PRIVATE LABEL CREDIT CARD PLAN AGREEMENT FOR FASHION BUG

THIS PRIVATE LABEL CREDIT CARD PLAN AGREEMENT is made as of this 12 th day of August, 2009 (the “Effective Date”) by and between FASHION BUG RETAIL COMPANIES, INC. and SIERRA NEVADA FACTORING, INC. (hereinafter referred to collectively as “Company”), and WORLD FINANCIAL NETWORK NATIONAL BANK (hereinafter referred to as “Bank”).

WHEREAS, Company has requested Bank to extend credit, to qualifying individuals in the form of private label open-ended credit card accounts for the purchase of Goods and/or Services from Company through its Sales Channels and to issue Credit Cards to such individuals (as such capitalized terms are defined below); and

WHEREAS, Bank shall own all the Accounts, and Cardholder payments will be sent to such location as Bank shall from time to time direct (as such capitalized terms are defined below); and

WHEREAS, Bank will operate the Plan subject to the terms and conditions as more fully set forth herein; and

WHEREAS, Bank also intends to purchase from CHRS’ subsidiary, Spirit of America National Bank, the existing private label and co-brand credit card accounts for Company subject to a Purchase Agreement dated as of the date of this Agreement (the “Purchase Agreement”) and convert such existing accounts to the Plan; and

NOW THEREFORE, in consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt of which is hereby mutually acknowledged by the parties, Company and Bank agree as follows.

1.1            Certain Definitions .  As used herein and unless otherwise required by the context, the following terms shall have the following respective meanings.

“Account” shall mean (a) Private Label Account: an individual open-end revolving line of credit which is (i) established by Bank for a Customer pursuant to the terms of a Credit Card Agreement, and (ii) marketed with a Company Mark; and (b) Co-Brand Account (but only until completion of the Co-Brand Conversion): (i) a general purpose open end line and revolving line of credit, (ii) established under the Co-Branded Fashion Bug Visa Program.  The term “Account” includes, without limitation, the Purchased Accounts upon acquisition of such accounts by Bank.

“Accounts Receivable” shall mean, as to any Account at the time of reference, any and all amounts owing on such Account, including, without limitation, principal balances from Purchases, fees related to Protection Programs, Enhancement Marketing Services and Company Third Party Vendor Products, accrued finance charges (whether or not posted or billed to an Account), late fees, and all other fees and charges assessed on the Accounts, less any payments and credits received by Bank with respect to the Accounts. This definition specifically excludes any amounts which have been written-off by Bank with respect to such Accounts.

“Address Verification Service” shall mean an adjunct process to the credit authorization process where the Cardholder’s reported billing address is verified against the Bank’s address on file for such Cardholder.

“Affiliate” shall mean with respect to a party any entity that is owned by, owns, or is under common control with such party.

“Agreement” shall mean this Private Label Credit Card Plan Agreement, including any schedules, exhibits, addenda, and future amendments and supplements hereto.

“Applicable Law” shall mean any applicable federal, state or local law, rule, or regulation including, without limitation, requirements of satisfying regulatory agencies.

“Applicant” shall mean an individual who is a Customer and applies for an Account under the Plan.

“Bank” shall mean the party to this Agreement identified in the first paragraph on Page 1 of this Agreement.

“Bank Clients” shall have the meaning set forth in Schedule 2.6 (a).

“Bank Mark” shall mean a trademark, service mark, or name owned by or licensed (and capable of being sublicensed) to Bank and designated by Bank to Company for use in connection with the Plan.

“Batch Prescreen” shall mean a process where Bank’s offer of credit is made to certain Customers prequalified by Bank (per its criteria), in a batch mode (often but not exclusively within a direct to consumer environment).

“Billing Statement” shall mean Bank’s periodic statement listing the amounts of Purchases made, credits received, and other information, as required by Applicable Law and/or deemed desirable by Bank.

“Business Day” shall mean any day, except Saturday, Sunday or a day on which banks in Ohio are required to be closed.

“Cardholder” shall mean any natural person to whom an Account has been issued by Bank and/or any authorized user of the Account.

“Cardholder List” means the Cardholders’ names, telephone numbers, e-mail addresses and physical addresses in the Bank’s Plan records as of the date of termination or expiration of this Agreement, such records do not include any similar or same consumer information maintained by Bank with respect to any other credit programs owned by Bank.

“Charge Slip” shall mean a sales receipt, register receipt tape, invoice or other documentation, whether in hard copy or electronic form, in each case evidencing a Purchase that is to be charged to a Cardholder’s Account.

“CHRS” shall mean Charming Shoppes, Inc., a Pennsylvania corporation and the parent of Company.

“CHRS Businesses” shall mean (collectively) the retail women’s apparel business operated by Company’s affiliate Lane Bryant, Inc., the retail women’s apparel business operated by Company’s affiliate Catherines Stores Corporation (“Catherines”), the retail women’s apparel business operated by Company’s affiliate Petite Sophisticate, Inc., and the Lane Bryant, Catherines and Petite Sophisticate retail women’s apparel outlet business operated by Outlet Division Management Co., Inc., as long as (i) such companies are wholly owned subsidiaries of CHRS, and any successors of such companies (as long as such successors are wholly owned subsidiaries of CHRS) and (ii) the assets comprising such companies’ retail women’s apparel businesses are directly or indirectly owned by CHRS.

“CHRS Business Card” shall mean a credit card and/or account established by Bank for a customer of a CHRS Business and bearing a trademark, service mark, or name owned by or licensed (and capable of being sublicensed) of such CHRS Business and designated by such CHRS Business for use by Bank in connection with the credit card and/or account.

“Co-Brand Conversion” shall have the meaning set forth in Schedule 2.1 (c).

“Co-Branded Fashion Bug Visa Program” means a program to originate charges on a general purpose credit card, under the Visa ® system, which credit card may be co-branded with the Fashion Bug or Fashion Bug Plus brand names, which accounts shall be either closed or replaced by a private label Credit Card by CHRS or Bank, as applicable, in accordance with Schedule 2.1 (c) hereof.

“Company Deposit Account” shall mean the one (1) deposit account maintained by Company and designated by it in writing to Bank as to which Bank should direct its payments. See also Section 3.5 (a).

“Company Mark” shall mean a trademark, service mark, or name owned by or licensed (and capable of being sublicensed) to Company and designated by Company to Bank for use in connection with the Plan.

“Company Third Party Vendor Products” shall have the meaning set forth in Section 2.9.

“Consumer Personal Information” shall mean that non-public personal information regarding Applicants, Customers, and Cardholders, including but not limited to Account information consumer reports, and information derived from consumer reports, that is subject to protection from publication under Applicable Law.

“Credit Card” shall mean the credit card issued by Bank to Cardholders bearing the Company Mark (and with respect to Purchased Accounts shall mean the credit card issued by Spirit America National Bank), corresponding to a related Account for the purpose of purchasing Goods and/or Services pursuant to this Agreement.

“Credit Card Agreement” shall mean the open-end revolving credit agreement between a Cardholder and Bank governing the Account and Cardholder’s use of the Credit Card, together with any modifications or amendments which may be made to such agreement.

“Credit Sales Day” shall mean any day, whether or not a Business Day, on which Goods and/or Services are sold by Company through its Sales Channels.

“Credit Slip” shall mean a sales credit receipt or other documentation, whether in hard copy or electronic form, evidencing (i) a return or exchange of Goods, or (ii) a credit on an Account as an adjustment by Company for goodwill or for Services rendered or not rendered by Company to a Cardholder.

“Cross Shopping” shall mean the accepting for payment by CHRS Businesses of the Accounts and the reciprocal accepting for payment by Company of Bank’s accounts corresponding to the CHRS Businesses.   See also Schedule 3.1.

“Customer” shall mean any individual consumer who is a customer or potential customer of Company.

“Discount Fees” shall have the meaning set forth in Schedule 1.1.

“Effective Date” shall mean the date set forth in the first paragraph on page one (1) of this Agreement.

“Electronic Bill Presentment and Payment (or EBPP)” shall mean a procedure whereby Cardholders can elect to receive their Billing Statements electronically and that also allows them an opportunity to remit their Account payments to Bank electronically.

“Electronic Customer Service (or eCS)” shall mean a web-based customer service system Bank makes available on a Bank website.

“Enhancement Marketing Services” shall have the meaning set forth in Section 2.9.

“Financial Products” shall mean credit card, credit issuance or payment processing arrangements, or other programs (including but not limited to ones involving a credit card) similar in purpose to those components of the Plan dealing with the extension of credit and repayment of debt extended to Customers as contemplated under this Agreement, including cardless, Internet-based or Internet-only payment vehicles and contactless payment vehicles to be used as devices and/or methods by Customers to purchase Goods and/or Services on credit.

“Forms” shall have the meaning set forth in Section 2.4.

“Goods and/or Services” shall mean those goods and/or services sold at retail by Company through its Sales Channels to the general public for individual, personal, family or household use.

“Initial Reissue” shall have the meaning set forth in Schedule 2.4 (d).

“Initial Term” shall have the meaning set forth in Section 9.1.

“Instant Credit” shall mean an Account application procedure designed to open Accounts whereby the application information is communicated to Bank either (i) verbally at Point of Sale; or (ii) systemically during the order entry process.

“Losses” shall mean any liability, damage, costs, fees, losses, judgments, penalties, fines, and expenses, including without limitation, any reasonable attorneys’ fees, disbursements, settlements (which require the other party’s consent), and court costs, reasonably incurred by Bank, Company, or a third-party, as the case may be, without regard to whether or not such Losses would be deemed material under this Agreement; provided however, that Losses shall not include any overhead costs that either party would normally incur in conducting its everyday business.

“IVR” shall mean an interactive voice response system and/or procedure.

“Loyalty Program” shall have the meaning set forth in Section 2.11.

“Net CHRS Sales” shall mean the aggregate of all CHRS Business Card purchases, less credits or refunds for goods and/or services for all CHRS Businesses.

“Net Proceeds” shall be calculated by Bank on each Business Day (to include all transactions submitted by Company for such Business Day and the prior consecutive calendar days which were not Business Days) and shall mean the sum of all Purchases adjusted as follows:  (i) minus credits to Accounts for the return or exchange of Goods, or a credit on an Account as an adjustment by

Company for goodwill or for Services rendered or not rendered by Company to a Cardholder, all as shown in the Transaction Records (as corrected in the event of any computational error); (ii) minus payments received by Company from Cardholders on Bank’s behalf; (iii) plus any applicable Royalty Payments payable to Company as in effect on the date of calculation; (iv) minus any applicable Discount Fees and/or Promotional Program Fees payable to Bank as in effect on the date of calculation; and (v) adjusted by any other undisputed amounts then due to or by Bank pursuant to Section 3.5 (g) of this Agreement.

“Net Sales” shall mean Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected in the event of any computational error), calculated each Business Day.

“Net Sales on Regular Revolving Purchases” shall mean Regular Revolving Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected in the event of any computational error), calculated each Business Day.

“Net Sales on Promotional Program Purchases” shall mean Promotional Program Purchases, less credits or refunds for Goods and/or Services, all as shown in the Transaction Records (as corrected in the event of any computational error), calculated each Business Day.

“New Account Portal” shall mean an on-line new accounts reporting and access system having the functionality described in Schedule 2.2(b).

“On-Line Prescreen (or OLPS)” shall mean a process where Bank’s offer of credit is made to certain Customers pre-qualified by Bank (per its criteria), in a real-time pre-approved manner, at the POS at the time of a transaction.  

“Operating Procedures” shall mean Bank’s instructions and procedures regarding the Plan as written by Bank.  The initial Operating Procedures are set forth in Appendix A and may be amended from time to time pursuant to Section 2.3.  Prior to the TSYS Transition, the Operating Procedures with respect to services provided by TSYS shall be the operating procedures under the TSYS Agreements.

“Performance Thresholds” shall mean certain thresholds set by Bank in the exercise of Bank’s reasonable discretion and after discussion with the Operating Committee with respect to the following: (a) for Web On-Line Prescreen, the Customer pass-rate and Customer acceptance rate; and (b) for in-store On-Line Prescreen, the Customer pass-rate, Company's offers made rate, and Customer acceptance rate.

“Plan” shall mean the private label credit card plan established and administered by Bank for Customers by virtue of this Agreement.

“Plan Commencement Date” shall mean the date on which Bank acquires the Purchased Accounts.

“Plan Documents” shall have the meaning set forth in Section 2.4.

“Plan Manager” shall have the meaning set forth in Schedule 2.6(a).

“Plan Year” shall mean each consecutive twelve (12) month period commencing on the Plan Commencement Date.

“Point of Sale (or POS)” shall mean the physical or electronic location at which transactions (sales, credits, and returns) take place.  This includes but is not limited to a cash register, point of order entry, or website (as applicable).

“Prescreen Acceptance” shall mean a POS process designed to recognize and activate Bank’s pre-approved batch offers for Accounts for Customers.

“Prime Rate (or Prime)” shall mean the “Prime Rate” as published in the “Money Rates” section of the Wall Street Journal on the date of reference.

“Promotional Program” shall mean any special Cardholder payment terms approved by Bank and Company for certain Purchases, including without limitation deferred programs.  The initial Promotional Programs approved by Bank and Company, if any, are set forth in Schedule 1.1.  Additional Promotional Programs shall be made a part of this Agreement only by written amendment.

“Promotional Program Purchase” shall mean a Purchase made under the terms of a Promotional Program.

“Protection Programs” shall have the meaning set forth in Section 2.9.

“Purchase” shall mean (i) a purchase of Goods and/or Services including without limitation all applicable taxes and shipping costs, with a specific extension of credit by Bank to a Cardholder using an Account as provided for under this Agreement, and/or (ii) a purchase of Goods and/or Services including without limitation all applicable taxes and shipping costs, with a specific extension of credit by Bank to an accountholder using a CHRS Business Card through Cross Shopping as provided for under this Agreement.  The term shall be interpreted to include Regular Revolving Purchases as well as Promotional Program Purchases unless the context of the reference clearly indicates otherwise.  Bank reserves the right to deny (or reverse) an extension of credit for particular transactions in order to comply with Applicable Law, which might include but not be limited to prohibitions against transactions related to gambling.

“Purchase Agreement” shall have the meaning set forth in the fourth recital.

“Purchased Accounts” shall mean those certain private label and co-branded credit card accounts related to Company which Bank and Company’s existing

private label and co-branded credit card program provider, Spirit of America National Bank, have agreed upon in their Purchase Agreement as eligible accounts.

“Purchase Date” shall mean the date on which Bank buys the Purchased Accounts from Spirit of America National Bank.

“Quick Credit” shall mean an in-store application procedure designed to open Accounts as expeditiously as possible at the Point of Sale, whereby an application for an Account might be processed without a paper application being completed by an Applicant.  An Applicant’s credit card (Visa, MasterCard, American Express, Discover or other Bank approved private label card) is electronically read by a terminal to identify certain information to facilitate a credit analysis. Other data shall be entered into that same terminal by the Company associate as specified in the Operating Procedures.

“Rates and Fees” shall mean those Cardholder terms and conditions regarding rates and fees as are initially set forth in Schedule 3.5 (d), as amended from time to time pursuant to Section 3.5 (d).

“Regular Revolving Purchases” shall mean Purchases which are not subject to any Promotional Program.

“Renewal Term” shall have the meaning set forth in Section 9.1.

“Restricted Marketing Fund” shall have the meaning set forth in Section 2.5(b).

“Royalty Payment” shall have the meaning set forth in Schedule 1.1.

“Sales Channels” shall mean those certain sales channels through which Company sells its Goods and/or Services during the Term, including (as applicable) but not limited to: (i) retail locations which are owned and operated by Company or Company’s licensees or franchisees and using the Company Mark and / or the same trademarks, service marks or names as used by Company in its business, (ii) Company’s website; and (iii) Company’s catalog, if any.  As a point of clarification, this definition includes different or additional sales channels that are part of Company’s expansion of its business as then constituted, if such expansion includes sales channels operated under the same trade name(s) as Company.  For example: the opening of a new store or development of a website through either (i) “organic growth” or (ii) acquisition of the assets of a competitor.  In addition, Sales Channels may be removed through the closing of a store, discontinuation of a license, or discontinuation of website or catalog.

“Service Standards” shall have the meaning set forth in Schedule 2.1 (b).

“Statemented Account” shall mean each Account for which a Billing Statement is generated (whether or not actually sent to the Cardholder) within a particular billing cycle.

“Take-One Application” shall mean a paper application made available at or through Sales Channels (or otherwise).  An Applicant can complete and submit the Take-One Application directly to Bank, or he or she may submit it to a Company associate for submission to Bank (such as through the Instant Credit Application procedure).

“Term” shall mean the Initial Term plus any Renewal Terms, as defined in Section 9.1.

“Transaction Record” shall mean the following, with respect to each Purchase or with respect to a credit or return related to a Purchase (as applicable), and each payment received by Company from a Cardholder on Bank’s behalf:  (a) the Charge Slip or Credit Slip corresponding to the Purchase, credit or return; or (b) a computer readable tape/cartridge or electronic transmission containing the following information: the Account number of the Cardholder, identification of the Company’s Sales Channel (location) where the Purchase, credit or return was made (if applicable), the total of (i) the Purchase price of Goods or Services purchased or amount of the credit, as applicable, plus (ii) the date of the transaction, a description of the Goods or Services purchased, credited or returned and the authorization code, if any, obtained by Company prior to completing the transaction; or (c) electronic record whereby Company or one of its Sales Channels electronically transmits the information described in subsection (b) hereof to a network provider (selected by Company at its expense), which in turn transmits such information to Bank by a computer tape/cartridge or electronic tape or transmission.

“Transfer” shall have the meaning set forth in Section 3.5 (a).

“TSYS” means Total System Services, Inc., a Georgia corporation.

“TSYS Agreements” shall have the meaning set forth in paragraph 1 of Schedule 2.1 (b).

“TSYS Transition” shall have the meaning set forth in paragraph 1 of Schedule 2.1 (b).

“Web (or Internet)” shall mean the world-wide web internet network as generally understood in the greater business community and any replacement technology system.

“Web Application” shall mean a web based new Account application procedure made available by Bank.  See also Section 2.2 (d).

1.2            Other Definitions .  As used herein, terms defined in the introductory paragraph hereof and in other sections of this Agreement shall have such respective defined meanings.  Defined terms stated in the singular shall include reference to the plural and vice versa.  The terms “shall” and “will” have the identical meaning (i.e., that

something is compulsory and certain), and the use of one versus the other is not to be interpreted as implying less certainty or a sense of possibility or choice.

2.1            Establishment and Operation of the Plan .  (a) The Plan is established for the primary purposes of providing Customer financing for purchasing Goods and/or Services, providing a means to promote increased Company sales, and providing Bank a commercially reasonable financial return.  Qualified Applicants desiring to use the Plan shall be granted an Account by Bank with a credit line in an amount to be determined by Bank in its discretion for each individual Applicant.  Subject to Section 3.5 (d) and Applicable Law, Bank shall determine the terms and conditions of the Account to be contained in a Credit Card Agreement.

(b)           Subject to the provisions of Schedule 2.1 (b) regarding the TSYS Transition, Bank shall perform in accordance with the Service Standards and shall otherwise perform all operations of the Plan using reasonable care consistent with not less than industry standards and in accordance with the terms of this Agreement.  Bank will provide Company with a monthly summary of Bank’s performance regarding the Service Standards, as set forth in Schedule 2.1 (b).  In addition, Bank’s performance of the services hereunder shall be reviewed by the Operating Committee.  Bank shall provide eCS services to Cardholders at Bank’s expense, and Company shall provide a weblink to the eCS at Company’s expense.   Bank shall not display any trade names or advertisements on the eCS advertising services or products to sell to Cardholders other than those of Company and those permitted by this Agreement (such as Enhancement Marketing Services pursuant to Section 2.9(b)). Company shall perform its obligations in accordance with the Company Service Standards, as set forth in Schedule 2.1 (b).  See Schedule 2.1(b) relating to TSYS Transition and Service Standards.

(c)           See Schedule 2.1 (c).

2.2            Applications for Credit Under the Plan; Internet Features .  (a) Company shall not promote or participate in any application by a Customer for financing the purchase of Goods and/or Services other than for participation in the Plan as provided in Section 3.10 or signage promoting Company’s acceptance of general purpose credit cards (non-Company branded Visa, MasterCard, Discover or American Express general purpose credit cards).  Applicants who wish to apply for an Account under the Plan must submit a completed application on a form or in an electronic format provided by or approved by Bank, and Bank shall grant or deny the request for credit based solely upon Bank’s credit criteria.  In the case of in-store applications, Company shall (i) provide a copy of the Credit Card Agreement to the Applicant, and (ii) follow any applicable Operating Procedures.  When facilitating any other method of application, Company shall use commercially reasonable efforts to ensure that its Sales Channels follow all applicable Operating Procedures. The application shall be submitted to Bank by the Applicant or submitted by Company on behalf of the Applicant, as required in the Operating Procedures.  If Bank grants the request for an Account, Bank will issue a Credit Card to the Applicant to accesses an individual line of credit in an amount determined by Bank.  For Quick Credit and Instant Credit, Bank will issue an account

number which may be utilized by the Cardholder for Purchases at the time of approval and prior to the issuance of the Credit Card.

(b)           Throughout the Term, Bank shall make available, and Company shall utilize, as applicable, the following application procedure: Quick Credit.  Bank agrees that, upon Company’s request, Bank shall make available, and Company may also use the following Bank application procedures: Instant Credit, Take-One, Web Application, Batch Prescreen and On-Line Prescreen procedures (for clarification, Batch Prescreen consists of prescreening Customers selected by Company for credit approval but it does not include the cost of mailing of the offers to the customers (which mailing costs may be subject to reimbursement via the Restricted Marketing Fund as determined by the Operating Committee). With respect to On-Line Prescreen Bank will have the right to set certain Performance Thresholds and Bank will have the right to discontinue making such procedures available on not less than thirty (30) days’ prior written notice to Company in the event such Performance Thresholds are not maintained. See also subsection (d) below regarding the Web Application procedure.  Commencing on the Plan Commencement Date Bank shall make available the New Account Portal through the TSYS’ services.  Upon the completion of the TSYS Transition Bank shall provide a New Account Portal with features and functionality as set forth in Schedule 2.2(b).  Company shall not be liable to Bank for the loss of Take-One applications unless such loss is the result of actions or omissions by Company.

(c)           Regarding applications submitted in whole or in part by Company, Company agrees that it will (i) protect and keep confidential any and all Applicant information (which information shall be Bank Consumer Personal Information) acquired as a result of participating in the submission of any such applications, and (ii) not disclose the information to anyone other than authorized representatives of Bank, and (iii) follow all Operating Procedures applicable to such Bank Consumer Personal Information.  Subject to Applicable Law, the foregoing shall not limit Company’s right to receive from Bank (and use for marketing purposes) Cardholder information consisting of name, address, telephone number(s) and (as applicable) e-mail address(es).

(d)           Bank shall make available the Web Application procedure by establishing a website for such purpose, at Bank’s sole cost and expense, which shall be accessible from Company’s website and which shall comply with all Applicable Law.  Bank shall be responsible for maintaining the security of the Web Application.  Bank shall not display any trade names or advertisements on the Web Application advertising services or products other than those of Bank, Company and those permitted by this Agreement (such as Enhancement Marketing Services pursuant to Section 2.9(b)).

Bank represents and warrants that, to integrate and maintain the Web Application, to ensure access to the Bank’s designated website, and to reduce technical errors, Bank will use commercially reasonable efforts to ensure that Bank’s software providing the Web Application will function, and continue to function, in a sound technical manner. Bank shall appropriately monitor the Web Application and its website to ensure proper functioning. Company shall be responsible for Company’s side of integrating and maintaining on its website, at its sole expense, access to Bank’s Web Application.  Company represents and warrants that, to integrate and maintain the Web Application,

to ensure access to the Bank’s designated website, and to reduce technical errors, Company shall use commercially reasonable efforts to ensure that Company’s software providing the access will function, and continue to function, in a sound technical manner.  Company shall appropriately monitor its website to ensure proper functioning.  In the event Bank changes or otherwise modifies the website address for its designated website, Bank will provide at least thirty (30) days prior written notice and Company will, at Bank’s reasonable expense, either update or modify its website thereto, as directed by Bank.  In providing Web Application on the Company website, if appropriate, Company shall make it clear and conspicuous that the Customer is leaving Company’s website and is being directed to Bank’s website for the exclusive purpose of accessing Bank’s website.  Company agrees that, in connection with the Web Application, it will use Bank’s name, or any logo, statements, or any other information that is related to Bank, only as directed by Bank, or as previously approved by Bank in writing.  Without limiting the generality of the scope of required approvals, but by way of example, Company shall seek Bank’s approval, not to be unreasonably withheld, not only with respect to content, but also with respect to any typestyle, color, or abbreviations used in connection with the Web Application.

Company will reasonably promote the EBPP to Customers but is not responsible for ensuring and does not guaranty any minimum participation by Customers in the EBPP.   Bank shall bear all costs for providing the EBPP, Customer’s access to the EBPP and Bank’s processing of Cardholder payments through the EBPP.

2.3            Operating Procedures .  Company shall use commercially reasonable efforts to observe and comply in all material respects and to cause its Sales Channels to observe and comply in all material respects with the Operating Procedures and such other reasonable procedures as may be agreed upon by the Operating Committee from time to time.  Bank is solely responsible for ensuring that its Operating Procedures and other procedures comply with Applicable Law.  The Operating Procedures may be amended or modified by the Operating Committee from time to time; provided, however, that Bank shall have the right to amend the Operating Procedures without approval by the Operating Committee to the extent necessary to comply with Applicable Law with notice to Company as is reasonably practicable under the circumstances and subject to review by the Operating Committee at the next meeting of the Operating Committee.  In the event Bank requested changes to the Operating Procedures would increase Company’s costs of complying with the Plan (including, without limitation, increased costs of training employees) or otherwise adversely affect Company’s operations, the parties shall negotiate in good faith the implementation of such changes and the responsibility for the costs thereof; provided, however, that (i) if such changes are  being made by Bank solely to comply with Applicable Law, and are being implemented by Bank with respect to Bank’s Clients, then Bank shall be permitted to make such changes as are necessary to enable such compliance (and shall use its commercially reasonable efforts to effectuate such changes in the most cost-effective manner) and Company shall bear all costs related to Company’s compliance thereof (to the extent all such Bank Clients are so required) and/or (ii) if such changes are being implemented by Bank with respect to Bank’s other Bank Clients, and if after implementation of such changes Bank will continue to utilize industry standard methods of communications with Company, then Bank shall be permitted to make such changes (and shall use its commercially

reasonable efforts to effectuate such changes in the most cost-effective manner) and Company shall bear all reasonable costs related to Company’s compliance thereof (to the extent all such Bank Clients are so required).

2.4            Plan Documents (Forms and Collateral) .  (a)   Forms - General . Subject to (b) below, Bank shall design, determine the terms and conditions of, and generate the form of the Credit Card Agreement, applications, Credit Card, card mailers, privacy notices, Billing Statements (including backers), Cardholder letters, templates, and other documents and forms  to be used under the Plan which (i) relate to the Plan, (ii) relate to Bank’s and/or the Cardholder’s obligations, (iii) are used by Bank in maintaining and servicing the Accounts; or (iv) are required by Applicable Law (collectively, “Forms”).  Bank shall be solely responsible for ensuring that all Forms comply with Applicable Law. By way of clarification, Bank’s responsibilities do not include any obligations Company may have as a retailer, such as creating the form of Charge Slips and Credit Slips.  All Forms shall be in the English language only unless otherwise agreed by the parties in writing or otherwise required by Applicable Law, and there shall be only one design for each Form.

(b)            Forms - Conditions .  The provisions of (a) above are subject to the following conditions.  First, Bank’s actions are subject to Section 3.5 (d), Applicable Law, and Section 2.10.  Second, Bank and Company shall jointly design any Customer marketing aspects of Billing Statements, Cardholder letters, Credit Cards, and card mailers, all of which must be approved by the Operating Committee. 

(c)            Collateral . Company may design and produce promotional material, direct mail pieces, catalog, newspaper, radio and Internet advertisements, and other collateral documents (collectively, “Collateral”) which reference the Plan. Company shall submit all Collateral to Bank for its review and approval of the Plan disclosures, as well as references to the Plan and use of Bank Marks, such approval not to be unreasonably withheld or delayed.  Pursuant to this review and approval process, Company will make (or have made) all changes that Bank requests to satisfy Applicable Law and/or in exercising its rights under this Agreement.

(d)            Bank’s Costs .  Subject to subsection (e) below, Bank, in the exercise of its reasonable discretion, will determine which and how many of the following to provide, which shall be at Bank’s expense.  First, Bank will provide to Company at one central location, for distribution to Customers and Cardholders, marketing purposes, and mass mailings, as applicable: (i) adequate copies of Credit Card Agreements and applications; and (ii) adequate copies of any appropriate Forms. Second, Bank shall provide an appropriate number of (or copies of, as applicable) Credit Card Agreements, applications, Credit Cards, Billing Statements, and card mailers.  Bank shall use commercially reasonable efforts to maintain the supply of Forms so as to minimize creation of obsolete Forms.  See also Schedule 2.4(d).

(e)            Company’s Costs .  (i) Company Re-issuances . Except for the Initial Reissue for the Purchased Accounts as set forth in Section 2.4 (d) and Schedule 2.4 (d), Company shall pay all actual costs related to any re-issuance of Credit Cards to

Cardholders that Company requests or that is required by Applicable Law solely as a result of Company’s decisions and/or actions, including, but not limited to, expired Credit Cards (in the event Credit Cards have expiration dates as a result of Company’s request) and upgrades for any Plan premier cards (collectively “Company Re-issuances”).  The costs associated with a Company Re-issuance are limited to the actual costs of the card itself (including all embossing and encoding), card mailers, envelopes, postage and any Collateral requested by Company and, if required as a result of the Company Re-issuance, Credit Card Agreements and other Forms.  As a point of clarification, none of the following constitutes a Company Re-issuance (and Bank shall be responsible for the costs of such issuances): Bank’s initial issuance of a Credit Card to a Customer (even if part of a pre-qualified or other program), Bank’s replacement (on an Account-by-Account basis) of lost or stolen Credit Cards, or expired Credit Cards (unless the Cards have expiration dates as a result of Company’s request), in response to some other Cardholder request, or Bank’s one-time issuance of Credit Cards to Customers of the Purchased Accounts in connection with the Initial Reissue.

(ii)            Variations from Bank’s Standards .  If a request or requirement (as applicable) of Company with regard to any Plan Forms requires a variation from Bank’s standard specifications or the specifications otherwise set forth in this Agreement, and such variation causes a net increase in any cost of Bank, the following shall apply.  First, Bank will advise Company in writing of the variance and provide a written estimate of the related actual net cost increase (including the cost of any obsolete forms as set forth below).  Second, Company shall notify Bank in writing of its decision to forego the request, to modify the request such that no cost increase is generated, or agree to bear the additional expense. In the event any otherwise applicable and usable Forms become obsolete solely as a result of changes requested by Company or necessitated by its decisions and/or actions as set forth above, Company shall reimburse Bank for the actual costs associated with any such unused obsolete Forms.  Company shall not be liable for lost Forms, unless such loss is due solely to the negligent or willful actions or inactions of Company.  Bank shall use commercially reasonable efforts to minimize obsolete forms.

(iii)           Mass Mailings.   As to any mass mailings requested by Company (including but not limited to catalog mailings, pre-approved mailings, and zero balance mailings), Company shall pay all actual costs related thereto unless otherwise agreed by the parties (which if marketing related, the costs of which shall be eligible costs for the Restricted Marketing Fund if agreed by the Operating Committee).

(f)            Timing of Reissuance.   Company and Bank agree that the volume of any Credit Card reissuance (including but not limited to the Initial Reissue) may be spread out over seven (7) consecutive days, provided that each such reissuance is limited to Two Million (2,000,000) Credit Cards.  In the event that any such reissuance includes more than Two Million (2,000,000) Credit Cards, Bank shall not be required to complete the reissuance within seven (7) days, but Bank and Company shall mutually agree upon another reissue time period.

2.5            Marketing and Promotion of Plan .  (a) Throughout the Term of this Agreement, Company shall in a commercially reasonable manner actively and consistently market, promote, participate in and support the Plan, including without limitation those marketing promotions set forth in Schedule 2.5 (a) and such other methods mutually agreed upon by Company and Bank.  Bank has had the opportunity to review the historical marketing plans of Company’s private label credit card program operated with respect to the Purchased Accounts including, without limitation, the historical practices and procedures utilized by Company to promote such program.  During the first twelve (12) months of the Term, it is Company’s intent to market the Plan in a manner consistent with Company’s historical marketing of the proprietary credit card plan associated with the Purchased Accounts. As one example, Company agrees to advertise and actively promote the Plan through all Sales Channels (e.g., as applicable, signage and spiffs at retail locations and promotions on Company’s website).  Company and Bank will jointly agree upon programs to market the Plan, both initially and on a continuing basis and in accordance with Applicable Law.  The parties agree that such agreed upon programs will include some form of statement messaging, the details of which will be agreed upon in the Operating Committee (which shall include Company’s ability to transmit an electronic file (in a secure format in accordance with Bank’s security policies) by Cardholder Account number to Bank setting forth targeted credit marketing to be performed by Bank in the statement messages to targeted groups of Cardholders, up to Bank’s maximum group limit.

(b)           Bank shall pay to Company as an expense reimbursement the amounts set forth in (and in accordance with the provisions of) Schedule 2.5 (b) to reimburse Company for its marketing and promotion expenses associated with the Plan (to the extent such marketing and promotion expenses were approved by the Operating Committee).  All of such funds shall be referred to herein as the “Restricted Marketing Fund.”

2.6            Administration of Accounts and Plan and Operating Committee .  (a) Bank shall, at Bank’s sole cost and expense (unless such costs and expenses are otherwise expressly provided for in the Agreement) perform, in compliance with Applicable Law, all functions necessary to originate, administer, fund and service the Accounts, including but not limited to: providing receivables funding, application processing, credit authorizations, making all necessary credit and fraud investigations; notifying Applicants in writing of acceptance or rejection of credit under the Plan; preparing and mailing Billing Statements; making collections; handling Cardholder inquiries; providing legal compliance functions related to Bank’s operation of the Plan; and processing Cardholder payments and payments to Company hereunder.  See also Schedule 2.6 (a).

(b)           The parties hereby establish an Operating Committee (the "Operating Committee"), which shall act and be governed by the provisions of Schedule 2.6 (b).

2.7            Credit Decision .  The decision to extend credit to any Applicant under the Plan shall be Bank’s decision.  Bank shall determine all credit underwriting policies and procedures, as subject to Applicable Law and safety and soundness considerations.  Bank will work in good faith with Company in good faith to develop business strategies with respect to the issuance of Credit Cards which are intended to maximize the potential

of the Plan, and which are mutually beneficial to Company and Bank.  See also Schedule 2.7.

2.8                  Ownership of Accounts and Information . (a) The parties recognize that Cardholders are Customers, and that each of Bank and Company has certain ownership rights in information relating to such individuals in their respective roles as Cardholders and Customers.  The parties acknowledge that the same or similar information may be contained in the Bank Cardholder Information (defined below) and the Company Customer Information (defined below); such common information being referred to herein as “Common Information”.  Each such pool of data shall therefore be considered separate information subject to the specific provisions applicable to that data hereunder.  For example, in subsection (b) below Bank is authorized to use Company Customer Information only for certain limited purposes.  Presume such information included names of both Customers who were Cardholders and non-Cardholder Customers. The names of those who were both Customers and Cardholders would be Common Information. So, Bank would not be limited by the terms of subsection (b) as to such names. However, the names of non-Cardholder Customers would not be Common Information, and thus would be subject to the limitations set forth in subsection (b). Likewise, though subsection (c) below limits what Company can do with Bank Cardholder Information, such limitations do not apply to that portion of Bank Cardholder Information that is comprised of Common Information.

(b)           The Customer’s names, phone numbers, mailing addresses and e-mail addresses, if applicable, and other Customer information collected by Company independent of Bank and set forth in Company’s records, including Company’s Transaction Record information, shall be the exclusive property of Company; such information and Company’s Common Information shall be referred to collectively as “Company Customer Information”.  Company Customer Information might or might not be comprised exclusively of Company’s Consumer Personal Information. As reasonably requested by Bank, Company shall provide the names, mailing addresses and e-mail addresses of Customers for whom Company has such information to Bank, to be used by Bank only for purposes of (i) evaluating such Customer’s creditworthiness, (ii) soliciting such Customers for Credit Cards, and (iii) administering the Plan in accordance with the terms of this Agreement and Applicable Law. To the extent permitted by Applicable Law, Company’s privacy and security policies shall authorize Company to disclose such information to Bank.  Additionally, all Transaction Record information originated by Company shall be sent to Bank for daily processing.  Bank shall protect the confidentiality of such information as set forth in Section 10.17 and shall not use or disclose such Company Customer Information without prior written consent from Company except as otherwise provided for in this Agreement.

(c)            (i) The Accounts and all information related thereto set forth in Bank’s records, including without limitation the information listed in Schedule 2.8, the information obtained through applications, the receivables, names, addresses, and credit Account information of Cardholders shall be the exclusive property of Bank during the Term, and thereafter (unless the Accounts are purchased by Company or its designee pursuant to Section 9.5). Such information and Bank’s Common Information shall be referred to collectively as “Bank Cardholder Information”. Bank Cardholder Information might or

might not be comprised exclusively of Bank’s Consumer Personal Information.  Bank agrees that during the Term and in the event Company purchases the Portfolio pursuant to Schedule 9.5, Bank shall not (i) sell or disclose to third parties the Cardholder List, nor (ii) use such Cardholder List for the purpose of marketing or soliciting to the Cardholders, except as expressly permitted by the terms of this Agreement and/or in connection with Bank’s administration and servicing of the Plan.

(ii)           To the extent permitted by Applicable Law and Bank’s privacy and security policies, Bank shall provide to Company (A) one (1) monthly master file extract, initially containing the information set forth on Schedule 2.8 with such changes as the parties may mutually agree from time to time, and (B) any other Bank Cardholder Information as agreed to by Company and Bank.  Company may use such information in connection with maintaining and servicing the Accounts; furthermore, Company may use it to market to the Cardholders its Goods and/or Services, its business in general or any CHRS Business engaged in Cross Shopping, but in any event only as permitted by Applicable Law. Company may share the same with CHRS to the extent permitted by Applicable Law. The parties recognize that Company’s efforts related to such approved purposes might necessitate disclosure of Bank Cardholder Information to Company’s vendors and contractors.  Such disclosure shall be permitted, provided the third-parties agree in writing to use the information only for the aforementioned approved purposes and to protect the confidentiality of such information as set forth in Section 10.17.  Except as so provided, unless Bank consents otherwise in advance and in writing, Company shall keep such Bank Cardholder Information which is not Common Information confidential as set forth in Section 10.17, and shall not disclose such information to any third-party nor sell, lease, or otherwise transfer such information to any third-party.

2.9            Protection Programs and Enhancement Marketing Services .  (a) Company and Bank agree that Bank will have the exclusive right but, except as set forth herein, not the obligation to make available to Cardholders various types of debt cancellation and credit related protection programs (collectively referred to herein as “Protection Programs”) offered by Bank.  Bank may but is not obligated to offer such Protection Programs through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, eCS, and EBPP.  Bank also has the right but not the obligation to make written offers for Protection Programs through Billing Statement bangtails and inserts Billing Statement messaging, and direct mail.  The fees for Protection Programs will be charged to the applicable Cardholder’s Account.  Company will assist Bank’s effort to offer Protection Programs in accordance with the mutually agreed promotional efforts so long as such assistance will not require Company to incur any direct expense or cost. Company will continue to support Protection Programs consistent with the support provided by Company prior to the Effective Date.  In the event Company purchases the Portfolio in connection with a termination of this Agreement, to the extent lawfully permitted, Bank shall, at Company’s request, transfer the Protection Programs (and all Cardholder contracts associated therewith) to Company (or its designee) as part of the acquisition and at no additional cost to Company (provided that Bank shall not transfer rights to use its trade names for such Protection Programs in connection therewith and Company shall rebrand such Protection Programs upon acquisition thereof).  In the event

Company does not request the transfer of such Protection Programs, Bank shall have the right but not the obligation to immediately terminate any Protection Programs if and when either party:  (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire.

(b)           Company and Bank agree that, subject to Section 2.9(c), and except for Company’s Third Party Vendor Products as set forth in Section 2.9(d), Bank will have the exclusive right but not the obligation to make available to Cardholders, through solicitations made in connection with their Accounts, various types of products and services other than Protection Programs subject to Company’s prior written consent.  Such other products and services shall be referred to collectively herein as “Enhancement Marketing Services”. Such Enhancement Marketing Services include, but are not limited to, travel clubs, legal services, and merchandise products.  Bank may but is not obligated to offer Enhancement Marketing Services through direct marketing channels including but not limited to telemarketing, call transfer, inbound customer service call offers, call to confirm programs, IVR, ECS, and EBPP.  Subject to Company’s written consent, Bank also has the right, but not the obligation, to make written offers through Billing Statement bangtails and inserts, Billing Statement messaging, and direct mail. Bank will notify Company of proposed offers and obtain Company’s prior written consent prior to execution.  The charges for Enhancement Marketing Services will be billed to the applicable Cardholder’s Account.  Bank shall have the right but not the obligation to immediately terminate any Enhancement Marketing Services if and when either party:  (i) terminates this Agreement, (ii) notifies the other party of an intent to terminate or that the notifying party has already terminated this Agreement, or (iii) notifies the other of an intent to allow this Agreement to expire.

(c)           See Schedule 2.9 (c).

(d)           Subject to the provisions of this Subsection 2.9 (d) and its corresponding Schedule, and notwithstanding the provisions of Section 2.9 (b), Company may make available to Cardholders through Billing Statement inserts, EBPP direct mail programs and telemarketing non-financial products and services and, with the consent of Bank, other products and services, from Company’s or its Affiliates’ third party vendors (“Company Third Party Vendor Products”).  By way of clarification, the parties agree that no product or service that is a competing debt cancellation or other credit related protection program competitive with a Protection Program can be a Company Third Party Vendor Product without the consent of Bank.  The fees for Company Third Party Vendor Products will be charged to the applicable Cardholder’s Account.  “Company Third-Party Vendor” shall mean a vendor with whom Company or its Affiliate has from time to time contracted to sell products and services that are not Goods and/or Services.  With regard to any Company Third Party Vendor Product for which Company desires an Account to be an accepted form of tender, Company and the applicable Company Third-Party Vendor shall enter into separate written agreement with Bank, as described in greater detail in Schedule 2.9 (d).

2.10            Ownership and Licensing of the Parties Marks .  (a)  Bank recognizes that Company is the sole owner of the Company Marks, that Bank has no rights of ownership or license therein (except as provided herein), and that Bank is not entitled to (and shall not) use the Company Marks other than as explicitly and specifically provided in this Agreement or as required by Applicable Law.  Subject to the other provisions of this Agreement, Company hereby grants to Bank a non-exclusive (except as to branded credit account and card plans per Section 3.10), non-transferable revocable license to use the Company Marks solely in satisfaction of its duties, rights and obligations described in and pursuant to this Agreement, including using same in any and all promotional materials, Account documentation, advertising, websites, marketing, and solicitations related to the Plan, during the Term.  Bank shall use the trademark designations “®” or “TM” or such other designation as Company may specify or approve in connection with the Company Marks on the Credit Cards, Account documentation and promotional materials.   Bank shall comply with all branding guidelines established by Company with respect to the Compa