence as reasonably requested by RCSI. Such quality checks include: the quality sampling included in Exhibit B-1 (Service Level Metrics), pre-production sampling and quality reviews, and other quality checks as agreed by the Parties.

(b) First Data will provide scanned images to RCSI for RCSI internal audit upon request by RCSI.

6.3 RCSI Customer Requirements

Certain RCSI Customers have unique production and processing requirements and First Data shall perform the functions necessary to support the Production Services (as specified by RCSI) for such RCSI Customers from time to time.

6.4 Mail Tracking and Barcoding

(a) First Data will perform mail tracking Production Services, including:

(i) Track all mail at the Account level; and

(ii) Provide the Account number for all tracked mail that has missed the 2 Day SLA to RCSI within five (5) Production Days of not achieving the two (2) day Statement Cycle Time.

(b) First Data will perform the following functions with regard to barcoding:

(i) First Data will implement in accordance with Exhibit A-2 the technology referenced in this Section 6.4(b) by April 1, 2010.

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(ii) First Data will utilize camera technology that reads barcodes placed on materials and interfaces with a control file. Through reading and tracking the barcoding on selected materials, First Data will track and validate that the correct materials are being utilized in performing the Production Services.

(iii) For items procured by First Data, First Data will print two dimensional barcodes onto forms (excluding white forms), Card Carriers, envelopes and inserts.

(iv) For items not printed by First Data, RCSI will print the two dimensional barcode onto the items which barcodes comply with First Data requirements that have been made known to RCSI as of the Effective Date. Any changes to these requirements shall be mutually agreed by the Parties.

(v) First Data will scan the two dimensional barcodes that comply with First Data requirements that have been made known to RCSI as of the Effective Date onto forms (excluding white forms, which will only contain the inserting machine instruction barcode), Card Carriers, envelopes and inserts. Any changes to these requirements shall be mutually agreed by the Parties.

(vi) First Data will create and maintain a control file that contains RCSI’s requirements for inserts included on the xxxx of materials.

(vii) Insert machines at all First Data facilities from which First Data is providing the Production Services will have cameras mounted on the portions of the stations that pull material and scan the barcodes. In the event that the information obtained from the scanned barcode does not match the information contained in the control file, First Data will Hold the production process, will intervene manually, and will resolve the mismatched production error. First Data will restart the production process upon resolution of the issue identified during the barcoding process.

(viii) Print engines have cameras mounted on each engine or within the paper path as determined adequate for each hardware type.

(ix) Manual processing procedures will require validation via handheld scanners. These processes will be evaluated over time and may be adjusted as mutually agreed by the Parties.

6.5 POSTAGE RELATED SERVICES

(a) First Data shall comply with all USPS mailing requirements (e.g. Tap Test requirements).

(b) First Data shall Commingle the mail for Print Production Services related mail and Plastics Production Services related mail for RCSI as well as First Data’s other clients’ white mail.

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(c) First Data shall maintain or improve the discount, mailing, distribution or other agreements with USPS or other non-USPS mail couriers, including but not limited to CASS Certification subject to the other provisions of this Section 6.5 and Section 3 of Schedule C (Postage).

(d) First Data shall perform marketing and postal weight management-related services in accordance with the instructions from First Data Decision Quest Services or other applicable decision or instruction tool services. Such services shall include (i) accepting inputs of 0.001 ounce increments for the fields and associated calculations for Statement component weights, and (ii) utilizing *** ounces as the set point for maximum fulfillment package weight before transitioning from USPS 1 ounce mail rate to the USPS 2 ounce mail rate for all RCSI Customers except for ***, which shall operate at *** ounces.

(e) First Data shall perform *** seven (7) day Mail pass for the Print Production Services excluding the First Data Holidays. First Data shall perform *** six (6) day Mail pass for Plastics Production Services, excluding Sundays and First Data Holidays. This Section is subject to the regulations, laws and rules governing the USPS and its mail acceptance.

(f) Either Party shall have the right to reject any proposed envelope design which will violate applicable USPS regulations.

(g) First Data shall provide RCSI with the ability to track postage costs incurred at the RCSI client level.

6.6 Design Support Services

First Data will perform the following design Support Services:

(a) Provide design support for Statement, Letters, Other Correspondence Form Types.

(b) Provide design support for Transaction Card and Card Carriers.

(c) Implement and execute at least *** of all SOS image and PEP template M cycle proofs within five (5) Working Days from the time set up is complete in M cycle.

6.7 PROBLEM MANAGEMENT SERVICES

(a) General First Data Responsibilities.

First Data shall identify, track and manage the problems arising from or relating to the Production Services (“Problem Management” and “Problem Management Services”). First Data shall implement and maintain processes and procedures under which a single point of contact has end-to-end responsibility for each problem arising from or relating to the Production Services in order to minimize redundant contacts with RCSI. First Data shall provide to RCSI a copy of the Problem Management policies and procedures.

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(b) Specific First Data Responsibilities.

(i) First Data’s responsibilities with respect to Problem Management Services shall include the following:

(A) Identifying, resolving, and performing a Root Cause Analysis of all problems within five (5) Working Days of First Data’s receipt of notice of the problem;

(B) Logging reported problems upon receipt from RCSI (or its third party providers) as identified by First Data;

(C) Monitoring, controlling and managing each problem arising from or relating to the Production Services until it is corrected or resolved to the satisfaction of RCSI;

(D) Correcting or resolving all problems relating to the Production Services in the times set forth by RCSI (problem corrections will be subject to verification by the authorized RCSI affected end user or control person) (correcting First Data-caused errors at First Data’s expense);

(E) Adhering to the procedures for problem escalation, review and reporting as agreed upon by the Parties and also taking appropriate measures to avoid recurrence of problems; and

(F) Monitoring, measuring and providing reports in the format required by RCSI related to problems, including statistics on the types of problems, total number of problems, outstanding problems and resolution times (including the average time to resolve problems) for the Production Services in general, for specific portions of the Production Services, and for individual RCSI Affiliates and RCSI Customers.

(ii) First Data shall maintain on-going communication with RCSI with respect to the problems from notification through until final resolution. First Data shall, for each problem, provide prompt notification to RCSI of system outages or processing delays and shall otherwise provide regular and timely progress updates that clearly indicate the nature of the problem, the estimated time to correction, and potential short-term alternatives. First Data shall make known to RCSI information regarding the status of significant problems on at least a daily basis (or more frequently as appropriate). First Data shall track and report any backlog of unresolved problems.

(iii) First Data shall engage and manage third party First Datas and vendors as necessary to localize and resolve problems that arise from or relate to the Production Services consistent with the RCSI Vendor Material Guidelines.

6.8 DISASTER AND BUSINESS RECOVERY

(a) General

First Data shall perform the following functions regarding disaster recovery for the Production Services:

(i) First Data shall provide RCSI a synopsis of its Production Services disaster recovery plan and will implement the plan as required by the plan. In the event that any of the terms of First Data’s Production Services disaster recovery plan conflict with the terms of this Agreement, the terms of this Agreement shall control.

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(ii) First Data shall provide support (as reasonably requested by RCSI) to meet RCSI’s disaster recovery and business recovery requirements. In connection with that support, First Data shall participate (as required by RCSI) in RCSI disaster recovery tests. First Data will use reasonable efforts to accommodate RCSI’s disaster recovery and business recovery requirements. To the extent there are requirements First Data cannot accommodate, First Data will make reasonable efforts to find alternative solutions.

(iii) If such requirements and related accommodations would require system modifications or provision of unique services, such modifications or services may be considered New Production Services or RCSI-Initiated System Enhancements, if and as applicable.

(iv) In the event of a disaster event ***

(v) In the event of a disaster event or Outage at either (but not both) First Data output print and mail facility in Omaha:

(A) First Data will recover the impacted site’s production volume at the alternate Output location in order to commence provision of Production Services within ***. To the extent applicable, such services remain subject to Section 16.3 (Force Majeure) of the Agreement, including with respect to performance of Service Levels.

(B) First Data will implement a 24x7 work schedule that supplements the operations staff during breaks and lunches so that production equipment will only stop for required maintenance.

(C) First Data will redirect the necessary files from the host to the alternate Omaha site.

(D) First Data will create and substitute with generic materials if an adequate supply of the custom stock is not immediately available at the alternate site from off-site storage.

(E) First Data will include regulatory inserts if they are available at the time of the insertion process.

(F) First Data has assumed that a disaster will occur during one shift, so First Data will supply approximately two-thirds of the impacted site’s staffing to staff the alternate site’s work force.

(G) First Data will provide transportation to the alternate site if necessity dictates.

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(vi) In the event that there is a disaster event that impacts both print facilities in Omaha, First Data has *** will make commercially reasonable efforts to restore the Production Services in accordance with Section 16.3 of this Agreement.

(vii) In the event there is a disaster event at either (but not both) First Data plastics facility:

(A) First Data will recover the impacted site’s production volume at the alternate output location in order to commence provision of Production Services within ***. To the extent applicable, such services remain subject to Section 16.3 (Force Majeure) of the Agreement, including with respect to performance of Service Levels.

(B) First Data will implement a 24x7 work schedule that supplements the operations staff during breaks and lunches so that production equipment will only stop for required maintenance.

(C) First Data will redirect the necessary files from the host to the alternate site.

(D) Marketing materials will not be included plastics mailings.

(E) The alternate production site will support standard embossing services, prioritized by Same Day Plastics, Automatic Rush Embossing, dailies, and natural reissues. One time Mass Re-Issues will be prioritized as mutually agreed.

(viii) In the event that there is a disaster event that impacts both plastics facilities, First Data has *** will make commercially reasonable efforts to restore the Production Services in accordance with Section 16.3 of this Agreement.

(b) Disaster recovery for SCS Services:

(i) First Data will test secondary color printing equipment located in an alternate First Data facility with RCSI printing once per year to validate that the alternate color printing equipment maintains proper disaster recovery functionality. First Data will provide these test results to RCSI no later than five (5) Business Days after completion of the test.

(ii) If, as a result of an Outage, First Data has reduced capacity on the color printers First Data uses to provide SCS Services for RCSI, First Data may print certain RCSI portfolios in black and white in accordance with Section 6.8(b)(ii)(D) during the time period from the occurrence of the Outage until such Outage is cured and color printing at full capacity resumes (the “Outage Cure Period”), then

(A) First Data’s standard black and white pricing under Schedule C of this Agreement shall apply, and

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(B) Black and white Statements and Letters printed under this Section will be charged as a Basic Bundled SCS Statement and Letter Service charge.

(C) In no event will e-Messenger services or deliverables (and associated e-Messenger Pricing) be impacted as a result of an Outage.

(D) RCSI may ***

(iii) SCS Service Interruption Plan

First Data shall notify RCSI within six (6) hours of the occurrence of any outage affecting normal production procedures, including any service interruption to the color printer or unexpected downtime that jeopardizes Service Levels or legal regulatory turnaround times (an “Outage”). After discussion and review, a decision regarding the appropriate actions to take to address the Outage (e.g., whether to hold Statements or print in black and white, timing parameters, etc.) will be made by RCSI and communicated to First Data, and First Data will abide by RCSI’s instructions so communicated. Within five (5) Business Days of an occurrence of an Outage, First Data will furnish RCSI with a detailed description of the Outage, including its root cause and impact, and provide such other information relating thereto as RCSI may reasonably request. The term “Outage” shall not be construed to include capacity issues or concerns, and no service interruption to the color printer or downtime shall be permitted due to such issues or concerns provided RCSI provides appropriate capacity reservation documentation. Capacity of equipment shall not affect the printing of color Statements and First Data shall not substitute black and white Statements on that basis.

6.9 TRAINING

First Data shall provide training in accordance with the Production Services. Such training includes First Data’s online computer-based training, product training, and Fast Data training. Production Services training hours utilized are subject to the TSA pool of training hours set forth in Section 14 of Schedule C of the TSA.

7. ANCILLARY SERVICES

7.1 Introduction

If during the Term, RCSI requests an Ancillary Service, upon the provision of such Ancillary Service to RCSI, such service will be deemed a Production Service and shall, pursuant to Schedule C-4 to Schedule C, be subject to the provisions of this Agreement.

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7.2 Ancillary Services Related to Print Production Services

First Data shall provide any of the Ancillary Services related to Print Production Services as of the Effective Date at the charges set forth in Exhibit C-4. Below are additional descriptions of certain of the Ancillary Services that have been used most frequently prior to the Effective Date that relate to Print Production Services:

Billing Element		Title		Description of the Ancillary Service
0622		Remittance Envelopes		This element identifies the charge for the envelope enclosed with the Statement to be used by the customer to remit payment.
4306		First Data Contractual Credits/Debits		This element identifies credit items owed to RCSI and various debit items (if any) are owed to First Data pursuant to this Agreement.
4369		Rebill Forms / Envelopes		This element identifies the charge for forms and envelopes purchased by First Data on RCSI’s behalf.
4398		Miscellaneous		This element identifies the charge for nontaxable miscellaneous charges in accordance with the course of dealing of the Parties prior to the Effective Date or as otherwise mutually agreed by the Parties.
4423		Statements - Paper Rebill		This element identifies the charge for paper used to create RCSI Statements that is purchased by First Data.
4705		Color Duplex-Black on Back 14”		This element identifies the charge for business inkjet color printed on the front side and black on the back side of a 14” x 6 15/16” or 14” x 8 1/2” form. This fee is incremental to black and white printing and mail preparation services. This charge does not include paper.
4713		Paper Quality 3		This element identifies the charge for treated grade 2 paper for color printing of documents. This charge is based on RCSI form’s dimensions.
4720		Correspondence Director		This element identifies the charge for each document composed using the Correspondence Director product. This charge is incurred for documents created for all output media and is an incremental fee per document and per output medium.
6040		Mail Tracker Services		This element identifies the count of Statements receiving PLANET codes based on the appropriate pricing tier established in First Data Schedule C. The PLANET code is a second bar code applied to RCSI mailings in addition to the standard POSTNET bar code. At RCSI request, First Data applies PLANET codes to RCSI mailings to enable you to track the progress of each document. First Data uses the United States Postal Service Confirm tracking service. Each time RCSI document passes

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				through a USPS sort facility, a scan of the bar code is captured and transmitted, enabling RCSI to track documents enroute to RCSI customers. The First Data MailTracker service includes the transmission of one file to RCSI daily. Transmission of multiple files will result in an additional charge. The service also includes transmission of one file to RCSI’s vendor for USPS data processing, but does not include the transaction charges. The MailTracker service allows tracking of only one document by printing a single PLANET code on the Statement address line and/or the remittance address line, at RCSI’s discretion.
7186		Backers, Message Page and Letters		This element identifies the charge for each overlay created by First Data on RCSI’s behalf for use as a backer, message page, or letter. This service includes an original proof, two proof revisions, and a final proof to be approved by you before the information is moved into production.
7187		Checks, Coupons & Ad Messages		This element identifies the charge for creating Checks, Coupons, and advertising messages used on Statements. This service includes the production of proof copies, revisions, and all related activities to move information into production.
7197		Statement - Enterprise Page 1 Duplex		This element identifies the charge for each physical sheet of paper of a customer Statement, that is printed on both sides, and is produced by First Data using the Enterprise Presentation Statement service.
7199		Statement - Enterprise Addl Pages Duplex		This element identifies the charge for each physical sheet of paper of a customer Statement, that is printed on both sides, and is produced by First Data using the Enterprise Presentation Statement service. This charge is in addition to the charge for the first physical page of the Statement.
7325		Pre-press Form Setup		This element identifies the charge associated with creating new Statement form layouts. This element includes Statement layout and set up fees.
7522		Image Composition Rush		This element identifies the additional charge for requests sent to Image Composition for pre-printed form stock such as Statements, Letters, and year-end summaries, that do not meet the following standard turnaround times: Eight days from the time Image Composition receives the request to completion of the first set of proofs; Three days for changes after the first set of proofs have been created; Three days for creating negatives. Turn around times for

Schedule A A - 29 RCSI / First Data Confidential

Final Execution Version

				laser-printed products/services from Advanced Function Presentation are as follows: Fifteen days lead time from submission of request form; Three days for revision.
7801		Print 11 in Simplex - Page 1 Cont		This element identifies the charge for each 11” simplex document page 1 printed. The document printing service includes all the processes necessary to laser print a document on a continuous form.
7806		Print/Mail Prep 14 In Dup Addl Pg Cont		This element identifies the charge for each 14” duplex additional page printed and prepared for mailing. The charge is applicable to each page in addition to the first physical page and is incremental to the charge for the Cont. Page 1 Duplex 14” Print.
7813		Print 11 in Duplex - Page 1 Cont		This element identifies the charge for each 11” duplex document page 1 printed. The document printing service includes all the processes necessary to laser print a document on a continuous form.
7826		Individual Coupon Count		This element identifies the charge for each individual occurrence of a Coupon prepared for print, electronic delivery, electronic display, or inclusion in an output file. This charge is incremental to the print, mail prep, electronic delivery, electronic display, output file, and transmission fees and does not include the charge for paper.
7896		STMT - ENTERPRISE PAGE 1 SIMPLEX - 14		This element identifies the charge for each one-side-printed first page of a 14-inch cardholder Statement produced by First Data using the Enterprise Presentation Statement service. The Enterprise Presentation Statement service allows you to electronically arrange the Statement form, including placement of the payment coupon, creation and placement of logos and graphics, and selection of font types and sizes.
7897		STMT - ENTERPRISE PAGE 1 DUPLEX - 14		This element identifies the charge for each duplex (print on both sides) first page of a 14-inch cardholder Statement produced by First Data using the Enterprise Presentation Statement service. The Enterprise Presentation Statement service allows you to electronically arrange the Statement form, including placement of the payment coupon, creation and placement of logos and graphics, and selection of font types and sizes.

Schedule A A - 30 RCSI / First Data Confidential

Final Execution Version

7.3 Ancillary Services Related to Plastics Production Services

First Data shall provide any of the Ancillary Services related to Plastics Production Services as of the Effective Date at the charges set forth in Exhibit C-4. Below are additional descriptions of certain of the Ancillary Services that have been used most frequently prior to the Effective Date that relate to Print Production Services:

Billing Element		Title		Description of the Ancillary Service
0577		Plasticard Contactless Chip Prsnlization		This element identifies the operational expense of personalizing the contactless chip in Radio Frequency plastics.
7615		Plasticard Purging		This element identifies the charge for each removal of a Card Carrier, printed PIN/post mailer, or plastic from the production process prior to delivery to RCSI or RCSI’s customer. This service includes, but is not limited to, pull and destroy, pull and mail to a different address, or pull and mail overnight with a 3-day turnaround.
7627		Plasticard Forms Purchased		This element identifies the charge for each item of paper material ordered by First Data on RCSI’s behalf including, but not limited to the following: Envelopes; Card activation labels; Card Carriers; Inserts; Mailers
7628		Plastics Purchased		This element identifies the charge for each item of plastic stock ordered by First Data on RCSI’s behalf.
7629		Plasticard Incoming Material Shipping		This element identifies the charge for incoming materials purchased by First Data on RCSI’s behalf.
7664		Plasticard Photo Transfer-Up to 1x1		This element identifies the charge for affixing a digitized photographic image on a plastic Transaction Card.
7666		Plasticard Photo Img Hand/Mrg Up to 1x1		This element identifies the charge for handling and merging images with the corresponding data to create a plastics output file.
7682		Plasticard Enterprise Pres Addl Page		This element identifies the charge for printing personalized check information onto a document and matching this document to a corresponding personalized Card Carrier for insertion into an envelope.
7689		Plasticard Template Creation		This element identifies the charge for creating, painting, or revising an overlay document used to print onto a page for a Card Carrier and/or mailer.

Schedule A A - 31 RCSI / First Data Confidential

Final Execution Version

EXHIBIT A-1

PROCESS FLOW FOR STATEMENT/MAIL PRODUCTION

1. STATEMENT CYCLE DATE SCHEDULING AND SET UP

(a) RCSI will set the Statement cycle date for an individual Cardholder Account at the time that RCSI opens the Account on the First Data System.

(b) RCSI utilizes the First Data cycle scheduling which allows RCSI to set Statement cycle dates every day of the month. The last Statement cycle date of the month is the twenty eighth (28th) day.

(c) For eStatements, RCSI sets a flag at the account level to generate an eStatement.

(d) RCSI applies appropriate materials and insert strategies to the Accounts via PCF (Product Control File settings) and/or DQ (Decision Quest).

(e) For materials provided by RCSI or RCSI clients, RCSI works with their materials vendors to send materials to First Data ten (10) Production Days prior to when the materials are to be utilized in the Pre-xxxx or regular Statement cycle; however, if the materials are sent to First Data in less than ten (10) Production Days, First Data will make commercially reasonable efforts to complete the relevant cycle.

2. PRE-XXXX FUNCTIONS

(a) Five (5) days prior to a Statement cycle date, First Data performs a mock cycle function that generates a subsection of Statements that will also be generated in the actual Statement cycle five (5) days later (“Pre-xxxx”).

(b) RCSI defines which Statements or Statement conditions are to be included in this Pre-xxxx process.

(c) First Data provides the mock Statements generated during Pre-xxxx in a file that is transmitted to RCSI every day except Sunday by approximately 11:00 am CT. First Data loads these mock Statements into AFP On-Demand, every day except Sunday.

(d) During Pre-xxxx, First Data also generates a mock version of the CD-1371 report which provides the details of the insert strategies that RCSI has designated for that Statement cycle. First Data loads the Pre-xxxx CD-1371 report to IDP.

3. STATEMENT CYCLE REQUIREMENTS

(a) First Data performs the Statement cycle as a part of First Data’s nightly system update. After all of the nightly system update is complete, First Data generates and transmits/loads the following files and reports for use by RCSI:

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

(i) In accordance with the TSA, First Data provides RCSI (A) the Statement Checker file, (B) the eStatement checker file, and (B) the Statement Checker IDP report of the CD-1371.

(ii) First Data sends the Statement production files to Output Services for printing.

(iii) First Data also loads the Statement Checker files and Statement Production Files into AFP On-demand as such files become available.

(b) RCSI shall utilize the files and reports provided by First Data under this Section 3 to validate the data; however, regardless of whether RCSI has approved the production files, First Data may commence Statement production by 6:00 a.m. CT. First Data is responsible for remedying all known Defects identified prior to 6:00 a.m. CT.

4. STATEMENT PRODUCTION INVENTORY

(a) RCSI is responsible for providing to First Data all RCSI-procured inventory that is required for use in Statement production.

(b) RCSI will provide First Data with a Statement marketing matrix by approximately the 22^nd of the month prior to the month that RCSI inserts are to be used. RCSI will identify which inserts are (i) Legal/Compliance; (ii) which are marketing; and (iii) indicate RWO (Run Without) for Marketing inserts that RCSI wants First Data to run without if the supply is exhausted during a cycle.

(i) First Data will then move forward to run without that RWO insert as per instructions from RCSI.

(ii) First Data will notify RCSI of the RWO via the Daily Production Call, by email notification, or Dashboard.

(iii) As necessary RCSI will make commercially reasonable efforts to make the needed insert strategy changes in DQ the day of notification, or as quickly as systemically possible, of the RWO situation. In addition to First Data’s responsibilities regarding inventory in Schedule A, RCSI will monitor inventory levels.

(c) Legal/Compliance inserts will be on a RWO/notify as designated by RCSI’s marketing matrix. First Data will continue the production cycle and run without the insert. First Data will provide a report of Account numbers at the Account level detail that mailed without the legal insert to RCSI by 11:59 p.m. on the fifth (5^th) day following the impacted cycle.

5. FILE CYCLE MANAGEMENT

(a) As First Data loads print files into the Production Services system, First Data management reporting is coded to reflect the expected mail date for that cycle. At the end of each day, First Data queries the system to identify any mail pieces

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

that would have a past due mail date. First Data then manages the files through the various processes (print, insert, and delivery to zip sort) with the flow delivering the file of work to the zip sort area by the daily zip sort cutoff time which will vary based by daily production volume. First Data purges the mail through the zip sort process and Releases into the USPS Mailstream by the end of Day 2 of the cycle. For the sake of clarity all mail that First Data presents to the USPS by 11:59 pm CT will be considered accepted by the USPS and recorded on the appropriate USPS mail document to reflect the current mail date.

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

EXHIBIT A-2

IMPLEMENTATION TERMS FOR SCS AND

DROP ON DEMAND TECHNOLOGY

This Exhibit A-2 provides the terms under which First Data will implement for RCSI (with the exception of Canada portfolios and any other portfolios RCSI chooses to exclude from SCS) (i) the SCS platform for the RCSI Statements; and (ii) the new technology described in Sections 5.1.b and 6.4.b of Schedule A that First Data shall utilize to perform the Print Production Services after April 1, 2010.

I. SCS MIGRATION

First Data shall convert the following RCSI Customer portfolios’ Statements from the enterprise platform used as of the Contract Execution Date to the SCS platform in accordance with the timeline provided in the chart below (provided there shall be no payments or penalties due from First Data in connection with this schedule other than as provided in Section II below):

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

II. DROP ON DEMAND AND BARCODING TECHNOLOGY IMPLEMENTATION

A. By April 1, 2010, the following shall be completed:

1. First Data shall install and implement, all Drop on Demand and barcoding technology for RCSI volume (together (a), (b) and (c) below constitute the “Technology”): (a) as described in Sections 5.1.b and 6.4.b of Schedule A; and (b) in accordance with industry standards, manufacturer standards, and any additional specifications otherwise agreed by the Parties. First Data may use existing inventory without barcodes for up to thirty (30) days after April 1, 2010 with the intent to exhaust such existing inventory; however, First Data will use commercially reasonable efforts to use barcoded inventory during this thirty (30) day period in all other situations.

2. First Data shall (A) migrate one hundred percent (100%) of all RCSI Customer portfolios’ Statements (excluding Canada and any portfolio not migrated to SCS) to the Technology; and (B) begin performing the Print Production Services in accordance with this Agreement using the Technology.

B. If First Data fails to satisfy its obligations described in Section II.A above due to the fault of First Data, the following terms shall apply:

1. If First Data is performing the Print Production Services using the Technology in accordance with the terms of this Agreement on more than ninety percent (90%) but less than one hundred percent (100%) of all RCSI Customer portfolios volume (excluding Canada and any other excluded portfolios) on April 1, 2010, then the following terms shall apply:

a. First Data shall have up to twenty-eight (28) Production Days after April 1, 2010 during which First Data may cure its default and migrate one hundred percent of RCSI Customer portfolios’ volume (excluding Canada and any other excluded portfolios) to the Technology (“Initial Cure Period for More than 90% Migration”).

b. If after the expiration of the Initial Cure Period for More than 90% Migration, First Data has not yet begun performing the Print Production Services in accordance with this Agreement on one hundred percent (100%) of the RCSI Customer portfolios’ volume (excluding Canada and any other excluded portfolios), First Data shall provide RCSI with a credit in the amount of

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

seventy-five thousand dollars ($75,000) for every seven (7) Production Days (or portion thereof) that First Data fails to perform the Print Production Services in accordance with this Agreement on one hundred percent (100%) of the RCSI Customer Portfolios’ volume (excluding Canada and any other excluded portfolios), up to a maximum aggregate credit of seven hundred thousand dollars ($700,000).

c. If the maximum aggregate credit described in Section II.B.1.b above is reached, RCSI may terminate this Agreement without charge or penalty. RCSI may exercise the termination right described in this Section for up to one (1) year after the date the maximum aggregate credit described in Section II.B.1.b above is reached.

2. If First Data is performing the Print Production Services using the Technology in accordance with the terms of this Agreement on ninety percent (90%) or less of all RCSI Customer portfolios’s volume on April 1, 2010 (excluding Canada and any other excluded portfolios), then the following terms shall apply:

a. First Data shall provide RCSI with a credit of two hundred thousand dollars ($200,000) on April 1, 2010.

b. First Data shall have up to twenty-eight (28) Production Days after April 1, 2010 during which First Data may cure its default and migrate one hundred percent of RCSI Customer portfolios’ volume to the Technology (“Initial Cure Period for 90% or Less Migration”).

c. If after the expiration of the Initial Cure Period for More than 90% Migration, First Data has not yet begun performing the Print Production Services in accordance with this Agreement on one hundred percent (100%) of the RCSI Customer portfolios’ volume (excluding Canada and any other excluded portfolios), First Data shall provide RCSI with a credit in the amount of seventy-five thousand dollars ($75,000) for every seven (7) Production Days (or portion thereof) that First Data fails to perform the Print Production Services in accordance with this Agreement on one hundred percent (100%) of the RCSI Customer portfolios’ volume (excluding Canada and any other excluded portfolios), up to a maximum aggregate credit of five hundred thousand dollars ($500,000) under this Section II.B.2.c, and a total maximum aggregate credit under this Section II.B.2 of seven hundred thousand dollars ($700,000).

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

d. If the maximum credit described in Section II.B.2.c above is reached, RCSI may terminate this Agreement without charge or penalty. RCSI may exercise the termination right described in this Section for up to one (1) year after the date the maximum aggregate credit described in Section II.B.2.c above is reached.

C. If First Data fails to satisfy its obligations described in Section II.A above primarily due to the fault of RCSI, the credits and termination rights described in Section II.B shall not apply except to the extent described in the next sentence. However, the time frames set forth in Section II.B above shall adjust forward one day for each day of delay caused by RCSI.

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

EXHIBIT A-3

STATEMENT SAMPLE

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

EXHIBIT A-4

CHANGE CONTROL PROCEDURES

The Parties utilize the following Change Control Procedures set forth in the right hand column of the chart below to execute the types of Changes provided in the left column of the chart below.

Change Type		Change Document
Contract term		Amendment, letter of agreement
SOS and PEP image changes		Service Center Request
Project sizing request		PER
Project initiation		Requirements Definition Document
Project Change		Change Control form
Parameter Settings		First Data Systems - including but not limited to: Open Data Streams, Decision Quest, Product Control File, Parameter Control System, and other systems as applicable.
Materials Change		Support Central
FD Initiated System Feature change		Bulletin, and/or Release Notification
Materials Destruction requests and request for new inventory set up inventory code		Support Central
All other		Email

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

EXHIBIT A-5

PAY-PASS SPECIFICATIONS

I. Title Purpose /Description

A. PayPass - Mag Stripe Technical Specification:

Technical specification detailing what must be implemented in PayPass - Mag Stripe chip cards and PayPass - Mag Stripe terminals to process and manage payment application data between the two in a globally interoperable contactless process.

B. PayPass - M/Chip Technical Specification:

Technical specification detailing what must be implemented in PayPass - M/Chip chip cards and PayPass – M/Chip terminals to process and manage M/Chip payment application data between the two in a globally interoperable contactless process.

X. XxxXxxx - XXX/XXX 00000 Implementation Specification:

Technical specification detailing what must be implemented to comply with MasterCard’s ISO/IEC 14443 Implementation Specification. This specification is based on the ISO/IEC 14443 standard, but includes additional information for guaranteed interoperability/compatibility between implementations.

II. PayPass - Mag Stripe Card Approval Process

A. Technical Specifications that describes the mandatory requirement which vendors wishing to supply PayPass cardholder devices (cards, fobs, tags) or their constituent components must complete before the product can be sold to MasterCard issuers and deployed in the field.

B. The PayPass Specifications include the specifications above, any and all future and successor versions or releases thereof, and any other specifications mutually agreed to from time to time in a written amendment hereto.

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Schedule B

Service Levels

FIRST AMENDED AND RESTATED

PRODUCTION SERVICES AGREEMENT

by and between

RETAILER CREDIT SERVICES, INC.

and

FIRST DATA RESOURCES, LLC.

TABLE OF CONTENTS

SERVICE LEVELS							1
1.		INTRODUCTION					1
2.		DEFINITIONS					1
		2.1		Certain Definitions.			1
		2.2		Other Terms.			5
3.		MEASUREMENT, REPORTING, AND SUPPORTING INFORMATION					5
		3.1		Measurement.			5
		3.2		Measurement Tools.			5
		3.3		Reports and Supporting Information.			6
		3.4		Process Management Reviews.			7
4.		SERVICE LEVEL METHODOLOGY					8
		4.1		General.			8
		4.2		Amounts at Risk.			8
		4.3		Excused Service Level Defaults.			8
		4.4		Service Level Defaults.			9
		4.5		Service Level Credits for Critical Service Level Defaults.			9
		Impact of External Defectives					12
		4.6		Special Service Level Credits for Special Service Level Defaults.			15
		4.7		Holds and RCSI System Delays.			19
5.		MODIFICATIONS AND IMPROVEMENTS TO SERVICE LEVELS.					20
		5.1		Addition, Deletion, and Modification of Service Levels.			20
		5.2		Designation of Critical Service Levels.			20
		5.3		Tracking Service Levels and Special Service Levels.			20
		5.4		Weighting Factors.			20
6.		QUALITY-RELATED SERVICE LEVELS					21
		6.1		Print Service Levels.			21
		6.2		Plastics Service Levels.			22
7.		RELATIONSHIP BETWEEN THIS AGREEMENT AND THE TSA REGARDING SERVICE LEVELS					22

LIST OF EXHIBITS

Exhibit B-1 – Service Level Metrics

Exhibit B-2 – CTQ’s

Exhibit B-3 – Intentionally Left Blank

Exhibit B-4 – Customer Billing Groupings

SCHEDULE B

SERVICE LEVELS

1. INTRODUCTION

This Schedule B sets forth the Service Levels that First Data is required to meet or exceed in performing certain of the Production Services during the Term. This Schedule also describes (a) the methodology for calculating Service Level Credits and Special Service Level Credits that will be provided to RCSI by First Data if First Data fails to meet a Critical Service Level or a Special Service Level, and (b) the process the Parties will follow to add, modify or delete Service Levels during the Term.

2. DEFINITIONS

2.1 Certain Definitions.

(a) “ABC/Offline Letter” means a Letter First Data produces from a file that does not reside on the First Data System and is therefore not generated from the First Data system.

(b) “Amount at Risk for Print Production Services” means an amount equal to *** of the total monthly charges for billing elements 0601 – Enterprise Statements, 7814 – SCS Statements and Letters, 7471 – Crown Letters, and 7801 – ABC/Offline Letters payable by RCSI for Print Production Services under this Agreement as described in Exhibits C-1, C-2 and C-4.

(c) “Amount at Risk for Plastics Production Services” means an amount equal to *** of the total monthly charges for billing elements 7473 – Embossing, 7640 – ***, Expedited Turnaround, and 7651 – Mass Reissues (only applicable if First Data fails a Service Level for a Mass Reissue) payable by RCSI for Plastics Production Services under this Agreement as described in Exhibits C-1, C-2 and C-4.

(d) “BRC” means Business Revolving Charge.

(e) “Business Days” means Monday through Saturday, twenty-four (24) hours per day, excluding the First Data Holidays.

(f) “Consumer” means RCSI’s Consumer portfolios.

(g) “Control Chart” means a tool approved by RCSI that is used to monitor, control and improve process performance over time by evaluating variation in performance and identifying its source or root cause.

(h) “Critical Service Level” or “CSL” means those Service Levels that are (i) assigned a Weighting Factor for Print Production Services or a Weighting Factor for Plastics Production Services; or (ii) are so designated as “Critical” in Exhibit B-1 even in the absence of an assigned Weighting Factor for Print Production Services or a Weighting Factor for Plastics Production Services, for which a Service Level Credit is payable in the event of a Critical Service Level Default, and are designated by RCSI in accordance with Section 5.2 of this Schedule B.

Final Execution Version

(i) “Critical Service Level Default” means, with regard to any Critical Service Level, First Data’s failure to perform at a level that meets the corresponding Critical Service Level during any particular Measurement Period.

(j) “Critical To Quality” or “CTQ” means the set of measurable characteristics that describe and specify the quality requirements of a product or service under this Agreement. The CTQ characteristics are set forth in Exhibit B-2 to this Schedule B.

(k) “Dashboard” means the sets of reports, meetings, and other communications currently utilized by First Data and RCSI as the Dashboard report as of the Effective Date. The Parties may revise the Dashboard as mutually agreed by the Parties.

(l) “Defect” means any event that does not comply with the specification of a CTQ (Exhibit B-2).

(m) “Defective” means a Unit with one or more Defects.

(n) “Defects per Million Opportunities” or “DPMO” means the total number of Defects divided by the total number of opportunities for a defect, multiplied by 1,000,000.

(o) “External Defect” has the meaning set forth in Section 4.5(e)(i) of this Schedule B.

(p) “First Data Holidays” means collectively New Year’s Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day as they actually fall on the calendar on any day of the calendar week, including weekends (i.e. not the dates as observed by the U.S. government). Memorial Day shall also constitute a First Data Holiday but shall fall on the day that Memorial Day is observed by the U.S. government.

(q) “Holds” means the frequency and length of time First Data, RCSI and/or RCSI Customers temporarily suspend production and/or mailing.

(r) “Internal Defect” means any instance where a Statement Package, Transaction Card Package, Statement, Letter, or Other Correspondence contains one or more observed Defects, which Defect is discovered prior to the Statement Package, Transaction Card Package, Statement, Letter, or Other Correspondence being Released into the USPS Mailstream by First Data.

(s) “Major Release” means a scheduled First Data event that occurs no more than five times per calendar year, where software changes are made to the First Data system. First Data will provide RCSI with a comprehensive Major Release calendar designating the Major Releases for that calendar year prior to the start of each calendar year.

Schedule B B - 2 RCSI / First Data Confidential

Final Execution Version

(t) “Measurement Period” means, for any Service Level, the period of time during which First Data’s actual performance of the relevant Production Services is to be measured against the corresponding Service Level. The Measurement Period for each Service Level is set forth in Exhibit B-1.

(u) “Other Non-USPS Mail Vendor Delivery” means completed jobs are presented to a mail courier other than the USPS (e.g. PSI or FedEx.)

(v) “Plastics Service Level(s)” means those Service Levels which correspond to Plastics Production Services.

(w) “Plastics Production Services” means the Production Services or functions performed that are related to the embossing and mailing of Transaction Cards set forth in this Agreement, including any Support Services and Ancillary Services related to the embossing and mailing of Transaction Cards.

(x) “Pool Percentage Available for Allocation for Print Production Services” means ***.

(y) “Pool Percentage Available for Allocation for Plastics Production Services” means ***.

(z) “Print Production Services” means those Production Services or functions performed that are related to the printing and mailing of Statements, Letters or Other Correspondence set forth in this Agreement, including any Support Services and Ancillary Services related to the Statements, Letters, and Other Correspondence.

(aa) “Print Service Level(s)” means those Service Levels which correspond to Print Production Services.

(bb) “Product Category” means each product offer by RCSI as designated in this Agreement. As of the Effective Date, there are three (3) Product Categories: BRC, GECOM/PROX, and Consumer. Upon mutual agreement, changes can be made to the meaning of Product Category.

(cc) “Production Day” means those days of the week on which First Data is open for normal operation, which is twenty-four (24) hours per day, seven (7) days per week, excluding the First Data Holidays.

(dd) “Release into the USPS Mailstream” means the point in time at which First Data properly presents items to be mailed (including Statements, Statement Packages, Letters, and Transaction Card Packages) to the USPS in accordance with applicable USPS guidelines, regulations, and laws. If the USPS ceases to accept mail seven (7) days per week (e.g. the USPS accepts mail only five (5) or six (6) days per week), an item will be deemed to be Released into the USPS Mailstream on the date it otherwise would have been Released into the USPS Mailstream had the USPS continued to accept mail seven (7) days per week provided that First Data actually presents the items to the USPS on the first (1^st) following day that the USPS is accepting mail.

Schedule B B - 3 RCSI / First Data Confidential

Final Execution Version

(ee) “Service Levels” are the quantitative performance standards for certain of the Production Services set forth in this Schedule B (Service Levels). Service Levels include all Service Levels, including Tracking Service Levels, Critical Service Levels and Special Service Levels.

(ff) “Service Level Credit” has the meaning provided in Section 4.4(b) of this Schedule B.

(gg) “Service Level Default” means, with regard to any Service Level (including Critical Service Levels and Special Service Levels), (i) a failure by First Data to perform at the level that meets the corresponding Service Level during any particular Measurement Period, or (ii) to properly monitor or measure any Service Level.

(hh) “Special Service Level” means those Service Levels that are described in Section 4.6 of this Schedule B and in Exhibit B-1 for which a Special Service Level Credit is payable in the event of a Special Service Level Default.

(ii) “Special Service Level Credit” has the meaning provided in Section 4.6(a) of this Schedule B.

(jj) “Special Service Level Default” means, with regard to any Special Service Level, First Data’s failure to perform at a level that meets the corresponding Special Service Level during any particular Measurement Period.

(kk) ***

(ll) “Tracking Service Level” means those Service Levels that are (i) not designated as Critical or Special in Exhibit B-1; (ii) not assigned a Weighting Factor for Print Production Services or a Weighting Factor for Plastics Production Services; and (iii) for which no Service Level Credit is payable in the event of a Service Level Default. The Tracking Service Levels are designated in Exhibit B-1.

(mm) “Unit” means the item produced or processed.

(nn) “USPS” means the United States Postal Service.

(oo) —“Weighting Factor for Plastics Production Services” means the portion of the Pool Percentage Available for Allocation for Plastics Production Services that RCSI has allocated with respect to a Critical Plastics Service Level. The Weighting Factor for Plastics Production Services for the applicable Critical Plastics Service Levels as of the Effective Date is set forth in Exhibit B-1, and shall be subject to modification pursuant to Section 5.4 of this Schedule B.

(pp) Weighting Factor for Print Production Services” means the portion of the Pool Percentage Available for Allocation for Print Production Services that RCSI has allocated with respect to a Critical Print Service Level. The Weighting Factor for Print Production Services for the applicable Critical Print Service Levels as of the Effective Date is set forth in Exhibit B-1, and shall be subject to modification pursuant to Section 5.4 of this Schedule B.

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(qq) “Wrong Material” means for purposes of the Wrong Materials SLA any instance in accordance with Section 4.6(c) of this Schedule B that a Statement Package, Letter or Transaction Card Package is received by an RCSI cardholder and (i) contains a barcoded item whose barcode is Incorrect; and/or (ii) contains a white form that (A) does not contain a barcode; and (B) does not comply with the RCSI’s requirements provide to First Data in the xxxx of materials. “Incorrect” means that any barcoded form stock, insert, or envelope does not conform to the instructions provided by RCSI to First Data (in accordance with the Parties’ mutually agreed process for providing instructions) for the appropriate form stock, insert, or envelope. All items, except for white forms as described in Section (ii) above in this paragraph, constituting Wrong Material must contain a barcode. For the avoidance of doubt, if an item contains a Defect that is not related to its barcode, the Defective does not constitute Wrong Material. For clarity purposes, revisions to a form, insert, or envelope are excluded, unless the form code is changed, and missing items are also excluded.

(rr) “Working Day” means Monday through Friday, from 7:00 a.m. through 4:00 p.m. CT, excluding First Data Holidays.

2.2 Other Terms.

Other terms used in this Schedule B (or any Exhibit or Attachment to this Schedule B) are either defined in the context in which they are used or are defined elsewhere in this Agreement, and in each case shall have the meanings there indicated.

3. MEASUREMENT, REPORTING, AND SUPPORTING INFORMATION

3.1 Measurement.

(a) Except as otherwise expressly provided for a particular Service Level in Exhibit B-1, the Measurement Period for each Service Level shall be each calendar month during the Term.

(b) Except as otherwise expressly indicated in this Schedule B, all references to time of day in this Schedule B shall refer to central time and any reference to “hour” or “hours” shall mean clock hours.

3.2 Measurement Tools.

(a) Subject to RCSI’s prior written approval, provided that such approval not be unreasonably withheld, First Data shall utilize, develop and implement measurement tools and processes required to measure each Service Level in an automated fashion, where such automation is feasible, such that First Data’s actual performance with respect to the Service Level shall be determined using system generated data.

(b) First Data shall measure its performance with respect to each Service Level using tools, processes and methodologies identified for such Service Level in Exhibit B-1 or as otherwise agreed to by the Parties or as specified pursuant to Section 3.2(d) of this Schedule B.

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(c) First Data shall provide and utilize (and have operational and administrative responsibility for) the necessary measurement and monitoring tools and procedures required to measure and report First Data’s performance of the Production Services against the applicable Service Levels set forth in this Agreement as of the Effective Date, and thereafter in accordance with Section 3.2(d) of this Schedule B. Such measurement and monitoring shall permit reporting at a level of detail sufficient to verify compliance with the Service Levels, and will be subject to verification and review by RCSI. First Data shall provide RCSI with information and access to such tools and procedures upon request, for purposes of verification.

(d) If, after the Effective Date, First Data desires to use a different measurement tool, process or methodology for any Service Level, First Data shall provide written notice to RCSI proposing:

(i) the alternative measurement tool, process or methodology; and

(ii) any reasonable adjustments to the Service Levels that are necessary to account for any increased or decreased sensitivity that will likely result from use of the alternative measurement tool, process or methodology.

(e) First Data may utilize such alternative measurement tool, process or methodology only to the extent such tool, and any associated Service Level adjustments, are approved in writing by RCSI provided the approval is not unreasonably withheld.

3.3 Reports and Supporting Information.

(a) First Data shall deliver the following reports in accordance with the times provided below:

(i) *** plastics / Statements timeliness and accuracy data will be provided by the fifth (5^th) Working Day of the month.

(ii) The remaining monthly data reports will be completed by the seventh (7^th) Working Day of the month.

(iii) The Monthly Performance Report, and any other performance summary documents (e.g. reports of Service Level Defaults and Service Level Credit calculations) and the monthly PSA review four blocker will be completed by the tenth (10^th) Working Day of the month.

(b) First Data shall make the reporting and supporting information described in this Section 3.3, available to RCSI both (i) in machine-readable form suitable for use on a personal computer; and (ii) via a secure website; provided, however, that if requested by RCSI, First Data shall also provide to RCSI ***, to the extent that the agreed-upon measurement tools used to measure performance are

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capable of providing such access. To the extent that such tools are not capable of providing RCSI with such *** access, First Data shall promptly provide access to timely data upon RCSI’s request. As of the Effective Date, First Data will provide *** seat licenses each at *** for both *** and *** under this Section 3.3(b).

(c) Unless otherwise set forth in this Agreement, First Data shall report at the level of detail (e.g. by individual RCSI Customer or by client number), based on the reporting detail First Data provided to RCSI prior to the Effective Date. RCSI Customers may change from time to time and First Data shall promptly make the necessary adjustments to its reporting in a manner satisfactory to RCSI.

(d) First Data will utilize Control Charts for monitoring the Service Levels.

(e) Trend reporting shall be provided by First Data and Control Charts shall be utilized (where appropriate). The raw data shall be provided in tabular format beneath each report or chart or on an attachment thereto. All reporting shall be secure and available to RCSI through means set forth in Section 3.3(b) as well as in spreadsheet and hard copy form.

(f) The purpose of a Dashboard report is to report on First Data’s success in achieving the standards set forth in the relevant Service Level. Dashboard reports shall be generated using the RCSI approved measurement and monitoring tools and procedures required to measure and report on First Data’s performance of the relevant Production Services as well as supporting metrics. Dashboard reports shall be provided to RCSI on a daily, weekly and monthly basis and shall be completed at no additional charge to RCSI.

3.4 Process Management Reviews.

(a) First Data shall coordinate and host on all Working Days a daily “Process Management Status Call” with RCSI to discuss any known problems that have an adverse effect on service and/or RCSI Customer satisfaction. First Data shall maintain a constant focus on problem identification, recovery and problem remediation. For the two weeks following August 20, 2009, the Parties shall conduct the Process Management Status Call on every Production Day.

(b) On Saturdays no later than 7:00 a.m. CT, First Data shall send an email to RCSI providing information with respect to any known problems that have an adverse effect on service and/or RCSI Customer satisfaction (“Process Management Status Email”). If there is a problem identified in the Process Management Status Email or any known problem identified by RCSI to First Data that RCSI requires to be resolved immediately, First Data will promptly on Saturday perform the services necessary to resolve such problem.

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4. SERVICE LEVEL METHODOLOGY

4.1 General.

(a) First Data shall provide, and RCSI will have access to, all detailed supporting Service Level information (including raw performance data) as reasonably requested by RCSI which is necessary to verify the accuracy of the Service Levels and which is necessary to verify First Data’s performance relative to Service Level measurements and methodology described in this Section 4.1, as well as all other supporting information reasonably requested by RCSI. Service Levels constitute one means, but not the exclusive means, of measuring First Data’s performance of its commitment under Section 6 of this Agreement.

(b) If a Service Level requires performance of multiple conditions or components (e.g., components (a), (b) and (c)), then First Data’s performance must satisfy each such requirement to achieve the corresponding Service Level.

(c) First Data will give the recovery of its capabilities to perform the Production Services and the resumption of its actual performance of the Production Services the same or greater priority it gives to recovering its capabilities to perform substantially similar services and resuming its performance of those services for any other customer of First Data.

(d) If any portion of the Production Services are to be provided from a business continuity recovery environment, the Service Levels will continue to apply, subject to Section 16.3 (Force Majeure) of this Agreement.

4.2 Amounts at Risk.

(a) First Data will place the Amount at Risk for Print Production Services at risk each month for Service Level Credits in this Agreement for Print Service Levels.

(b) First Data will place the Amount at Risk for Plastics Production Services at risk each month for Service Level Credits in this Agreement for Plastics Service Levels.

4.3 Excused Service Level Defaults.

(a) If First Data fails to meet a Service Level and establishes within two (2) months after such failure that: (i) RCSI’s failure to perform a retained responsibility was the root cause of First Data’s failure to meet such Service Level; (ii) First Data would have achieved such Service Level but for such RCSI failure; (iii) First Data used commercially reasonably efforts to perform and achieve the Service Level notwithstanding the presence and impact of such RCSI failure; and (iv) First Data is without fault in causing such RCSI failure, then no Service Level Credit (if applicable) or Special Service Level Credit will be assessed against First Data for any resulting Service Level Default, and First Data will otherwise be excused from achieving such Service Level for as long as RCSI fails to perform such retained responsibility and First Data continues to use commercially reasonably efforts to prevent, overcome, or mitigate the adverse effects of such failure to the extent required to achieve the applicable Service Level.

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(b) First Data will not be excused from a failure to achieve a Service Level other than pursuant to the following circumstances or provisions: (i) Section 4.3(a), (ii) Section 4.7(a), (iii) Section 9.2 (Savings Clause) of this Agreement, (iv) failures caused by the wrongful actions of RCSI, or (v) Section 16.3 (Force Majeure) of this Agreement.

4.4 Service Level Defaults.

(a) First Data shall promptly perform a Root Cause Analysis (i) following any material change in performance of any Service Level, (ii) whenever performance trends dictate same ***, (iii) whenever there occurs any material Service Level Default, or (iv) as otherwise reasonably requested by RCSI. “Root Cause Analysis” shall include: (a) prompt investigation and reporting as to the root causes of the problem; (b) prompt correction of the problem; and (c) regular advice to RCSI as to the status of remedial efforts undertaken to cure such problem. Additionally, First Data shall propose and deliver to RCSI, within thirty (30) days following each material Service Level Default, a written plan (acceptable to RCSI) for prevention of future failures (“Service Level Plan”).

(b) First Data recognizes that a Critical Service Level Default may have a material adverse impact on the business and operations of RCSI and that the damage from such Critical Service Level Default is not susceptible to precise determination. Accordingly, in the event of a Critical Service Level Default for reasons other than those set forth in Section 4.3 of this Schedule B (Excused Performance) then, RCSI may *** in lieu of pursuing other monetary remedies to recover as its sole and exclusive monetary remedy for such Critical Service Level Default a credit calculated pursuant to Section 4.5 of this Schedule B as liquidated damages (each such credit, a “Service Level Credit”) ***. Neither this Section 4.4(b) nor any *** hereunder shall limit RCSI’s rights with respect to the events upon which RCSI may rely as a basis for RCSI’s termination of this Agreement for cause.

4.5 Service Level Credits for Critical Service Level Defaults.

(a) Calculation.

(i) For each Critical Service Level Default except those set forth in Section 4.5(d) and 4.5(e) below, the applicable Service Level Credit referenced in Section 4.4(b) above shall be calculated in accordance with the following formula:

Service Level Credit = A x B

Where:

A = the applicable Weighting Factor for Print Production Services or Weighting Factor for Plastics Production Services; multiplied by

B = the Amount at Risk for Print Production Services or the Amount at Risk for Plastics Production Services for such calendar month.

(ii) For example, assume the Amount at Risk for Print Production Services for the month were ***. Additionally, assume the applicable

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Weighting Factor for Print Production Services allocated by RCSI to such Critical Service Level is *** percentage points. The Service Level Credit due to RCSI for such Critical Service Level Default would be computed as follows:

A = ***multiplied by

B = ***

= *** (the amount of the Service Level Credit).

(b) Service Level Credits for Critical Service Level Defaults for Print Production Services (Excluding Timeliness and External Defect-related Critical Print Service Levels).

Beginning on the Effective Date, Service Level Credits for Critical Service Level Defaults for Print Service Levels other than Timeliness and External Defect-related Print Service Levels will be calculated in accordance with Section 4.5(a) above by multiplying the Weighting Factor for Print Production Services assigned to the particular Critical Service Level for which there has been a Critical Service Level Default by the Amount at Risk for Print Production Services.

(c) Service Level Credits for Critical Service Level Defaults for Plastics Production Services (Excluding Timeliness and External Defect-related Critical Plastics Service Levels).

Beginning on the Effective Date, Service Level Credits for Critical Service Level Defaults for Plastics Service Levels other than timeliness and External Defect – related Plastics Service Levels will be calculated in accordance with Section 4.5(a) above by multiplying the Weighting Factor for Plastics Production Services assigned to the particular Critical Service Level for which there has been a Critical Service Level Default by the Amount at Risk for Plastics Production Services.

(d) Service Level Credits for Timeliness-related Critical Service Level Defaults for Print Service Levels and Plastics Service Levels.

(i) The Service Level Credit calculated pursuant to this Section 4.5(d) shall be *** (A) the result of the calculation provided in Section 4.5(d)(ii); and (B) ***.

(ii) Service Level Credits for timeliness-related Critical Service Level Defaults will be calculated in accordance with the following formula:

Service Level Credit = A x B

Where:

A = the applicable Weighting Factor for Print Production Services or Weighting Factor for Plastics Production Services; multiplied by

B = ***

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(iii) For example, assume First Data misses a Critical Service Level for timeliness related to Account detail reporting (2.6 in Exhibit B-1) for RCSI Customer *** in the Consumer Product Category. Assume that the Amount at Risk for Print Production Services for the month were ***. Assume the *** applicable monthly charges for Print Production Services for the Consumer Product Category were ***. Additionally, assume the applicable Weighting Factor for Print Production Services allocated by RCSI to such Critical Service Level is ***. The Service Level Credit due to RCSI for such Critical Service Level Default would be computed as *** and (ii) the following calculation:

A = *** multiplied by

B = ***

= *** (the amount of the Service Level Credit).

As such, the Service Level Credit would be ***.

(iv) The following timeliness-related Service Levels are excepted from the limitations set forth in Sections 4.5(d)(i) through 4.5(d)(iii):

(A) The 2 Day SLA Special Service Level, which shall be calculated in accordance with Section 4.6(b); and

(B) The Recovery Letter Service Level set forth in Exhibit B-1, which shall be calculated in accordance with terms set forth in Exhibit B-1. For the sake of clarity, this Recovery Letter Service Level is a Critical Service Level even though no Weighting Factor for Print Production Services has been assigned to this Service Level.

(e) Critical Service Level for External Defects other than Wrong Materials.

(i) Definition of External Defect

“External Defects” are Defects *** in a calendar month by *** (but were not identified during the First Data sampling process) that per occurrence:

(A) ***; or

(B) ***

(C) The number of Accounts impacted overall determines if a Service Level is missed; the number of Accounts is not used in the calculation of Service Level Credits per occurrence per month.

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(D) To determine whether there is an occurrence of an External Defect for ***, the following table shall be utilized in accordance with Section 4.5(e)(i)(B):

Impact of External Defectives		# Statement Defectives Per Occurrence Per Month		# Card Defectives Per Occurrence Per Month
***		***		***
***		***		***

(ii) The occurrence of any External Defects shall result in Service Level Credits as described below:

(A) The maximum Service Level Credit per incident (not per month) of External Defects shall be limited to the lesser of *** or the calculated Critical Service Level Credit provided in Section 4.5(e)(ii)(B).

(B) The Service Level Credit calculated pursuant to this Section 4.5(e)(ii)(B) shall be the greater of (A) the result of the calculation provided in this Section 4.5(e)(ii)(B); and (B) ***.

(1) Service Level Credits for External Defects-related Critical Service Level Defaults will be calculated in accordance with the following formula:

Service Level Credit = A x B

Where:

A = the applicable Weighting Factor for Print Production Services or Weighting Factor for Plastics Production Services; multiplied by

B = *** for the month in which such Critical Service Level Default occurs.

(2) For example, assume First Data misses the External Defects Service Level (11.2 in Exhibit B-1) for RCSI’s Customer, *** Consumer Product Category. Assume that the Amount at Risk for Print Production Services for the month were ***. Assume the applicable individual RCSI Customer monthly charges for Print Production Services for the Product Category for this Customer were $25,000. Additionally, assume the applicable Weighting Factor for Print Production Services allocated by RCSI to such Critical Service Level is ***. The Service Level Credit due to RCSI for such External Defect would be computed as follows:

A = *** multiplied by

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B = *** (which is ***of $25,000)

= *** (would be the amount of the Service Level Credit).

As such, the Service Level Credit would be *** as (A) *** is greater than *** in accordance with Section 4.5(e)(ii)(B), and (B) *** is less than *** in accordance with Section 4.5(e)(ii)(A).

(3) As another example, assume that in the same month, First Data misses the External Defects Service Level (11.3 in Exhibit B-1) for RCSI’s Customer, ***. Assume the Amount at Risk for Plastic Production Services is ***. Assume the individual *** RCSI Customer applicable monthly charges for Plastic Production Services were $45,000. Additionally, assume the applicable Weighting Factor for Plastic Production Services allocated by RCSI to such Critical Service Level is ***. The Service Level Credit due to RCSI for such Critical Service Level Default would be computed as follows:

A = *** multiplied by

B = *** (which is *** of $45,000)

= *** (would be the amount of the Service Level Credit).

As such, the Service Level Credit would be ***as (A) *** is greater than *** in accordance with Section 4.5(e)(ii)(B), and (B) *** is less than *** in accordance with Section 4.5(e)(ii)(A).

(iii) The External Defects-related Service Level Credit set forth in Section 4.5(e)(ii)(A) and 4.5(e)(ii)(B) shall not apply, and any other applicable Critical Service Level Credit (if any) will continue to apply if any of the following occur:

(A) If First Data identifies an External Defect and notifies RCSI of such External Defect prior to RCSI either (i) discovering it itself, or (ii) being informed of the External Defect by a client or customer, such External Defect shall not treated as an External Defect-related Critical Service Level Default under this Section 4.5(e). However, First Data is obligated to contain within a commercially reasonable time any Defects discovered by First Data under this Section;

(B) Any External Defect that RCSI caused or substantially contributed to shall not be treated as an External Defect-related Critical Service Level Default for purposes of this Section 4.5(e);

(C) Any External Defect that in RCSI’s judgment has no RCSI Customer, client or Cardholder impact shall not be treated as an External Defect-related Critical Service Level Default for this Section 4.5(e);

(D) At RCSI’s sole discretion if the Parties mutually agree to a satisfactory resolution to the problems caused by an External Defect and at its expense First Data undertakes all necessary corrective actions (such as a remail, Reprint, Rerun, restuff, or re-emboss and mail) it shall not be treated as an External Defect-related Critical Service Level Default for this Section 4.5(e); and

(E) At RCSI’s sole discretion if an External Defect is not significant it may agree that it shall not be treated as an External Defect-related Critical Service Level Default for this Section 4.5(e).

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(f) RCSI Customer Billing Groupings

The individual RCSI Customer billing groupings as of the Effective Date for purposes of this Section 4.5(d) and Section 4.5(e) are provided in Exhibit B-4. The Parties may revise the groupings provided in Exhibit B-4 as mutually agreed in writing.

(g) Notification.

For each Critical Service Level Default, First Data shall promptly notify RCSI of such failure.

(h) Limitations.

(i) In no event shall the sum of the Weighting Factors for Print Production Services for all relevant Critical Service Levels exceed the Pool Percentage Available for Allocation for Print Production Services.

(ii) In no event shall the sum of the Weighting Factors for Plastics Production Services for all Critical Service Levels exceed the Pool Percentage Available for Allocation for Plastics Production Services.

(iii) In no event shall the total amount of Service Level Credits payable by First Data for Critical Service Level Defaults for Print Production Services and Wrong Material Special Service Level occurring during a calendar month exceed the Amount at Risk for Print Production Services for such calendar month.

(iv) In no event shall the total amount of Service Level Credits payable by First Data for Critical Service Level Defaults for Plastics Production Services and Wrong Material Special Service Level occurring during a calendar month exceed the Amount at Risk for Plastics Production Services for such calendar month.

(v) If a single incident results in more than one Service Level Default, RCSI shall have the right to determine which Service Level and resulting Service Level Credit will apply. In order for the foregoing to apply, First Data shall have the burden of demonstrating to RCSI’s reasonable satisfaction, that a single event resulted in the failure of First Data to meet more than one (1) Service Level. RCSI may not assess more than one (1) Service Level Default against similar incidents occurring within the same month. Furthermore, repeated Service Level Defaults of a particular Service Level in a single month caused by similar incidents shall constitute a single Service Level Default for purposes of assessing Service Level Credits for a particular month.

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4.6 Special Service Level Credits for Special Service Level Defaults.

(a) General.

First Data recognizes that a Special Service Level Default may have a material adverse impact on the business and operations of RCSI and that the damage from such Special Service Level Default is not susceptible to precise determination. Accordingly, in the event of a Special Service Level Default for reasons other than those set forth in Section 4.3 of this Schedule B (Excused Performance) RCSI may recover as its sole and exclusive monetary remedy for such Special Service Level Default a credit calculated pursuant to Sections 4.6(b) and 4.6(c) of this Schedule B as liquidated damages (each such credit, a “Special Service Level Credit”). This Section 4.6(a) shall not limit RCSI’s rights with respect to the events upon which RCSI may rely as a basis for RCSI’s termination of this Agreement for cause as related to the Wrong Materials Special Service Level described in Section 4.6(c) below. For the sake of clarity, the termination rights set forth in Section 4.6(b) relating to the 2 Day SLA are the sole and exclusive termination rights relating to a Special Service Level Default of the 2 Day SLA.

(b) Special Service Level for Two Day Statement and Statement Package Timeliness.

(i) The Two Day Statement and Statement Package Timeliness Service Level (the “2 Day SLA”) is a Special Service Level in accordance with this Schedule B and Exhibit B-1. The 2 Day SLA shall be effective from August 20, 2009 in accordance with the following terms:

(A) Service Level Credits shall apply for any Special Service Level Default of the 2 Day SLA as of the cycle start date of August 20, 2009; and

(B) RCSI’s termination rights in accordance with this Section 4.6(b) shall be effective as of the Effective Date (December 1, 2009).

(ii) In the event of a Special Service Level Default of the 2 Day SLA in the ranges provided in this Section, the resulting Special Service Level Credit shall be calculated as follows:

(A) If First Data commits a Special Service Level Default of the 2 Day SLA measuring below the metric of *** the following rules apply:

(1) RCSI will receive a Special Service Level Credit of the lesser of (a) the *** as a result of First Data’s failure, calculated in accordance with Section 4.6(b)(iii) below (“***”); and (b) ***. ***.

(2) In the twelve (12) calendar months following the month in which a Special Service Level Default of the 2 Day SLA measuring below the metric of *** (a “Trigger Event”), the following rules shall apply:

a. If there is a subsequent Special Service Level Default of the 2 Day SLA measuring below the metric of ***, First Data shall provide RCSI with a Special Service Level Credit of the lesser of (a) ***; and (b) ***.

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b. If there are any additional subsequent Special Service Level Defaults of the 2 Day SLA measuring below the metric of *** during the same rolling twelve (12) calendar month period after the initial Trigger Event, during such rolling twelve (12) calendar month period, First Data shall provide RCSI with a Special Service Level Credit of the lesser of (a) ***; and (b) ***. Additionally, such event shall constitute a Termination Rights Event for the purposes of Section 18.1(a)(iv) of this Agreement during which RCSI may terminate this Agreement *** provided that RCSI elects to do so within twelve (12) months following the month in which the last such Service Level Failure occurred, provided that such termination shall be effective no later than twelve (12) months following the provision of such notice. Subsequent to providing notice of termination in accordance with this Section, RCSI shall be excused from failure to meet the Minimum Commitments provided in Schedule C.

c. If there is more than *** Trigger Event in any twelve (12) calendar month period, the determination as to the number of Special Service Level Defaults of the 2 Day SLA that have occurred shall be based upon counting from the earliest Trigger Event within any twelve (12) month period in which a subsequent Special Service Level Default occurred (but no earlier than August 20, 2009). By way of example, if there are Trigger Events in *** and ***, a Special Service Level Default occurring in *** shall be the *** default for the purposes of the *** Trigger Event (each Trigger Event also being a Special Service Level Default). If another Special Service Level Default occurs in *** it would then be the *** default for the purposes of the look-back to the twelve (12) month period that includes the *** Trigger Event. For clarification, each Special Service Level Default may incur only one financial penalty.

(B) If First Data commits a Special Service Level Default of the 2 Day SLA measuring below the metric of *** at any time, First Data shall provide RCSI with a Special Service Level Credit of ***. Additionally, such event shall constitute a Termination Rights Event for the purposes of Section 18.1(a)(iv) of this Agreement during which RCSI may terminate this Agreement without fee provided that RCSI elects to do so within twelve (12) calendar months following the month in which the last such Special Service Level Failure occurred, provided that such termination shall be effective no later than twelve (12) months following the provision of such notice. Subsequent to providing notice of termination in accordance with this Section, RCSI shall be excused from failure to meet the Minimum Commitments provided in Schedule C. First Data is not excused from satisfying this threshold during the Major Releases each year. RCSI shall not be entitled to Special Service Level Credits for the 2 Day SLA for any Special Service Level Default of the 2 Day SLA under both (i) and (ii), although Special Service Level Defaults under this clause (ii) shall be counted in determining the number of Special Service Level Defaults under clause (i).

(iii) If First Data has failed to meet its two (2) day requirement under the 2 Day SLA, once *** either (A) because RCSI has a reasonable belief that RCSI ***; or (B) because RCSI believes that material commercial issues [related to the First Data failure to meet the 2 day requirement under the 2 Day SLA) ***, the Parties will *** in accordance with the following (and each Party will ***:

(A) To *** RCSI will (subject to (i) First Data’s review and validation; and (i) if the Parties are unable to agree on the ***, dispute resolution in accordance with Section 17 of this Agreement):

(1) review the *** (defined as those ***);

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(2) with assistance from First Data as necessary to complete the requirements of this Section 4.6(b)(iii)(A)(2), run *** through First Data’s query tool (or other tool or process as necessary) to extract the ***; and

(3) in accordance with the process provided in Sections 4.6(b)(iii)(A)(1) and 4.6(b)(iii)(A)(2) above as well as Section 4.6(b)(iii)(D) below, ***.

(B) To ***, RCSI will (subject to (i) First Data’s review and validation; and (ii) if the Parties are unable to agree on the ***, dispute resolution in accordance with Section 17 of this Agreement):

(1) review the list of the *** as defined in 4.6(b)(iii)(A)(1) above;

(2) with assistance from First Data as necessary to complete the requirements of this Section 4.6(b)(iii)(B)(2), run *** through First Data’s query tool (or other tool or process as necessary) to extract the ***; and

(3) in accordance with the process provided in Sections 4.6(b)(iii)(B)(1) and 4.6(b)(iii)(B)(2) above as well as Section 4.6(b)(iii)(D) below, ***.

(C) If the ***, RCSI with First Data’s assistance ((subject to (i) First Data’s review and validation; and (ii) if the Parties are unable to agree ***, dispute resolution in accordance with Section 17 of this Agreement) may *** using the approach described in Sections 4.6(b)(iii)(A) and 4.6(b)(iii)(B) above to the greatest extent practicable, and otherwise consistent with the same methodology RCSI applies with respect to its business operations at that time, consistently applied.

(D) The determination by RCSI as to which *** shall be made by RCSI using the same methodology RCSI applies with respect to its business operations at that time, consistently applied.

(c) Special Service Level for Wrong Materials

(i) The Wrong Materials Service Level (“Wrong Materials SLA”) shall be designated as a Special Service Level as set forth in the table in Exhibit B-1. The Wrong Materials SLA will be effective on April 1, 2010. Prior to the effective date of the Wrong Materials SLA, all Service Level Defaults that would otherwise be governed by this Wrong Materials SLA shall be calculated using the External Defects Critical Service Level set forth in Section 4.5(e).

(ii) A single instance of Wrong Materials will not necessarily constitute a Special Service Level Default of the Wrong Materials SLA. However, each incident of Wrong Material during a Measurement Period will incur a per incident Special Service Level Credit of ***, regardless of (A) the number of Accounts impacted; or B) the level of DPMO performance achieved in any given month.

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(iii) Special Service Level Defaults of the Wrong Materials SLA and the corresponding Special Service Level Credits shall be calculated during each Measurement Period as follows:

(A) Each individual mail piece (e.g. each Statement Package or each Transaction Card Package) shall be a single individual opportunity in the DPMO calculation for the Wrong Materials SLA, regardless of the number of items in the Statement Package or Transaction Card Package that contain Incorrect barcodes or would otherwise constitute Wrong Material.

(B) For purposes of computing the DPMO calculation, Statements, Statement Packages and Letters will qualify as a single calculation category, and Transaction Cards and Transaction Card Packages will qualify as a single calculation category, for a total of two (2) calculation categories.

(C) For the month’s (i) total volume of Statements, Statement Packages and Letters; or (ii) total volume of Transaction Cards and Transaction Card Packages, any Wrong Materials incident or combination of Wrong Materials incidences reported in a calendar month which results in a DPMO exceeding *** but less than a DPMO of *** constitutes a Special Service Level Default of the Wrong Materials SLA and will incur a Special Service Level Credit for the Wrong Materials SLA of ***.

(D) For the month’s (i) total volume of Statements, Statement Packages and Letters; or (ii) total volume of Transaction Cards and Transaction Card Packages, any Wrong Materials incident or combination of Wrong Materials incidences reported in a calendar month which results in a DPMO exceeding *** constitutes a Special Service Level Default of the Wrong Materials SLA and will incur a Special Service Level Credit for the Wrong Materials SLA of ***.

(E) For illustrative purposes, the following example is utilized to demonstrate how the process will work.

(1) During a month’s time, *** Wrong Materials events are reported that impact a total of *** Account holders, with the following being the surrounding facts:

(2) *** Accounts are impacted per occurrence.

(3) *** Wrong Materials instance is a Statements issue, another Wrong Materials instance is a Letters issue, and the *** Wrong Materials instance is a Transaction Card Package issue.

(4) These Wrong Material instances were caused by First Data using Incorrect materials (e.g. the stock number (as identified by the barcode appearing on each insert or envelope) GE defined).

Schedule B B - 18 RCSI / First Data Confidential

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(5) During this same month, First Data Released into the USPS Mailstream a total of *** Statements, Statement Packages, and Letters, and a total of *** Transaction Card Packages.

(6) The DPMO calculation for the Statements, Statement Packages and Letters would be: (*** accounts impacted/*** Statements and Letters, mailed during the calendar month ) x ***= *** DPMO.

(7) The DPMO calculation for the Transaction Card Packages would be: (*** accounts impacted/*** million Transaction Cards mailed during the calendar month) x ***= *** DPMO.

(8) The monthly target threshold to avoid a Special Service Level Default of the Wrong Materials SLA is ***DPMO. Because the DPMO’s calculated in Sections 4.6(c)(iii)(E)(6) is each below *** DPMO, no Special Service Level Default of the Wrong Materials SLA has occurred for Print Production Services. However, because the DPMO for the Transaction Card Packages was ***, which falls between *** and *** DPMO, First Data would provide a credit of ***. Additionally, because *** instances of Wrong Material occurred during the Measurement Period, an additional Special Service Level Credit of *** is due (*** Wrong Materials occurrences x *** each), for a total Service Level Credit for the month of *** (subject to the relevant amount at risk pool for the month).

(iv) This Wrong Materials Special Service Level is subject to the Amount at Risk for Plastics Production Services and the Amount at Risk for Print Production Services.

(d) Notification.

For each Special Service Level Default of the 2 Day SLA or the Wrong Materials SLA, First Data shall promptly notify RCSI of such failure.

(e) Limitations.

(i) The amounts set forth in this Schedule B as Special Service Level Credits for the 2 Day SLA are not subject to the Amount at Risk for Print Production Services, and any Special Service Level Credits provided by First Data to RCSI as a result of Special Service Level Defaults of the 2 Day SLA are in addition to any Critical Service Level Credits provided by First Data.

4.7 Holds and RCSI System Delays.

(a) In the event that RCSI requests a Hold First Data shall use commercially reasonable efforts to meet the applicable Service Level(s). However, any failure by First Data to achieve the applicable Service Levels shall be excused.

(b) If a Hold is initiated by First Data, First Data will not be excused from any resulting Service Level Default.

Schedule B B - 19 RCSI / First Data Confidential

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5. MODIFICATIONS AND IMPROVEMENTS TO SERVICE LEVELS.

5.1 Addition, Deletion, and Modification of Service Levels.

As required by the RCSI Relationship Executive, but no more frequently than every ninety (90) days, RCSI and First Data will review the Service Levels and shall make adjustments to them as mutually agreed. Additionally, First Data shall add, modify and delete Service Levels, including terms regarding the costs of such additions, modifications and deletions, as mutually agreed upon between the Parties and implemented. First Data shall implement such changes described in this Section 5.1 by the date mutually agreed between the Parties.

5.2 Designation of Critical Service Levels.

(a) As of the Effective Date, the Critical Service Levels are designated as “Critical” in the corresponding “Critical/Special/Tracking” column in Exhibit B-1.

(b) Upon mutual agreement, and no more frequently than every ninety (90) days, RCSI may change the designation of any Service Level to a Critical Service Level, or change the designation of any Critical Service Level to a Tracking Service Level. For clarity, the changes contemplated in this Section shall be accomplished by changing Weighting Factors, as set forth in the next Section, as well as changing the designation in the “Critical/Special/Tracking” column and “Service Level Metric” column if applicable in Exhibit B-1.

(c) First Data shall implement such changes described in this Section 5.2 as mutually agreed by the Parties.

5.3 Tracking Service Levels and Special Service Levels.

(a) As of the Effective Date, the Special Service Levels are designated as “Special” in the corresponding “Critical/Special/Tracking” column in Exhibit B-1.

(b) As of the Effective Date, the Tracking Service Levels are designated as “Tracking” in the corresponding “Critical/Special/Tracking” column in Exhibit B-1.

5.4 Weighting Factors.

(a) Weighting Factors for Print Production Services.

(i) For changes to the Weighting Factors for Print Production Services of more than five (5) percentage points, RCSI, in its sole discretion once during a calendar year upon sixty (60) days notice to First Data, *** the allocation of the Weighting Factor for Print Production Services for any one or more Critical Service Levels; provided, however, that the sum of the Weighting Factors for Print Production Services for all Critical Service Levels shall not exceed the Pool Percentage Available for Allocation for Print Production Services.

Schedule B B - 20 RCSI / First Data Confidential

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(ii) For changes to the Weighting Factors for Print Production Services of five (5) percentage points or less during a calendar year:

(A) RCSI in its sole discretion once a quarter shall provide reasonable notice to First Data of such changes and *** the allocation of the Weighting Factors for Print Production Services for any one or more Critical Print Service Levels within five (5) percentage points of the existing allocation (adjusting larger or smaller for a total range of ten (10) percentage points); provided, however, that the sum of the Weighting Factors for Print Production Services for all Critical Print Service Levels shall not exceed the Pool Percentage Available for Allocation for Print Production Services.

(B) At no time during a calendar year may *** adjust the Weighting Factors for Print Production Services so that the revised allocation per Service Level exceeds five points (either lesser or greater) of the original allocation per Service Level for that calendar year.

(b) Weighting Factors for Plastics Production Services.

(i) For changes to the Weighting Factors for Plastics Production Services of more than five (5) percentage points, RCSI, in its sole discretion, once during a calendar year upon 60 days notice, *** of the Weighting Factor for Plastics Production Services for any one or more Critical Service Levels upon written notice to First Data; provided, however, that the sum of the Weighting Factors for Plastics Production Services for all Critical Service Levels shall not exceed the Pool Percentage Available for Allocation for Plastics Production Services.

(ii) For changes to the Weighting Factors for Plastics Production Services of five (5) percentage points or less during a calendar year:

(A) RCSI in its sole discretion once every quarter shall provide reasonable notice to First Data of such changes and *** the allocation of the Weighting Factors for Plastics Production Services for any one or more Critical Plastics Service Levels within five (5) percentage points of the existing allocation (adjusting larger or smaller for a total range of ten (10) percentage points); provided, however, that the sum of the Weighting Factors for Plastics Production Services for all Critical Plastics Service Levels shall not exceed the Pool Percentage Available for Allocation for Plastics Production Services.

(B) At no time during a single calendar year may RCSI adjust the Weighting Factors for Plastics Production Services so that the revised allocation exceeds five points (either lesser or greater) of the original allocation for that calendar year.

6. QUALITY-RELATED SERVICE LEVELS

6.1 Print Service Levels.

(a) For those quality-related Critical Print Service Levels that (i) utilize a DPMO calculation; and (ii) are so indicated in Exhibit B-1, as of the Effective Date, a DPMO of *** (*** Sigma) shall apply.

Schedule B B - 21 RCSI / First Data Confidential

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(b) If during any month up until June 30, 2010, First Data commits a Service Level Default of any quality-related Critical Print Service Levels, the following terms shall apply:

(i) First Data is not responsible to pay a Service Level Credit for a Service Level Default during that month if the DPMO measurement is above *** DPMO but lower than or equal to *** DPMO. First Data will then have a sixty (60) day period during which First Data can cure that Service Level Default and not incur any Service Level Credit. If after sixty (60) days, First Data is unable to cure the Service Level Default, First Data will provide RCSI with a Service Level Credit for a Service Level Default of greater than *** DPMO. For example, if First Data commits a Service Level Default of the Statement Accuracy Service Level because at the end of January 2010 the DPMO for the month of January was ***, First Data will not provide RCSI a Service Level Credit for such Service Level Default. First Data will not provide RCSI with a Service Level Credit after February or March 2010 if the DPMO remains *** as February and March constitute the cure period. However, if after the month of April, the DPMO for the Statement Accuracy Service Level remains ***, First Data will provide RCSI with a Service Level Credit at the end of April.

(ii) If a Service Level Default of any quality-related Critical Print Service Levels exceeds *** DPMO at any time after the Effective Date, First Data will provide a Service Level Credit to RCSI with no opportunity to cure such Service Level Default.

6.2 Plastics Service Levels.

For all quality-related Critical or Tracking Plastics Service Levels that utilize a DPMO calculation, as of the Effective Date the DPMO calculation that shall apply is *** DPMO.

7. RELATIONSHIP BETWEEN THIS AGREEMENT AND THE TSA REGARDING SERVICE LEVELS

(a) During the Term, there is a complete exclusion from Service Level Credits or other remedies for TSA caused issues, except as set forth in Section 7(b).

(b) Termination Rights Events. After November 1, 2012 if *** is caused by First Data’s performance under the TSA instead of under this Agreement, no *** applies but (in addition to whatever rights and remedies RCSI has under the TSA) RCSI will have Termination Right Events rights under this Agreement on the same basis as if the breach were caused under this Agreement. For the sake of clarity, this means that although no *** will be payable to RCSI for *** for TSA caused issues, RCSI will apply any *** for TSA caused issues for purposes of the Termination Rights Events under Section 18.1(a)(iv) of this Agreement. Prior to November 2012, RCSI will not apply any *** for TSA caused issues for purposes of the Termination Rights Events under Section 18.1(a)(iv) of this Agreement.

(c) External Defects. For TSA caused PSA impacting issues, First Data will provide email notification to RCSI the same day of identification of the issue

Schedule B B - 22 RCSI / First Data Confidential

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or within twenty-four (24) hours. The RCSI PSA and TSA teams will be involved in the issue resolution discussions. First Data will follow up with a preliminary Root Cause Analysis within seven (7) Production Days and a final Root Cause Analysis no later than thirty-seven (37) Production Days. Preliminary Root Cause Analysis will include root cause, description of impact to RCSI and any preventative actions that have been identified to that point.

(d) TSA caused issues that do not meet the criteria of a defined TSA Service Level are jointly evaluated by First Data and RCSI to determine if the issue has significant impact to be logged as an Other Business Impact (OBI) for purposes of reporting and Root Cause Analysis. Criteria for evaluation of impact have been agreed as of the Effective Date and any changes to the OBI criteria shall be mutually agreed upon by the Parties.

(e) TSA Caused/PSA Impacting OBI’s will follow defined OBI reporting and RCA related processes.

(f) TSA Caused/PSA impacting OBI’s will be included in the Monthly Performance Report. Reporting will include: 1) number of issues within the reporting month, and 2) a brief description of each issue.

(g) Assessment of whether a Service Level Default was caused by a TSA-caused or PSA-caused issue will be based on the root cause of the issue. For example, a TSA caused embossing accuracy issue would be assessed against a TSA Embossing Accuracy Service Level (if in existence) vs. a PSA embossing accuracy Service Level.

(h) TSA and PSA Service Levels do not create an opportunity for the assessment of a monetary penalty in both Agreements based on the same Defect.

Schedule B B - 23 RCSI / First Data Confidential

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EXHIBIT B-1

SERVICE LEVEL METRICS

I. DEFINITIONS.

A. The following capitalized terms will have the meanings given them below:

1. “Card Cycle Time” means the elapsed time in Business Days beginning on Day 0 and ending at the time that the Transaction Cards and Transaction Card Packages included in that Transaction Card cycle are Released into the USPS Mail Stream. The Card Cycle Time for a particular Transaction Card cycle will be the date and time set forth in the Service Level descriptions in Schedule B, Exhibit B-1 or in the RCSI Rules. In the event of a conflict between the Service Level descriptions in this Agreement and the RCSI Rules, the Service Level descriptions in this Agreement shall control.

2. “Daily Letters” means Letters that are automatically triggered by the First Data System and do not require a release notification prior to printing.

3. “Day 0” means the night of a processing cycle and ends at 11:59 p.m.

4. “Day 1” means the first Production Day, Business Day, or Working Day following Day 0 of a processing cycle and ends at 11:59 p.m.

5. “Day 2” means the second Production Day, Business Day, or Working Day following Day 0 of a processing cycle and ends at 11:59 p.m.

6. “Day 3” means the third Production Day, Business Day, or Working Day following Day 0 of a processing cycle and ends at 11:59 p.m.

7. “Day 4” means the fourth Production Day, Business Day, or Working Day following Day 0 of a processing cycle and ends at 11:59 p.m.

8. “Day 5” means the fifth Production Day, Business Day, or Working Day following Day 0 of a processing cycle and ends at 11:59 p.m.

9. “Letter Cycle Time” means the elapsed time in Business Days beginning on Day 0 and ending at the time the Letters are Released into the USPS Mailstream. The Letter Cycle Time for a specific Letter type is set forth in the Service Level descriptions in Schedule B, Exhibit B-1 or in the RCSI Rules. In the event of a conflict between the Service Level descriptions in this Agreement and the RCSI Rules, the Service Level descriptions in this Agreement shall control.

Exhibit B-1 B-1 - 1 RCSI / First Data Confidential

Final Execution Version

10. ***

11. “Priority Daily Letters” means Letters that are automatically triggered by the First Data System and do not require a release notification prior to printing, and for which RCSI identifies a Letter Cycle Time requirement that is not to exceed one (1) day.

12. “Recovery Letter” means a Letter, requested by RCSI, due to a Service Level Default of the 2 Day SLA, or a production Hold “run without” scenario after which RCSI would require First Data to send a separate Letter.

13. “Response Required Deadline Determined (R2D2) Letters” means Letters that are automatically triggered by the RCSI System and that specify a response from the recipient prior to a deadline specified by RCSI or an RCSI Customer.

14. “Special Letters” means Letters that are force triggered by RCSI and not automatically triggered by the First Data System, the RCSI System, or co-mingled with Daily Letters, and require an email or hard copy communication from RCSI for print release. The Letter Cycle Time for Special Letters will be mutually agreed between the Parties on a case-by-case basis. Priority legal letters (excluding Recovery Letters) shall be a subset of Special Letters.

15. “Statement Cycle Time” means the elapsed time in Production Days beginning on Day 0 and ending at the time that the Statements and Statement Packages included in that Statement cycle are Released into the USPS Mail Stream. The Statement Cycle Time for Statements and Statement Packages is set forth in the Service Level descriptions in Schedule B, Exhibit B-1 or the RCSI Rules. In the event of a conflict between the Service Level descriptions in this Agreement and the RCSI Rules, the Service Level descriptions in this Agreement shall control.

B. Other capitalized terms used in this Exhibit B-1, but not defined above, are defined where they are used or elsewhere in this Agreement, and have the meanings there indicated.

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

II. SERVICE LEVELS.

A. Service Levels containing (*) shall be subject to the Section 6.1(a) of Schedule B.

B. Service Levels containing (**) will begin being measured on August 20, 2009.

C. Service Levels containing (***) shall be assigned a single Weighting Factor for Print Production Services or a single Weighting Factor for Plastics Production Services. That assigned Weighting Factor will be applied consistently to each Service Level calculation under that particular Service Level and will not vary between RCSI Customers or between Product Categories.

D. Under the 2 Day SLA, First Data will use commercially reasonable efforts to maintain a process for each billing cycle under which approximately *** to *** of Statements and Statement Packages are mailed on Day One, and the remainder of Statements and Statement Packages are mailed on Day 2 of the cycle. For the avoidance of doubt, this Section II.D does not constitute either (A) a condition or component of the 2 Day SLA under Section 4.1(b) of Schedule B; or (B) a separate Service Level.

E. Unless otherwise noted, all Service Levels will be measured at the conclusion of a Measurement Period.

Reference Number

Function and Service Level Description

Critical / Special/ Tracking

Weighting Factor – Print Services

Weighting Factor – Plastic Services

Measurement Tool

Measurement Period

Service Level Metric

Timeliness – Print Services for Statements and Other Correspondence (Excluding Letters) for all Product Categories

2 Day SLA: Paper Statements, Statement Packages, Electronic Statements, Reruns/Reprints** The 2 Day SLA measures the monthly Statement volume (measured by a percentage) that exceeds the applicable Statement Cycle Times for each of Paper Statement timeliness, and Rerun/Reprint timeliness and the one (1) day Electronic Statement timeliness period based on the total calculation of the three Statement types.

Special Per Section 4.6(b) of Schedule B

NA

NA

Formscan

Monthly

*** of Paper Statements, Statement Packages, Electronic Statements, and Rerun/Reprints are completed in accordance with the calculation provided for this Special Service

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

Reference Number

Function and Service Level Description

Critical / Special/ Tracking

Weighting Factor – Print Services

Weighting Factor – Plastic Services

Measurement Tool

Measurement Period

Service Level Metric

The calculation for the 2 Day SLA is as follows: [(Total number of Paper Statements and Reprint/Reruns (if any in that Measurement Period) that complete within the applicable Statement Cycle Time) + (the total number of Electronic Statements that are delivered to the eMessenger web server by the completion of ***)] divided by [(the total number of Paper Statements and Reprint/Reruns that were Released into the USPS Mailstream) + (the total number of Electronic Statements that were delivered to the eMessenger web server)]. I. Paper Statements and Statement Packages All Paper Statements and Statement Packages (excluding Replacement Statements) shall maintain a Statement Cycle Time of ***) Production Days. II. Electronic Statements: First Data will provide all Electronic Statements to the eMessenger web server within *** Production Day of Day Zero.

Level in the Function and Service Level Description column, subject to the Special Service Level Credit structure in Section 4.6(b) (which remedies proposed in Section 4.6(b) are the exclusive remedy for breach of this 2 Day SLA) of Schedule B. For the sake of clarity, *** of all Paper Statements and Statement Packages will be completed in 2 days, *** of Electronic Statements will be completed in ***, and *** of Reruns/Reprints will be completed in accordance with Romanette III of the Function and

Exhibit B-1 B-1 - 4 RCSI / First Data Confidential

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Reference Number

Function and Service Level Description

Critical / Special/ Tracking

Weighting Factor – Print Services

Weighting Factor – Plastic Services

Measurement Tool

Measurement Period

Service Level Metric

III. Rerun/Reprint (a) For purposes of calculating the time period during which First Data must Release into the USPS Mailstream the Statements and/or Statement Packages required to be Rerun/Reprint (i.e. the reset period of the 2 Day SLA for Statements and/or Statement Packages that need to be Rerun/Reprinted), Day One is the day that RCSI releases the Rerun/Reprint file to First Data by 6:00 am CT. (b) If First Data causes the need to Rerun/Reprint the Paper Statements and/or Statement Packages, First Data must have the materials required to be Rerun/Reprint Released into the USPS Mailstream is by the end of Day Two. (c) If RCSI causes the need to Rerun/ Reprint the Paper Statements and/or Statement Packages: (i) First Data must have the Statements and/or Statement Packages required to be Rerun/Reprint Released into the USPS Mailstream by the end of Day 2 for Reruns/Reprints with a volume of less than or equal to *** Units; or

Service Level Description column for this Service Level.

Exhibit X-0 X-0 - 0 XXXX / Xxxxx Data Confidential

Final Execution Version

Reference Number

Function and Service Level Description

Critical / Special/ Tracking

Weighting Factor – Print Services

Weighting Factor – Plastic Services

Measurement Tool

Measurement Period

Service Level Metric

(ii) First Data must have the Statements and Statement Packages required to be Rerun/Reprint Released into the USPS Mailstream by the end of Day 4 for Reruns/Reprints with a volume of more than *** Units.

2.6

In the event that there is a Special Service Level Default of the 2 Day SLA, First Data will provide Account detail reporting to RCSI by the end of Day 5 after the occurrence. ***

Critical

20

%

NA

Formscan

Monthly

*** within five (5) Production Days

Timeliness – Letters (All Product Categories)

10

Recovery Letters The Letter Cycle Time for Recovery Letters is *** Business Days. For Recovery Letters for which First Data receives the Recovery Letter file directly from RCSI, Day One is the day the file is received at First Data by 6:00 am CT. This Recovery Letters Service Level has no Weighting Factor assigned. This Service Level measures the number of occurrences during a

Critical

NA

NA

Formscan

Monthly

*** of the *** Letter Cycle Time for Recovery Letters results in a Service Level Credit. The *** of the *** Letter Cycle Time for Recovery Letters results in a *** Service Level Credit. *** of the *** Letter Cycle Time for Recovery Letters thereafter within the same

Exhibit B-1 B-1 - 6 RCSI / First Data Confidential

Final Execution Version

Reference Number

Function and Service Level Description

Critical / Special/ Tracking

Weighting Factor – Print Services

Weighting Factor – Plastic Services

Measurement Tool

Measurement Period

Service Level Metric

Measurement Period that First Data fails to meet the Recovery Letter Cycle Time. For purposes of this Service Level, each “Occurrence” is based upon each Recovery Letter file grouping that is Released into the USPS Mailstream (i.e. not each individual Unit mailed per grouping of letters). For the sake of clarity, this Service Level is an exception to Section 4.5(d) of Schedule B. This Critical Service Level is subject to the Amount at Risk for Print Production Services.

Measurement Period results in a *** Service Level Credit.

10.1

Daily Letters and Replacement Statements The Letter Cycle Time for Daily Letters and Replacement Statements is four (4) Business Days.

Tracking

NA

NA

Formscan

Monthly

***

10.2

Special Letters The Letter Cycle Time for Special Letters will be mutually agreed by the Parties on a per occurrence basis. First Data shall comply with the mutually agreed upon timelines.

Tracking

NA

NA

Formscan

Monthly

***

10.3

Response Required Deadline Determined (R2D2) The Letter Cycle Time for R2D2 Letters is two (2) Business Days.

Tracking

NA

NA

Formscan

Monthly

***

Exhibit B-1 B-1 - 7 RCSI / First Data Confidential

Final Execution Version

Reference
Number Function and Service Level