CREDIT CARD ACCOUNT PURCHASE AGREEMENT

A.

For purposes of this Agreement and except as otherwise specifically set forth in the text of the Agreement, capitalized terms shall have the meanings specified in Exhibit A , attached hereto and incorporated by reference. If there is a conflict between the definition ascribed to a capitalized term defined herein and the same term defined in another agreement entered into by the parties to this Agreement, the definition set forth in this Agreement shall control for the purposes of this Agreement and any Exhibits and Schedules attached hereto or referenced in this Agreement.

B.

All terms defined in this Agreement shall have the same meaning in any Exhibits and Schedules attached hereto or referenced in this Agreement.

C.

Other terms defined herein shall have the meanings set forth in the context of their use.

A.

Accounts to be Sold

1.

Seller agrees to sell, and Purchaser agrees to purchase open Accounts and closed Accounts with a balance, as they exist as of the Seller’s close of business on the Closing Date (separately and collectively, the "Accounts to be Sold"). Accounts to be Sold shall not include any Ineligible Account as defined in Section II.A.2. below.

2.

"Ineligible Account" means an Account:

1. which has been identified in the Seller’s processing system as deceased, or with respect to which the Cardholder obligated on such Account has died before the Closing Date and there is no remaining Cardholder obligated on such Account;
2. which as of the Closing Date was or should have been canceled or blocked because (i) an applicable Cardholder has notified Seller that the Credit Card was lost or stolen; (ii) fraud (either in connection with the use of, the application for, or the establishment of such Credit Card) or unauthorized use occurred; or (iii) an applicable Cardholder notified Seller (or Seller otherwise became aware or should have become aware using Seller’s Policies and Procedures) that fraud or unauthorized use may have occurred in connection with any such Account;
3. with respect to which any Cardholder obligated on such Account is, or within thirty (30) days after the Closing Date has filed to be, a debtor in a proceeding instituted under the United States Bankruptcy Code or any bankruptcy, insolvency or other law for the relief of debtors prior to the Closing Date and for which, other than such Cardholder, there is no other responsible Cardholder obligated on the Account; or any such Account where the Cardholder is working on the Closing Date with Seller or a consumer credit counseling service for altered pay-off terms;
4. which is, as of the Closing Date, five or more payments past due;
5. which was or should have been written off prior to the Closing Date in accordance with Seller’s customary accounting practices;
6. which has been closed in accordance with Seller’s Policies and Procedures and has a balance that is equal to or less than zero as of the Closing Date;
7. which as of the Closing Date is subject to any lien, interest, or right of any affiliate of Seller or any third party; or is an Account that is securitized;
8. which as of the Closing Date has an annual percentage rate on any balance that cannot be changed by Seller because of the terms or provisions of the Cardholder Agreement or any marketing materials for such Account or any Requirements of Law (including, but not limited to, Accounts subject to a consumer credit counseling service payment plan agreement or court order, but specifically excluding any Accounts subject to the Servicemembers Civil Relief Act as of the Closing Date);
9. which as of the Closing Date is not governed by the terms of a Cardholder Agreement;
10. on which there exists a billing dispute as of the Closing Date, excluding billing disputes relating to a purchase;
11. which as of the Closing Date has an outstanding compliance or arbitration case that has not been decided and processed by Seller accordingly; or
12. which as of the Closing Date is the subject matter of current litigation (or past litigation but with appeals available) or similar dispute with Seller.

B.

Purchase Price, Assignment and Transfer of Accounts to be Sold .

1.

Purchase Price . The purchase price of the Accounts to be Sold (the "Purchase Price") shall be calculated as follows: 100% of the Principal Balance as of the Cut-Off Time of the Accounts to be Sold, plus the Premium described in Schedule A .

2.

Assignment .

a.

Upon and as of the Closing Date, subject to the satisfaction or waiver of each condition precedent specified in Section X of this Agreement, Seller hereby sells, assigns, transfers, and conveys to Purchaser and Purchaser purchases, all of Seller’s right, title and interest in and to all of the following assets (collectively, the "Assets to be Sold"):

1. the Accounts to be Sold;
2. all Related Receivables;
3. the Customer Base of the Accounts to be Sold;
4. the Credit Cards and all instruments and other Account Documentation relating to the Accounts to be Sold;
5. any rights or claims which Seller may have against any third Persons with respect to any indebtedness owing or purportedly owing on any Account to be Sold (which transfer of such rights and claims to Purchaser shall not affect Purchaser’s rights to recourse, reimbursement and sale (repurchase by Seller) described in Section II.C. below with respect to any Account sold to Purchaser);
6. all of Seller’s rights pursuant to the Cardholder Agreements governing the Accounts to be Sold and the related Credit Cards; and
7. all rights to any interchange fees paid or payable from a National Association with respect to such Accounts to be Sold associated with Cardholder transactions that occur after the Cut-Off Time.

b.

Seller for itself and its successors or assigns covenants to and agrees with Purchaser and its successors and assigns that Seller shall execute all documents that Purchaser may reasonably require to evidence Purchaser’s ownership of the Accounts to be Sold. Seller shall cooperate with Purchaser in preparing, executing and delivering any bills of sale, assignments, or other documents, if any, as Purchaser, or counsel for Purchaser, may reasonably require from time to time for purposes of transferring the Accounts to be Sold to Purchaser, evidencing Purchaser’s ownership of the Accounts to be Sold, or carrying out any of the other objectives of this Agreement.

c.

Insofar as the same may be necessary to facilitate the preservation or exercise of Purchaser’s rights and powers created or transferred by this Agreement, Seller hereby constitutes and appoints Purchaser and its successors and assigns (and the officers, agents, employees or representatives thereof) the true and lawful attorney or attorneys of Seller, with full power of substitution, for Seller and in Seller’s name and stead or otherwise, by and on behalf of and for the benefit of Purchaser and its successors and assigns, to demand and receive the Assets to be Sold and from time to time to institute and prosecute in the name of Seller or otherwise, at the expense and for the benefit of Purchaser and its successors and assigns, any and all proceedings at law, in equity or otherwise that Purchaser and its successors and assigns may deem proper in order to enforce any claim, right or title of any kind in and to the Assets to be Sold and to defend or compromise any and all actions, suits or proceedings with respect to any of the Assets to be Sold and to all such other acts and things in relation thereto as Purchaser and its successors and assigns shall deem desirable, Seller hereby declaring that the appointment hereby made and the power hereby granted are coupled with an interest and are and will be irrevocable by Seller in any manner or for any reason except as provided otherwise in this Agreement.

d.

Seller shall take no action after the Closing Date that would be inconsistent with the effective transfer by Seller to Purchaser hereunder as of the Closing Date of Seller’s entire right, title and interest in and to the Accounts to be Sold. The parties agree that the transactions contemplated herein constitute a sale and assignment of the Accounts to be Sold to Purchaser and not a loan.

3.

Seller shall provide Purchaser, no later than five (5) Business Days after the Closing Date, with all necessary system reports to support the Preliminary Purchase Price. No later than ten (10) Business Days following the receipt of such information from Seller, Purchaser shall prepare a Preliminary Closing Statement, in the form set forth in Schedule A, setting forth the calculation of the Preliminary Purchase Price. Payment terms relating to the Preliminary Purchase Price are set forth in Section II.B.5., below.

4.

Within forty-five (45) days after the Conversion Date, Purchaser shall prepare a Closing Statement, a form of which is attached hereto as Schedule A-1. The Closing Statement will be used in part to identify adjustments of the Preliminary Purchase Price based upon changes in identification of Accounts to be Sold, including, without limitation, Accounts to be Sold that should have been identified as Ineligible Accounts. Payment terms relating to the Closing Payment are set forth in Section II.B.5., below.

5.

Seller shall provide Purchaser with written instructions designating the deposit account to which the Preliminary Purchase Price and Closing Payment shall be transferred or deposited by wire transfer or ACH. The Preliminary Purchase Price shall be made no later than five (5) Business Days following presentation and mutual agreement on the Preliminary Closing Statement. The Closing Payment shall be made to Seller no later than five (5) Business Days after presentation and mutual agreement of the Closing Statement.

6.

If within fifteen (15) Business Days after Seller’s receipt of the Preliminary Closing Statement or the Closing Statement, Purchaser and Seller do not mutually agree on any line item in the Preliminary Closing Statement or the Closing Statement (other than the Preliminary Purchase Price or the Closing Payment), then Seller shall notify Purchaser in writing of all line items in dispute. Within fifteen (15) Business Days after Seller’s notice to Purchaser that some line items remain in dispute, the parties shall contract with an independent public accounting firm mutually acceptable to Seller and Purchaser to audit the line items in dispute on the Preliminary Closing Statement or the Closing Statement and any other items that must be reviewed to resolve the dispute. The cost of such audit and the preparation of the revised Preliminary Closing Statement or the Closing Statement (respectively the "Audited Preliminary Closing Statement" or "Audited Closing Statement") shall be shared equally between Purchaser and Seller. The Audited Preliminary Closing Statement or Audited Closing Statement prepared by such accounting firm shall be final, conclusive and binding on the parties, absent manifest error, for matters covered thereby and a judgment may be entered thereon. The Audited Preliminary Closing Statement or the Audited Closing Statement shall be in a form substantially similar to the Preliminary Closing Statement or the Closing Statement, except that they will reflect either the Preliminary Purchase Price or the Closing Payment established by the third party auditor.

C.

Recourse and Repurchase Obligations .

1.

Purchaser’s purchase of the following Accounts to be Sold is subject to the full recourse terms described below:

1. any Account that is two or more payments past due as of the Cut-Off Time, but less than five payments past due as of the Cut-Off Time, or any Account that contains the same Cardholders as such delinquent Account;
2. any Account the balance of which is ten percent (10%) or more over the applicable credit limit as of the Cut-Off Time;
3. the Secured Account balances as of the Cut-Off Time; and
4. any Account described in Section VI.B., below (in which it has been determined that there is an inaccuracy or misrepresentation with respect to any representation or warranty).

No later than thirty (30) days following the date Purchaser received the data regarding Accounts to be Sold from Seller, except in the case of an Account described in Section VI.B., Purchaser shall provide to Seller a list of the Accounts to be Sold that are subject to this Section II.C. For a period of one (1) year following the Conversion Date, upon demand by Purchaser, Seller shall repurchase an Account listed in this Section II.C.1. by paying to Purchaser a purchase price equal to the principal balance as of the repurchase date, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the repurchase date, plus all debits and less any credit properly posted to such Account pursuant to the terms of the Cardholder Agreement as of the repurchase date and, at Purchaser’s discretion, in addition to the principal balance, the Premium for said Account, minus the revenue Purchaser collected on such Account(s), plus Purchaser’s reasonable expenses, regardless of whether the Account is then in default, deemed uncollectible by Purchaser, charged off by Purchaser, is or has been subject to fraudulent activity, or over the credit limit or is otherwise impaired.

2.

Within ninety (90) days after the Conversion Date, if Purchaser determines that any of the Accounts to be Sold that were sold to Purchaser should have been deemed to be an Ineligible Account as of the Closing Date, Purchaser shall so notify Seller and Seller shall repurchase the Ineligible Account(s) by paying to Purchaser, a purchase price equal to the principal balance as of the date Purchaser requests repurchase, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the repurchase date, plus all debits and less any credit properly posted to such Account pursuant to the terms of the Cardholder Agreement as of the repurchase date, and, at Purchaser’s discretion, in addition to the principal balance, the Premium for such Ineligible Account(s), minus the revenue Purchaser collected on such Ineligible Account(s), plus Purchaser’s reasonable expenses. Failure by Purchaser to identify within such ninety days any Accounts to be Sold to be repurchased hereunder shall result in forfeiture of Purchaser’s right to require repurchase hereunder.

3.

Payments pursuant to any of the repurchase obligations set forth in Sections II.C.1. and 2., above and 4. below, or pursuant to Section VI.C., shall be made via wire transfer if the repurchase occurs during the Interim Servicing Period, or via ACH if the repurchase occurs after the Interim Servicing Period or if there is no Interim Servicing Period, within five (5) Business Days after notice by Purchaser. Purchaser will execute and deliver to Seller any documents reasonably necessary to reassign and transfer any purchased Account(s) to Seller, and will take all steps reasonably necessary to facilitate the transfer of the Account(s), including title therein, back to Seller. Following the repurchase of an Account by Seller hereunder ("as is" and without recourse to Purchaser), Purchaser will close the Account on its books, and Seller shall own, have full servicing responsibility for, and assume all obligations with respect to, such Account(s) (whether arising before, on, or after the Closing Date). Purchaser shall be responsible for necessary reporting to a credit bureau related to the Accounts and Purchaser’s records, and Seller shall be responsible for any credit bureau reporting necessary related to the continued existence and collection, if any, of the Account(s) by Seller.

4.

By no later than the Closing Date, Seller shall provide Purchaser with a list of Accounts that have credit limits or balances that exceed $50,000, along with the required financial documents pursuant to Section II.F. Purchaser will apply Purchaser’s established underwriting criteria to the Accounts. If Purchaser does not approve the Account(s), Seller shall execute a separate Full Recourse Agreement on each Account, and the Account(s) will then become Full Recourse Account(s). If Purchaser has purchased such Accounts and Seller fails to execute any Full Recourse Agreement with respect to any such Account, Seller, on Purchaser’s written demand for repurchase, shall repay to Purchaser the principal balance, which means the net amount, including interest, fees, and any other charges owing by a Cardholder to Purchaser on the Cardholder’s Account, of any credit balance in favor of the Cardholder, and less disputed items as recorded in the periodic statement of such Account most recently rendered prior to the repurchase date, plus all debits and less any credit properly posted to such Account pursuant to the terms of the Cardholder Agreement as of the repurchase date, and, at Purchaser’s discretion, in addition to the principal balance of said Account(s), the Premium for said Accounts, minus the revenue Purchaser collected on such Account(s), plus Purchaser’s expenses.

D.

Assumption of Liabilities . Except as otherwise expressly set forth herein or, if applicable, in the Interim Servicing Agreement, upon the satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Purchaser shall and hereby does assume performance and payment of the following obligations, each without the execution or delivery of any additional document, on the Closing Date:

1. All of the obligations of Seller arising after the Cut-Off Time to perform under the Cardholder Agreements, and the Security Agreements included in the Accounts to be Sold (excluding obligations for Account Benefits pursuant to Article III); and
2. All of the obligations of Seller arising after the Cut-Off Time to perform with respect to the Accounts to be Sold under any Requirements of Law, except for those charges: (a) arising from Seller’s violation on or before Cut-Off Time to any Requirements of Law; or (b) arising from or relating to any special assessments with respect to periods up to and including the Cut-Off time (collectively, the "Assumed Liabilities"). Prior to the Conversion Date, the payments to be made by Purchaser to Seller under this section shall be made pursuant to Article III of the Interim Servicing Agreement.
3. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the operation of the Seller’s business prior to, at or after the Cut-Off Time.
4. Seller expressly retains all liability arising out of or from the Account Benefits, including, but not limited to, points and the cost of the possible redemption of such points prior to the Cut-Off Time. Purchaser assumes liability for points and redemption thereof arising at or after the Cut-Off Time.

E.

Cooperation with Sale and Conversion Manager . Seller shall cooperate fully with Purchaser in connection with the sale and transfer of the Accounts, and shall designate a dedicated Conversion Manager within its organization to act as the primary contact for Purchaser. The Conversion Manager will be familiar with this Agreement and have decision making authority and the ability to coordinate activities contemplated under this Agreement to help facilitate the sale and transfer of the Accounts to be Sold. Seller and Purchaser shall schedule and attend meetings necessary to facilitate the smooth transfer of the Accounts to be Sold, and shall establish and adhere to timelines set up, as described further in Schedule B, to facilitate the transfer of the Accounts to be Sold. Should Seller be party to an agreement with a third party who is performing any functions related to the Accounts to be Sold (including, but not limited to processing or reward administration), Seller shall work with such third party to determine their respective obligations with respect to their agreement and facilitate the timely cancellation of any such agreement as well as timely transfer of such Accounts, following as closely as reasonably possible the timelines established by Purchaser.

F.

Information Access, Records Retention and Risk of Loss . Seller shall provide Purchaser and its officers, accountants, counsel and other representatives reasonable access to review, subject to reasonable security requirements, during Seller’s normal business hours through a mutually agreeable process, upon three (3) business days prior notice: (i) throughout the period commencing on the date of this Agreement, the Account Documentation and Seller’s Policies and Procedures and (ii) commencing on the Closing Date, such other properties, reports, books, contracts, and customer records that relate to the Accounts to be Sold.. In the case of Purchaser’s review of Seller’s Policies and Procedures, Purchaser and its officers, accountants, counsel and other representatives, unless otherwise permitted by Seller in writing, may not photocopy any of Seller’s Policies and Procedures and may retain only summary notes regarding the same. In addition, Seller shall provide Purchaser with portfolio summary reports (as further described below in Section II.G.) within three (3) Business Days after such information becomes available in each month prior to the Closing Date. Seller will, for a period of seven (7) years after the date of this Agreement, or longer as necessary for compliance with the Requirements of Law, maintain in a fully accessible fashion the Account Documentation and all of its books and records, including, without limitation, information received from Cardholder applicants for purposes of USA PATRIOT Act compliance, relating to the Accounts to be Sold. Seller will, upon Purchaser’s reasonable request, transfer or make available to Purchaser Account Documentation, books and records as Purchaser may request, and will, upon Purchaser’s request, provide witnesses and/or signed affidavits to establish the reliability and authenticity of such books and records. Where any Account included in Accounts to be Sold has a credit limit or balance greater than fifty thousand dollars ($50,000), Seller shall provide Purchaser with copies of financial information provided to Seller by the Cardholder in connection with the establishment and maintenance of such Account, provided, however, that if Seller is unable to provide such financial information, Seller acknowledges that Purchaser may request such information from the Account obligor. While such documentation and information is in the control of Seller, the cost to transfer or make available Account Documentation and books and records to Purchaser as provided herein shall be borne by Seller. Further, the risk of loss, damage or destruction from any cause to any Account Documentation of Accounts to be Sold shall be borne by Seller at all times between the date hereof and the date such Account Documentation or Accounts to be Sold is in Purchaser’s possession, and once in Purchaser’s possession, thereafter by the Purchaser.

G.

Master File Information . Seller shall transmit to Purchaser, in a secure format (which may include, but is not limited to, an electronic and encrypted transmission) as requested by Purchaser, Cardholder information reasonably necessary to facilitate Purchaser’s timely mailing of change in terms and other notice(s), as described in this Section II.G., as well as determination of the Purchase Price as described in Section II.B.1. Seller agrees to provide Purchaser, at Seller’s cost and up to four (4) times prior to the Conversion Date (according to the timeline set forth in Schedule B), with master file information about the Accounts to be Sold in a format prescribed and containing information requested by Purchaser, which will include, without limitation, Cardholder name, address and social security number. Each transmission of the master file information provided hereunder shall have been produced no earlier than five (5) Business Days prior to the date the information is transferred to Purchaser and shall be current as of said production date and contain all of the Accounts to be Sold. In addition to other uses in connection with the transfer of the Accounts to be Sold, the master file information will be used to identify Accounts for which Purchaser needs more information. Seller shall research and provide an answer to any request made by Purchaser for more information within five (5) Business Days of each request by Purchaser. Seller shall provide to Purchaser, no later than ten (10) Business Days after the Conversion Date, the last six months of Account statements for each Account to be Sold.

H.

Notices to Cardholders and Issuance of Replacement Credit Cards.

1. Prior to the Conversion Date, Purchaser, at its own expense and upon prior written notice to Seller, shall send out one or more notices to Cardholders informing them of the termination of Seller’s credit card plan and the substitution of Purchaser’s plan, any changes to certain benefits offered to Cardholders and any new Account Benefits, and certain changes in terms to be made to the Accounts to be Sold all in a manner which serves to preserve and promote the goodwill and business reputation of both Seller and Purchaser. Purchaser may require Seller to notify certain Cardholders of notice of termination of such Cardholders’ Accounts with Seller. Notices will be sent sufficiently in advance of the Conversion Date so as to comply with any applicable Requirements of Law. Prior to the mailing of any change in terms notice(s) to Cardholders, such notices may be reviewed and approved (such approval rights shall not include approval of any Account terms, such as pricing, new Account Benefits or changes to the Cardholder Agreements) by Seller, which approval shall not be unreasonably withheld or delayed and shall be deemed given if Seller does not reply within ten (10) Business Days following Purchaser’s request for review.
2. Based upon the current status of each Account to be Sold, Purchaser will, in its sole discretion, determine whether or not to continue or cancel an Account. Seller understands that Purchaser will be relying on information received from Seller and its current processor (if any) for purposes of making these decisions and, to the extent such information is accurate, Purchaser will hold Seller harmless with respect to these decisions. The notices described in Section II.H.1. above will inform Cardholders, as appropriate, that either the Cardholder will be receiving a new Credit Card from Purchaser, or the Cardholder’s account with Seller is being terminated and no new Credit Card will be issued. Purchaser will provide to Seller a list of the Accounts that will show which products the Accounts will be converted to, as well as show which Accounts will not be issued a new Credit Card.
3. In order to facilitate the smooth transfer of balances to Purchaser, Seller shall change the cycle dates of the Accounts to be Sold to one cycle so that all Accounts to be Sold cycle on the Cut-Off Time, or the last processing date prior to the Conversion Date, to ensure that all such Accounts have a final statement with an ending Principal Balance that reflects the amount that is transferred as of the Conversion Date. If Seller fails or is unable to change the cycle dates of the Accounts to be Sold to one cycle date, the Accounts will not be billed for fees and interest beginning after the date of the last statement produced by Seller through the end of the first statement period produced by Purchaser. This will result in reduced revenue to Seller pursuant to the Joint Marketing Agreement between Seller and Purchaser, which will not be reimbursed by Purchaser.
4. Seller shall not share with or otherwise communicate to any third party the notices to be provided by Purchaser to Cardholders, prior to the mailing of any such notice, except with Purchaser’s prior written permission.
5. In connection with the notification to Cardholders described in Section II.H.1. above, Seller authorizes Purchaser, and grants to Purchaser during the term of this Agreement a limited license, to use the Seller Marks in accordance with the provisions of this Agreement. Seller represents, warrants and covenants that it or an affiliate of Seller is and shall remain the sole owner of the Seller Marks, and that it has authority to grant the license for such use, and that use of the Seller Marks by Purchaser will not infringe upon the trade name, copyright, trademark or other intellectual property rights of any third party. Except as otherwise agreed to by the parties, following termination of this Agreement Purchaser shall not have the right to disseminate any Cardholder communications using the Seller Marks.

I.

Seller Acknowledgments . Seller acknowledges and agrees to the following:

1. it shall be solely responsible for determining the disposition of funds held by Seller in connection with an Account to be Sold that is a Secured Account;
2. if the Accounts to be Sold are branded as "MasterCard" accounts, they will be converted to Visa-branded accounts as of the Conversion Date;
3. it shall be solely responsible for costs incurred with its current third party processor (if any) due to trailing transactions that apply to any Account to be Sold following the Conversion Date;
4. it shall obtain a deconversion date from Seller’s third party processor no later than twenty (20) Business Days from the Closing Date, which date must be approved by Purchaser; and
5. it shall be solely responsible for any deconversion fees or other fees or charges assessed to Seller by any third party providing servicing, rewards program administration, or other services for the Accounts to be Sold.

J.

Collections Rights . After the Closing Date, and except where provided elsewhere in this Agreement, Purchaser shall have the sole right to make collections with respect to the Accounts to be Sold. Notwithstanding the foregoing, prior to the Conversion Date, Seller shall make collections on the Accounts to be Sold for the Purchaser pursuant to the terms of an Interim Servicing Agreement, if applicable. From the date of this Agreement until the Conversion Date, Seller shall not change Seller’s Policies and Procedures with respect to its collection practices of the Accounts to be Sold except as may be required by Requirements of Law or otherwise as mutually agreed in writing between the parties.

K.

Compliance with the FCRA . Except as provided in Section II.C.3., Seller shall be solely responsible for all reporting to credit reporting agencies prior to the Conversion Date as well as final reporting to credit reporting agencies relating to the satisfaction of balances of Accounts to be Sold (including, but not limited to, notifying the credit reporting agency that Accounts have been sold and that the balances are zero). In order to comply with the requirements of the Fair Credit Reporting Act, Seller agrees that prior to the Conversion Date it shall, in accordance with Purchaser’s specifications and at Seller’s cost, provide to Purchaser information that is formatted as specified by Purchaser with the date on which each Account to be Sold that is reported to a credit reporting agency as being delinquent as of the Conversion Date first went delinquent. Purchaser shall only be liable to report on the Accounts to be Sold activity related to Purchaser’s experience with the Accounts after the Conversion Date.

L.

Forwarding of Notices . From the Effective Date, Seller shall forward to Purchaser within five(5) Business Days after its receipt thereof any notice, summons, inquiry (but not general Account inquiries), or other information of any kind (including, but not limited to, notices of bankruptcy or other insolvency proceedings) relating to, or in any way affecting Accounts to be Sold. Any such communication shall be sent by Seller to Purchaser in accordance with the procedure described in Section XI.C. of this Agreement.

A.

Seller Program . After the date of this Agreement and before the Conversion Date Seller will not without Purchaser's consent: (1) engage in or participate in any material transaction or incur or sustain any material obligation with respect to Accounts to be Sold, except in the ordinary course of business; (2) transfer, assign, encumber, or otherwise dispose of, or enter into any agreement to transfer, assign, encumber, or dispose of any Account to be Sold except in the ordinary course of business; (3) change Seller's Policies and Procedures with respect to the Accounts to be Sold except as may be required by Requirements of Law (in which case Seller shall promptly notify Purchaser of such change) or as mutually agreed between the parties; or (4) conduct its credit card plan in other than a normal and regular manner, as it has been previously conducted; or (5) take any action that would have a material adverse affect on any Account to be Sold. From the date of this Agreement, Seller shall not offer, or enter into an agreement with a third party with the intent to offer, to existing and potential Cardholders any Account terms that restrict Purchaser's ability to change such terms.

B.

Account Benefits .

1.

To the extent that Seller provides, or facilitates through a third party the provision of Account Benefits to Cardholders related to use of their Accounts, Seller shall cooperate with Purchaser to facilitate the continued enjoyment by Cardholders of the applicable Account Benefit(s) as close to the Conversion Date as possible, but may not terminate Seller’s Account Benefits prior to the time that Purchaser may communicate Purchaser’s Account Benefits to Cardholders. Where a third party is providing one or more Account Benefit(s), Seller shall be solely responsible for working with providers of such benefits for the timely cancellation of such benefits (which Seller acknowledges was Seller’s decision in connection with entering into this Agreement), and Seller shall indemnify and hold harmless Purchaser from any claims that a third party Account Benefit provider may have in connection with the cancellation of the agreement between such third party and Seller. Purchaser may communicate with Cardholders about Purchaser’s Account Benefits including, but not limited to, Purchaser’s reward program, if applicable, at anytime prior to cancellation or termination of Seller’s Account Benefits. Purchaser’s communication of the Purchaser’s Account Benefits will be sent to Cardholders prior to the Conversion Date, which may necessitate that such communication occur prior to the Closing Date. Purchaser shall work with Seller to ascertain the applicable timelines for such communications, some of which may be set forth in Schedule B.